Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Mar. 26, 2021 | Jun. 30, 2020 | |
Cover [Abstract] | |||
Entity Registrant Name | INTERPACE BIOSCIENCES, INC. | ||
Entity Central Index Key | 0001054102 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2020 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity a Well-known Seasoned Issuer | No | ||
Entity a Voluntary Filer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business Flag | true | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 18,588,761 | ||
Entity Common Stock, Shares Outstanding | 4,112,055 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2020 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 2,772 | $ 2,321 |
Restricted cash | 600 | |
Accounts receivable, net of allowance for doubtful accounts of $275 and $25, respectively | 8,028 | 10,338 |
Other current assets | 2,722 | 3,851 |
Total current assets | 14,122 | 16,510 |
Property and equipment, net | 7,349 | 6,814 |
Other intangible assets, net | 11,351 | 15,849 |
Goodwill | 8,433 | 8,433 |
Operating lease right of use assets | 4,384 | 3,892 |
Other long-term assets | 42 | 42 |
Total assets | 45,681 | 51,540 |
Current liabilities: | ||
Accounts payable | 4,511 | 4,709 |
Accrued salary and bonus | 3,161 | 2,341 |
Other accrued expenses | 9,795 | 9,476 |
Current liabilities from discontinued operations | 766 | 766 |
Total current liabilities | 18,233 | 17,292 |
Contingent consideration | 1,818 | 2,391 |
Operating lease liabilities, net of current portion | 3,540 | 2,591 |
Line of credit | 3,000 | |
Other long-term liabilities | 4,637 | 4,573 |
Total liabilities | 28,228 | 29,847 |
Commitments and contingencies (Note 12) | ||
Stockholders' equity: | ||
Common stock, $.01 par value; 100,000,000 shares authorized; 4,075,257 and 3,932,370 shares issued, respectively; 4,055,593 and 3,920,589 shares outstanding, respectively | 402 | 393 |
Additional paid-in capital | 184,404 | 182,514 |
Accumulated deficit | (212,116) | (185,665) |
Treasury stock, at cost (19,664 and 11,781 shares, respectively) | (1,773) | (1,721) |
Total stockholders' equity | (29,083) | (4,479) |
Total liabilities and stockholders' equity | (855) | 25,368 |
Total liabilities, preferred stock and stockholders' equity | 45,681 | 51,540 |
Series A [Member] | ||
Current liabilities: | ||
Preferred stock, $.01 par value; 5,000,000 shares authorized, 270 Series A shares issued and outstanding 47,000 Series B issued and outstanding | 26,172 | |
Series B [Member] | ||
Current liabilities: | ||
Preferred stock, $.01 par value; 5,000,000 shares authorized, 270 Series A shares issued and outstanding 47,000 Series B issued and outstanding | $ 46,536 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Allowance for doubtful accounts | $ 275 | $ 25 |
Temporary equity, par value | $ 0.01 | $ 0.01 |
Temporary equity, shares authorized | 5,000,000 | 5,000,000 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 4,075,257 | 3,932,370 |
Common stock, shares outstanding | 4,055,593 | 3,920,589 |
Treasury stock, shares | 19,664 | 11,781 |
Series A [Member] | ||
Temporary equity, shares issued | 270 | 270 |
Temporary equity, shares outstanding | 270 | 270 |
Series B [Member] | ||
Temporary equity, shares issued | 47,000 | 47,000 |
Temporary equity, shares outstanding | 47,000 | 47,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | ||
Revenue, net | $ 32,398 | $ 24,220 |
Cost of revenue (excluding amortization of $4,461 and $3,989, respectively) | 21,673 | 15,888 |
Gross profit | 10,725 | 8,332 |
Operating expenses: | ||
Sales and marketing | 9,254 | 11,116 |
Research and development | 2,795 | 2,810 |
General and administrative | 20,770 | 14,363 |
Acquisition related expense | 2,534 | |
Acquisition related amortization expense | 4,461 | 3,989 |
Change in fair value of contingent consideration | (489) | (44) |
Total operating expenses | 36,791 | 34,768 |
Operating loss | (26,066) | (26,436) |
Interest accretion expense | (549) | (440) |
Other income (expense), net | 467 | 196 |
Loss from continuing operations before tax | (26,148) | (26,680) |
Provision (benefit) for income taxes | 53 | (28) |
Loss from continuing operations | (26,201) | (26,652) |
Loss from discontinued operations, net of tax | (250) | (88) |
Net loss | (26,451) | (26,740) |
Less dividends on preferred stock | (429) | |
Less adjustment for preferred stock deemed dividend | (3,033) | |
Net loss attributable to common stockholders | $ (29,484) | $ (27,169) |
Basic and diluted (loss) income per share of common stock: | ||
From continuing operations | $ (7.26) | $ (7.23) |
From discontinued operations | (0.06) | (0.02) |
Net loss per basic and diluted share of common stock | $ (7.32) | $ (7.25) |
Weighted average number of common shares and common share equivalents outstanding: | ||
Basic | 4,029,000 | 3,746,000 |
Diluted | 4,029,000 | 3,746,000 |
Consolidated Statements of Op_2
Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | ||
Amortization | $ 4,461 | $ 3,989 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Common Stock [Member] | Treasury Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2018 | $ 287 | $ (1,680) | $ 175,820 | $ (158,981) | $ 15,446 |
Balance, shares at Dec. 31, 2018 | 2,877,000 | 7,000 | |||
Common stock issued | $ 1 | 1 | |||
Common stock issued, shares | 9,000 | ||||
Restricted stock issued | |||||
Restricted stock issued, shares | |||||
Common stock issued through offering, net of expenses | $ 94 | 5,868 | 5,962 | ||
Common stock issued through offering, net of expenses, shares | 933,000 | ||||
Common stock issued through market sales, net of expenses | |||||
Common stock issued through market sales, net of expenses, shares | |||||
Beneficial Conversion Feature in connection with Series B Issuance | |||||
Amortization of Beneficial Conversion Feature | |||||
Treasury stock purchased | $ (32) | (32) | |||
Treasury stock purchased, shares | 3,000 | ||||
Stock-based compensation expense | 266 | 266 | |||
Adoption of ASC 842 | 55 | 55 | |||
Net loss | (3,326) | (3,326) | |||
Balance at Mar. 31, 2019 | $ 382 | $ (1,712) | 181,954 | (162,252) | 18,372 |
Balance, shares at Mar. 31, 2019 | 3,819,000 | 10,000 | |||
Balance at Dec. 31, 2018 | $ 287 | $ (1,680) | 175,820 | (158,981) | 15,446 |
Balance, shares at Dec. 31, 2018 | 2,877,000 | 7,000 | |||
Net loss | (26,740) | ||||
Balance at Dec. 31, 2019 | $ 393 | $ (1,721) | 182,514 | (185,665) | (4,479) |
Balance, shares at Dec. 31, 2019 | 3,932,000 | 12,000 | |||
Balance at Mar. 31, 2019 | $ 382 | $ (1,712) | 181,954 | (162,252) | 18,372 |
Balance, shares at Mar. 31, 2019 | 3,819,000 | 10,000 | |||
Common stock issued | $ 1 | 72 | 73 | ||
Common stock issued, shares | 10,000 | ||||
Treasury stock purchased | |||||
Treasury stock purchased, shares | |||||
Stock-based compensation expense | 205 | 205 | |||
Net loss | (5,304) | (5,304) | |||
Balance at Jun. 30, 2019 | $ 383 | $ (1,712) | 182,231 | (167,556) | 13,346 |
Balance, shares at Jun. 30, 2019 | 3,829,000 | 10,000 | |||
Common stock issued | |||||
Treasury stock purchased | |||||
Treasury stock purchased, shares | |||||
Stock-based compensation expense | 205 | 205 | |||
Dividends accrued | (75) | (75) | |||
Net loss | (7,446) | (7,446) | |||
Balance at Sep. 30, 2019 | $ 383 | $ (1,712) | 182,361 | (175,002) | 6,030 |
Balance, shares at Sep. 30, 2019 | 3,829,000 | 10,000 | |||
Common stock issued | |||||
Common stock issued, shares | 5,000 | ||||
Common stock issued through market sales, net of expenses | $ 10 | 218 | 228 | ||
Common stock issued through market sales, net of expenses, shares | 98,000 | ||||
Treasury stock purchased | $ (9) | (9) | |||
Treasury stock purchased, shares | 2,000 | ||||
Stock-based compensation expense | 289 | 289 | |||
Dividends accrued | (354) | (354) | |||
Net loss | (10,663) | (10,663) | |||
Balance at Dec. 31, 2019 | $ 393 | $ (1,721) | 182,514 | (185,665) | (4,479) |
Balance, shares at Dec. 31, 2019 | 3,932,000 | 12,000 | |||
Common stock issued | $ 1 | 1 | |||
Common stock issued, shares | 37,000 | ||||
Restricted stock issued | |||||
Restricted stock issued, shares | 6,000 | ||||
Common stock issued through offering, net of expenses | |||||
Common stock issued through offering, net of expenses, shares | |||||
Common stock issued through market sales, net of expenses | $ 8 | 476 | 484 | ||
Common stock issued through market sales, net of expenses, shares | 80,000 | ||||
Extinguishment of Series A Shares | (828) | (828) | |||
Beneficial Conversion Feature in connection with Series B Issuance | 2,205 | 2,205 | |||
Amortization of Beneficial Conversion Feature | (2,205) | (2,205) | |||
Treasury stock purchased | |||||
Treasury stock purchased, shares | |||||
Stock-based compensation expense | 418 | 418 | |||
Adoption of ASC 842 | |||||
Net loss | (6,494) | (6,494) | |||
Balance at Mar. 31, 2020 | $ 402 | $ (1,721) | 182,580 | (192,159) | (10,898) |
Balance, shares at Mar. 31, 2020 | 4,055,000 | 12,000 | |||
Balance at Dec. 31, 2019 | $ 393 | $ (1,721) | 182,514 | (185,665) | (4,479) |
Balance, shares at Dec. 31, 2019 | 3,932,000 | 12,000 | |||
Net loss | (26,451) | ||||
Balance at Dec. 31, 2020 | $ 402 | $ (1,773) | 184,404 | (212,116) | (29,083) |
Balance, shares at Dec. 31, 2020 | 4,075,000 | 20,000 | |||
Balance at Mar. 31, 2020 | $ 402 | $ (1,721) | 182,580 | (192,159) | (10,898) |
Balance, shares at Mar. 31, 2020 | 4,055,000 | 12,000 | |||
Common stock issued | |||||
Common stock issued, shares | |||||
Treasury stock purchased | $ (49) | (49) | |||
Treasury stock purchased, shares | 7,000 | ||||
Stock-based compensation expense | 400 | 400 | |||
Net loss | (5,580) | (5,580) | |||
Balance at Jun. 30, 2020 | $ 402 | $ (1,770) | 182,980 | (197,739) | (16,127) |
Balance, shares at Jun. 30, 2020 | 4,055,000 | 19,000 | |||
Common stock issued | |||||
Common stock issued, shares | 5,000 | ||||
Stock-based compensation expense | 563 | 563 | |||
Dividends accrued | |||||
Net loss | (6,234) | (6,234) | |||
Balance at Sep. 30, 2020 | $ 402 | $ (1,770) | 183,543 | (203,973) | (21,798) |
Balance, shares at Sep. 30, 2020 | 4,060,000 | 19,000 | |||
Common stock issued | |||||
Common stock issued, shares | 15,000 | ||||
Common stock issued through market sales, net of expenses | |||||
Treasury stock purchased | $ (3) | (3) | |||
Treasury stock purchased, shares | 1,000 | ||||
Stock-based compensation expense | 861 | 861 | |||
Dividends accrued | |||||
Net loss | (8,143) | (8,143) | |||
Balance at Dec. 31, 2020 | $ 402 | $ (1,773) | $ 184,404 | $ (212,116) | $ (29,083) |
Balance, shares at Dec. 31, 2020 | 4,075,000 | 20,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cash Flows From Operating Activities | ||
Net loss | $ (26,451) | $ (26,740) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 5,501 | 4,524 |
Interest accretion | 549 | 440 |
Bad debt expense | 585 | 499 |
Reversal of 2019 bonus accrual | (1,156) | |
Mark to market on warrants | (61) | (279) |
ESPP expense | 55 | |
Deferred income taxes | 37 | 18 |
Change in estimate on collectability of accounts receivable | 3,479 | |
Change in fair value of contingent consideration | (489) | (44) |
Asset impairment | 37 | |
Other gains and expenses, net | 18 | |
Other changes in operating assets and liabilities: | ||
Decrease (increase) in accounts receivable | 1,725 | (1,102) |
Decrease in other current assets | 241 | 129 |
Increase in other long-term assets | (11) | |
Decrease in accounts payable | (198) | (938) |
Increase in accrued salaries and bonus | 1,976 | 362 |
Increase (decrease) in accrued liabilities | 1,395 | (1,301) |
Increase in long-term liabilities | 88 | 454 |
Net cash used in operating activities | (13,979) | (18,957) |
Cash Flows From Investing Activity | ||
Acquisition of Biopharma, net of cash acquired | (13,829) | |
Purchase of property and equipment | (1,575) | (131) |
Sale of property and equipment | 13 | |
Net cash used in investing activities | (1,575) | (13,947) |
Cash Flows From Financing Activities | ||
Issuance of common stock, net of expenses | 434 | 6,478 |
Issuance of preferred stock, net of expenses | 25,744 | |
Issuance of Series B preferred stock, net of expenses | 19,223 | |
Payment of CGIX note and related interest | (6,024) | |
(Payments) borrowings on Line of Credit | (3,000) | 3,000 |
Cash paid for repurchase of restricted shares | (52) | (41) |
Net cash provided by financing activities | 16,605 | 29,157 |
Net increase (decrease) in cash, cash equivalents and restricted cash | 1,051 | (3,747) |
Cash, cash equivalents and restricted cash - beginning | 2,321 | 6,068 |
Cash, cash equivalents and restricted cash - ending | $ 3,372 | $ 2,321 |
Nature of Business and Signific
Nature of Business and Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Nature of Business and Significant Accounting Policies | 1. Nature of Business and Significant Accounting Policies Nature of Business Interpace Biosciences, Inc. (“Interpace” or the “Company”) enables personalized medicine, offering specialized services along the therapeutic value chain from early diagnosis and prognostic planning to targeted therapeutic applications and pharma services. The Company provides molecular diagnostics, bioinformatics and pathology services for evaluation of risk of cancer by leveraging the latest technology in personalized medicine for improved patient diagnosis and management. The Company also provides pharmacogenomics testing, genotyping, biorepository and other specialized services to the pharmaceutical and biotech industries. The Company advances personalized medicine by partnering with pharmaceutical, academic, and technology leaders to effectively integrate pharmacogenomics into their drug development and clinical trial programs. Principles of Consolidation The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). The consolidated financial statements include the accounts of Interpace Biosciences, Inc. fka Interpace Diagnostics Group, Inc., Interpace Diagnostics Corporation, Interpace Diagnostics, LLC and Interpace Pharma Solutions, Inc. fka Interpace Biopharma, Inc. Discontinued operations include the Company’s wholly-owned subsidiaries: Group DCA, LLC (“Group DCA”), InServe Support Solutions (Pharmakon), and TVG, Inc. (TVG, dissolved December 31, 2014) and its Commercial Services (“CSO”) business unit. All significant intercompany balances and transactions have been eliminated in consolidation. The Company has one reporting segment: the Company’s clinical and pharma services business. The Company’s current reporting segment structure is reflective of the way the Company’s management views the business, makes operating decisions and assesses performance. This structure allows investors to better understand Company performance, better assess prospects for future cash flows, and make more informed decisions about the Company. Accounting Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts of assets and liabilities reported and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management’s estimates are based on historical experience, facts and circumstances available at the time, and various other assumptions that are believed to be reasonable under the circumstances. Significant estimates include accounting for valuation allowances related to deferred income taxes, contingent consideration, allowances for doubtful accounts and notes, revenue recognition, unrecognized tax benefits, and asset impairments involving other intangible assets. The Company periodically reviews these matters and reflects changes in estimates as appropriate. Actual results could materially differ from those estimates. Reverse stock split On January 15, 2020, the Company effected a one-for-ten reverse split of its issued and outstanding shares of its common stock (the “Reverse Stock Split”). Every 10 shares of common stock issued and outstanding were automatically combined into one share of issued and outstanding common stock, without any change in the par value per share. The Company’s issued and outstanding stock decreased from 39,323,701 to 3,932,370 and 39,205,895 to 3,920,589 at December 31, 2019. All information related to common stock, stock options, restricted stock units, warrants and earnings per share have been retroactively adjusted to give effect to the reverse stock split for all periods presented. Immaterial Revision In 2020, the Company completed an Internal Revenue Code Section 382 analysis of its historical net operating loss carry-forward amount. As a result, the prior year net operating loss carry-forward was determined to be limited. See Note 17 Income Taxes Cash and Cash Equivalents Cash and cash equivalents include unrestricted cash accounts, money market investments and highly liquid investment instruments with original maturity of three months or less at the date of purchase. Accounts Receivable, Net The Company’s accounts receivables represent unconditional rights to consideration and are generated using its proprietary tests and pharma services. The Company’s clinical services are fulfilled upon completion of the test, review and release of the test results. In conjunction with fulfilling these services, the Company bills the third-party payer or direct-bill payer. Contractual adjustments represent the difference between the list prices and the reimbursement rates set by third party payers, including Medicare, commercial payers, and amounts billed to direct-bill payers. Specific accounts may be written off after several appeals, which in some cases may take longer than twelve months. Pharma services represent, primarily, the performance of laboratory tests in support of clinical trials for pharma services customers. The Company bills these services directly to the customer. Other current assets Other current assets consisted of the following as of December 31, 2020 and 2019: December 31, 2020 December 31, 2019 Lab supply inventory $ 2,052 $ 1,825 Prepaid expenses 625 971 Funds in escrow - 888 Other 45 167 Total other current assets $ 2,722 $ 3,851 Property and Equipment, net Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization is recognized on a straight-line basis, using the estimated useful lives of: seven to twelve years for furniture and fixtures; two to five years for office and computer equipment; three to twelve years for lab equipment; and leasehold improvements are amortized over the shorter of the estimated service lives or the terms of the related leases which are currently three to ten years. Repairs and maintenance are charged to expense as incurred. Upon disposition, the asset and related accumulated depreciation and amortization are removed from the related accounts and any gains or losses are reflected in operations. Software Costs Internal-Use Software - It is the Company’s policy to capitalize certain costs incurred in connection with developing or obtaining internal-use software. Capitalized software costs are included in property and equipment on the consolidated balance sheet and amortized over the software’s useful life, generally three to seven years. Software costs that do not meet capitalization criteria are expensed immediately. External-Use Software - It is the Company’s policy to capitalize certain costs incurred in connection with developing or obtaining external-use software. Capitalized software costs are included in property and equipment on the consolidated balance sheet and amortized over the software’s useful life, generally three years. Software costs that do not meet capitalization criteria are expensed immediately. See Note 7, Property and Equipment Long-Lived Assets, including Finite-Lived Intangible Assets Finite-lived intangible assets are stated at cost less accumulated amortization. Amortization of finite-lived acquired intangible assets is recognized on a straight-line basis, using the estimated useful lives of the assets of approximately two years to ten years in acquisition related amortization expense in the Consolidated Statements of Operations. The Company reviews the recoverability of long-lived assets and finite-lived intangible assets whenever events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. If the sum of the expected future undiscounted cash flows is less than the carrying amount of the asset, an impairment loss is recognized by reducing the recorded value of the asset to its fair value measured by future discounted cash flows. This analysis requires estimates of the amount and timing of projected cash flows and, where applicable, judgments associated with, among other factors, the appropriate discount rate. Such estimates are critical in determining whether any impairment charge should be recorded and the amount of such charge if an impairment loss is deemed to be necessary. As a result of overall economic conditions related to the coronavirus pandemic, the impact of the coronavirus pandemic on the Company’s financial results, and the decrease in the price of the Company’s common stock noted during the third quarter of fiscal 2020, the Company performed an internal review of its long-lived assets. Due to an extended delay in the launch of the Company’s Barrett’s test, the Company believes there was a triggering event in Fiscal 2016. The Company applied the required procedures under ASC 360 and assessed the estimated future cash flows related to the Barrett’s intangible asset on an undiscounted basis. It was determined that the carrying value of the asset was in excess of the undiscounted cash flows as of December 31, 2016. As a result, the Company performed a formal valuation of the asset on a discounted basis in order to measure the related impairment. Additionally, the Company concluded that amortization of both the Barrett’s intangible asset and its Thyroid intangible assets should have begun at the point in which the asset was ready for use. The Company’s policy had been to amortize such assets upon launch of the test. Contingencies In the normal course of business, the Company is subject to various contingencies. Contingencies are recorded in the consolidated financial statements when it is probable that a liability will be incurred and the amount of the loss is reasonably estimable, or otherwise disclosed, in accordance with ASC 450, Contingencies. Significant judgment is required in both the determination of probability and the determination as to whether a loss is reasonably estimable. In the event the Company determines that a loss is not probable, but is reasonably possible, and it becomes possible to develop what the Company believes to be a reasonable range of possible loss, then the Company will include disclosures related to such matter as appropriate and in compliance with ASC 450. To the extent there is a reasonable possibility that the losses could exceed the amounts already accrued, the Company will, when applicable, adjust the accrual in the period the determination is made, disclose an estimate of the additional loss or range of loss, indicate that the estimate is immaterial with respect to its financial statements as a whole or, if the amount of such adjustment cannot be reasonably estimated, disclose that an estimate cannot be made. The Company is not currently involved in any legal proceedings of a material nature and, accordingly, the Company has not accrued estimated costs related to any legal claims. Revenue Recognition Our clinical services derive its revenues from the performance of its proprietary assays or tests. The Company’s performance obligation is fulfilled upon the completion, review and release of test results to the customer. The Company subsequently bills third-party payers or direct-bill payers for the tests performed. Revenue is recognized based on the estimated transaction price or NRV, which is determined based on historical collection rates by each payer category for each proprietary test offered by the Company. To the extent the transaction price includes variable consideration, for all third party and direct-bill payers and proprietary tests, the Company estimates the amount of variable consideration that should be included in the transaction price using the expected value method based on historical experience. For our clinical services, we regularly review the ultimate amounts received from the third-party and direct-bill payers and related estimated reimbursement rates and adjust the NRV’s and related contractual allowances accordingly. If actual collections and related NRV’s vary significantly from our estimates, we will adjust the estimates of contractual allowances, which would affect net revenue in the period such variances become known. During 2019, the Company recorded a reduction to revenue of $3.5 million due to a change in estimate of the amounts to be collected from 2018 services. For our pharma services, project level activities, including study setup and project management, are satisfied over the life of the contract. Revenues are recognized at a point in time when the test results or other deliverables are reported to the customer. The Company elected the practical expedient to expense contract costs as incurred related to clinical services because the contract term is less than one year. Contract costs for pharma services were not significant. Cost of revenue Cost of revenue consists primarily of the costs associated with operating our laboratories and other costs directly related to our tests. Personnel costs, which constitute the largest portion of cost of services, include all labor related costs, such as salaries, bonuses, fringe benefits and payroll taxes for laboratory personnel. Other direct costs include, but are not limited to, laboratory supplies, certain consulting expenses, royalty expenses, and facility expenses. Stock-Based Compensation The compensation cost associated with the granting of stock-based awards is based on the grant date fair value of the stock award. The Company recognizes the compensation cost, net of estimated forfeitures, over the shorter of the vesting period or the period from the grant date to the date when retirement eligibility is achieved. Forfeitures are initially estimated based on historical information and subsequently updated over the life of the awards to ultimately reflect actual forfeitures. As a result, changes in forfeiture activity can influence the amount of stock compensation cost recognized from period to period. The Company primarily uses the Black-Scholes option-pricing model to determine the fair value of stock options and stock appreciation rights (“SARs”). The determination of the fair value of stock-based payment awards is made on the date of grant and is affected by the Company’s stock price as well as assumptions made regarding a number of complex and subjective variables. These assumptions include: expected stock price volatility over the term of the awards; actual and projected employee stock option exercise behaviors; the risk-free interest rate; and expected dividend yield. The fair value of restricted stock units, or RSUs, and restricted shares is equal to the closing stock price on the date of grant. In 2020, the Company issued performance-based options and RSUs based on achieving stock price or certain other financial metrics. These require the Company to assess the likelihood of achieving certain performance milestones on a quarterly basis. In these instances, the Company has the initial valuation model prepared by an outside expert. See Note 15, Stock-Based Compensation, Treasury Stock Treasury stock purchases are accounted for under the cost method whereby the entire cost of the acquired stock is recorded as treasury stock. Upon reissuance of shares, the Company records any difference between the weighted-average cost of such shares and any proceeds received as an adjustment to additional paid-in capital. Leases The Company determines if an arrangement contains a lease in whole or in part at the inception of the contract. Right-of-use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term while lease liabilities represent our obligation to make lease payments arising from the lease. All leases with terms greater than twelve months result in the recognition of a ROU asset and a liability at the lease commencement date based on the present value of the lease payments over the lease term. Unless a lease provides all of the information required to determine the implicit interest rate, we use our incremental borrowing rate based on the information available at the commencement date in determining the present value of the lease payments. We use the implicit interest rate in the lease when readily determinable. Our lease terms include all non-cancelable periods and may include options to extend (or to not terminate) the lease when it is reasonably certain that we will exercise that option. Leases with terms of twelve months or less at the commencement date are expensed on a straight-line basis over the lease term and do not result in the recognition of an asset or liability. See Note 9, Leases Income taxes Income taxes are based on income for financial reporting purposes calculated using the Company’s expected annual effective rate and reflect a current tax liability or asset for the estimated taxes payable or recoverable on the current year tax return and expected annual changes in deferred taxes. Any interest or penalties on income tax are recognized as a component of income tax expense. The Company accounts for income taxes using the asset and liability method. This method requires recognition of deferred tax assets and liabilities for expected future tax consequences of temporary differences that currently exist between tax bases and financial reporting bases of the Company’s assets and liabilities based on enacted tax laws and rates. Deferred tax expense (benefit) is the result of changes in the deferred tax asset and liability. A valuation allowance is established, when necessary, to reduce the deferred income tax assets when it is more likely than not that all or a portion of a deferred tax asset will not be realized. The Company operates in multiple tax jurisdictions and pays or provides for the payment of taxes in each jurisdiction where it conducts business and is subject to taxation. The breadth of the Company’s operations and the complexity of the tax law require assessments of uncertainties and judgments in estimating the ultimate taxes the Company will pay. The final taxes paid are dependent upon many factors, including negotiations with taxing authorities in various jurisdictions, outcomes of tax litigation and resolution of proposed assessments arising from federal and state audits. Uncertain tax positions are recognized in the financial statements when it is more likely than not (i.e., a likelihood of more than fifty percent) that a position taken or expected to be taken in a tax return would be sustained upon examination by tax authorities that have full knowledge of all relevant information. A recognized tax position is then measured as the largest amount of benefit that is greater than fifty percent likely to be realized upon ultimate settlement. The Company adjusts accruals for unrecognized tax benefits as facts and circumstances change, such as the progress of a tax audit. However, any adjustments made may be material to the Company’s consolidated results of operations or cash flows for a reporting period. Penalties and interest, if incurred, would be recorded as a component of current income tax expense. Significant judgment is also required in evaluating the need for and magnitude of appropriate valuation allowances against deferred tax assets. Deferred tax assets are regularly reviewed for recoverability. The Company currently has significant deferred tax assets resulting from net operating loss carryforwards and deductible temporary differences, which should reduce taxable income in future periods, if generated. The realization of these assets is dependent on generating future taxable income. Income (Loss) per Share Basic earnings per common share are computed by dividing net income by the weighted average number of shares outstanding during the year including any unvested share-based payment awards that contain nonforfeitable rights to dividends. Diluted earnings per common share are computed by dividing net income by the sum of the weighted average number of shares outstanding and dilutive common shares under the treasury method. Unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents (whether paid or unpaid), are participating securities and are included in the computation of earnings per share pursuant to the two-class method. As a result of the losses incurred in both 2020 and 2019, the potentially dilutive common shares have been excluded from the earnings per share computation for these periods because its inclusion would have been anti-dilutive. Additionally, preferred shares have been excluded in the denominator of the earnings per share computation, on an if-converted basis, as such shares would have been anti-dilutive. |
Acquisition
Acquisition | 12 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
Acquisition | 2. Acquisition On July 15, 2019, the Company entered into an Asset Purchase Agreement to acquire certain assets and assumed certain liabilities relating to Cancer Genetics, Inc.’s (“CGI”) biopharma business (“BioPharma”) for $23.5 million less certain closing adjustments of $1.98 million (the “Base Purchase Price”). At the closing the Company used the proceeds from an initial tranche of preferred stock financing and paid $13.8 million. Additionally, the Company issued a subordinated seller note to CGI in the amount of $7,692,300. The BioPharma business (presently known as Interpace Pharma Solutions, Inc. or “pharma services”) provides pharmaceutical and biotech companies and non-profit entities performing clinical trials with lab testing services for patient stratification and treatment selection through an extensive suite of molecular and biomarker-based testing services, DNA- and RNA- extraction and customized assay development and trial design consultation. The Base Purchase Price was subject to two additional adjustments following the closing: for the finalized net worth (assets less liabilities) of BioPharma as of June 30, 2019 (the “NWA”), subject to a cap of $775,000, and for certain older accounts receivable, in the aggregate amount of approximately $830,000, still uncollected as of December 31, 2019 (the “ARA”). Any amounts due to the Company under the NWA were to be set off against the Excess Consideration Note and any amounts due to the Company under the ARA were to be either set off against the Excess Consideration Note or, if it is no longer outstanding, satisfied through an AR Holdback (as defined in the Asset Purchase Agreement) mechanism, in each case as further set forth in the Asset Purchase Agreement. Additionally, an indemnification holdback of $735,000 was established as an offset for any potential claims against the Company related to the transaction. The expiration period for the notification of any third-party claims was set at January 15, 2020. On October 18, 2019, a payment of $6,024,489 was made in settlement of the note less remaining holdbacks of $887,858, $735,000 for the Indemnification Holdback and $152,858 for the remaining AR Holdback. All holdback amounts were settled by May 31, 2020. The transaction was accounted for using the acquisition method of accounting for business combinations in accordance with GAAP. Under this method, the total consideration transferred to consummate the acquisition is being allocated to the identifiable tangible and intangible assets acquired and liabilities assumed based on their respective fair values as of the closing date of the acquisition. The acquisition method of accounting requires extensive use of estimates and judgments to allocate the consideration transferred to the identifiable tangible and intangible assets acquired and liabilities assumed. In connection with the transaction, the Company recorded $8.3 million of goodwill and $7.3 million of finite lived intangible assets. Finite lived intangible assets had a combined weighted-average amortization period of 8.4 years at the time of acquisition, which consists of ten years for tradenames and eight years for customer relationships. Goodwill results largely from a trained workforce in place and expected synergies from new lines of business. Goodwill recorded in conjunction with the acquisition is deductible for income tax purposes. See Note 8, Goodwill and Other Intangible Assets, The reconciliation of consideration given for BioPharma to the allocation of the purchase price of assets and liabilities acquired based on their relative fair values was as follows: Cash $ 13,829 Subordinated note payable 6,822 Total consideration $ 20,651 Assets acquired Accounts receivable $ 3,731 Accrued revenue 289 Lab supplies 877 Prepaid expenses 266 Property and equipment 6,412 Operating lease assets 2,187 Acquired identifiable intangible assets: Trademarks and trade name 1,600 Customer relationships 5,700 Total acquired identifiable intangible assets 7,300 Goodwill 8,273 Total assets acquired 29,335 Liabilities assumed Accounts payable (4,535 ) Accrued liabilities (435 ) Deferred revenue (1,076 ) Operating lease liabilities (2,187 ) Finance lease liabilities (451 ) Total liabilities assumed (8,684 ) Net assets acquired $ 20,651 The following unaudited pro forma consolidated revenues for the year ended December 31, 2019 assume that the Company had acquired Biopharma Solutions as of January 1, 2019. The pro forma revenues include estimates and assumptions which management believes are reasonable. However, pro forma revenues are not necessarily indicative of the revenues that would have occurred if the acquisition had been consummated as of the date indicated, nor are they necessarily indicative of future revenues. Year Ended December 31, 2019 Revenue $ 31,722 The BioPharma business had not historically been accounted for as a separate entity, subsidiary or division of CGI. In addition, stand-alone financial statements related to BioPharma have not been prepared previously as CGI’s financial system was not designed to provide complete financial information of BioPharma. Therefore, the Company was not able to estimate the pro forma impact to net loss or the net loss per share of BioPharma for the year ended December 31, 2019. |
Recent Accounting Standards
Recent Accounting Standards | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Changes and Error Corrections [Abstract] | |
Recent Accounting Standards | 3. Recent Accounting Standards Recently Adopted Accounting Guidance In August 2018, the FASB issued ASU No. 2018-15, Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract, which changes the accounting for implementation costs incurred in a cloud computing arrangement that is a service contract. The update aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The implementation costs should be presented accordingly as other assets, current and non-current on the balance sheet and expensed over the term of the hosting arrangement. The Company adopted this pronouncement on January 1, 2020 and the impact was not material to the Company’s Consolidated Financial Statements. In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement: Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement, which adds and modifies certain disclosure requirements for fair value measurements. Under the new guidance, entities will no longer be required to disclose the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, or valuation processes for Level 3 fair value measurements. However, public companies are required to disclose the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and related changes in unrealized gains and losses included in other comprehensive income. The Company adopted this pronouncement on January 1, 2020 and the impact was not material to the Company’s Consolidated Financial Statements. Accounting Pronouncements Pending Adoption Standards not yet effective In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”). ASU 2019-12 will simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The amendments also improve consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. The amendment is effective for annual periods beginning after December 15, 2020. We do not expect that the requirements of ASU 2017-04 will have a material impact on our consolidated financial statements. |
Going Concern
Going Concern | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | 4. Going Concern The accompanying consolidated financial statements have been prepared on a basis that assumes that the Company will continue as a going concern and that contemplates the continuity of operations, the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. Accordingly, the accompanying consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts of liabilities that might result from the outcome of this uncertainty. As of December 31, 2020, the Company had cash and cash equivalents of $2.8 million, net accounts receivable of $8.0 million, total current assets of $14.1 million and total current liabilities of $18.2 million. For the year ended December 31, 2020, the Company had a net loss of $26.5 million and cash used in operating activities was $14.0 million. During the second and third quarters of fiscal 2020 the Company experienced slower collections due to the pandemic and in September 2020, we repaid approximately $3.4 million to Silicon Valley Bank (“SVB”) under our former secured revolving line of credit facility (the “Revolver”), which was part of our Loan and Security Agreement with SVB dated November 13, 2018, as amended March 18, 2019 (as so amended, the “SVB Loan Agreement”). On January 5, 2021, the Company terminated the SVB Loan Agreement. See Note 19, Revolver Subsequent Events In September 2019, we entered into the Equity Distribution Agreement (the “Equity Distribution Agreement”) with Oppenheimer& Co. Inc., as sales agent (the “Agent”), pursuant to which we, from time to time, issued and sold shares of our common stock with an aggregate offering price of up to $3.7 million through the Agent (the “ATM arrangement”). During the year ended December 31, 2020, approximately 178,000 shares of common stock were sold for net proceeds of approximately $0.7 million. As a result of the preferred shares transaction mentioned below, additional shares may no longer be sold under the ATM arrangement without a majority approval by the holders of the preferred shares. Since our common stock has been delisted by The Nasdaq Stock Market LLC (“Nasdaq”) due to our failure to meet minimum stockholders’ equity requirements, we are no longer eligible to sell under the Equity Distribution Agreement. In addition, we are currently ineligible to use a Form S-3 shelf registration statement. In January 2020, we sold 20,000 Series B preferred shares to investors, led by 1315 Capital II, L.P. (“1315 Capital”), for net proceeds of approximately $19.2 million. See Note 13, Equity During April 2020, the Company applied for various federal stimulus grants and advances made available under Title 1 of the Coronavirus Aid, Relief, and Economic Security (CARES) Act (the “CARES Act”). As of September 30, 2020, we received $2.1 million in advances under the Centers for Medicare & Medicaid Services (“CMS”) accelerated and advance payment program, as well as a $0.65 million grant from the Department of Health and Human Services (“HHS”). The CMS advance will be offset against future Medicare billings of the Company, and we applied the HHS grant in its entirety towards qualified second quarter expenses. These expenses related to lab equipment and supplies purchased to prevent, prepare for, and respond to coronavirus, including development of coronavirus and serology tests, as well as expenses that would have been covered by revenue lost to coronavirus during the second quarter. CMS will begin to utilize the $2.1 million advanced payment against cash payments beginning in the second quarter of 2021. During April and early May 2020, the Company made payments totaling $888,000 to Cancer Genetics Inc. (“CGI”) for funds withheld from the Excess Consideration Note to satisfy certain adjustments and indemnification obligations under the Secured Creditor Asset Purchase Agreement dated July 15, 2019 in connection with the acquisition of the biopharma business of CGI. On January 7, 2021, the Company entered into a $3 million loan through a secured promissory note with Ampersand 2018 Limited Partnership (“Ampersand”) and a $2 million loan through a secured promissory note with 1315 Capital, its Series B shareholders. The rate of interest on the Notes is equal to eight percent (8.0%) per annum and their maturity date is the earlier of (a) June 30, 2021 and (b) the date on which all amounts become due upon the occurrence of any event of default as defined in the Notes. Both loans are secured by substantially all of the Company’s assets. See Note 21, Subsequent Events The Company’s cash and cash equivalents balance is decreasing and we will not generate positive cash flows from operations for the year ending December 31, 2021. We intend to meet our ongoing capital needs by using our available cash, including the loans from Ampersand and 1315 Capital, as well as revenue growth and margin improvement; collection of accounts receivable; containment of costs; and the potential use of other financing options. The Company has and may continue to delay, scale-back, or eliminate certain of its activities and other aspects of its operations until such time as the Company is successful in securing additional funding. The Company is exploring various dilutive and non-dilutive sources of funding, including equity and debt financings, strategic alliances, business development and other sources. As a result of the Company’s Common Stock being delisted from Nasdaq due to its failure to meet minimum stockholders’ equity requirements, the Company’s ability to raise additional capital may be materially adversely impacted. In addition, the Company’s inability to use Form S-3 after it files its Form 10-K for the fiscal year ended December 31, 2020 may have an adverse impact on our ability to raise additional capital. The future success of the Company is dependent upon its ability to obtain additional funding. There can be no assurance, however, that the Company will be successful in obtaining such funding in sufficient amounts, on terms acceptable to the Company, or at all. As of the date of this Report, the Company currently anticipates that current cash and cash equivalents will be sufficient to meet its anticipated cash requirements through the end of the second quarter. These factors raise substantial doubt about the Company’s ability to continue as a going concern. As of March 25, 2021 we had approximately $3.2 million of cash on hand, excluding restricted cash. |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | 5. Discontinued Operations The Company accounts for business dispositions and its businesses held for sale in accordance with ASC 205-20, Discontinued Operations. ASC 205-20 requires the results of operations of business dispositions to be segregated from continuing operations and reflected as discontinued operations in current and prior periods. The components of liabilities classified as discontinued operations relate to Commercial Services and consist of the following as of December 31, 2020 and December 31, 2019: December 31, 2020 December 31, 2019 Accrued liabilities $ 766 $ 766 Current liabilities from discontinued operations 766 766 Total liabilities $ 766 $ 766 The table below presents the significant components of CSO, Group DCA’s, Pharmakon’s and TVG’s results included within loss from discontinued operations, net of tax in the consolidated statements of operations for the years ended December 31, 2020 and 2019. Years Ended December 31, 2020 2019 Income from discontinued operations, before tax $ - $ 220 Income tax expense 250 308 Loss from discontinued operations, net of tax $ (250 ) $ (88 ) |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 6. Fair Value Measurements Cash and cash equivalents, accounts receivable, and accounts payable approximate fair value due to their relative short-term nature. The Company’s financial liabilities reflected at fair value in the consolidated financial statements include contingent consideration and warrant liability. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In determining fair value, the Company uses various methods including market, income and cost approaches. Based on these approaches, the Company often utilizes certain assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and/or the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market-corroborated, or generally unobservable inputs. The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. Based upon observable inputs used in the valuation techniques, the Company is required to provide information according to the fair value hierarchy. The fair value hierarchy ranks the quality and reliability of the information used to determine fair values into three broad levels as follows: Level 1: Valuations for assets and liabilities traded in active markets from readily available pricing sources for market transactions involving identical assets or liabilities. Level 2: Valuations for assets and liabilities traded in less active dealer or broker markets. Valuations are obtained from third-party pricing services for identical or similar assets or liabilities. Level 3: Valuations for assets and liabilities include certain unobservable inputs in the assumptions and projections used in determining the fair value assigned to such assets or liabilities. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. The valuation methodologies used for the Company’s financial instruments measured on a recurring basis at fair value, including the general classification of such instruments pursuant to the valuation hierarchy, is set forth in the tables below. As of December 31, 2020 Fair Value Measurements Carrying Fair As of December 31, 2020 Amount Value Level 1 Level 2 Level 3 Liabilities: Contingent consideration: Asuragen (1) $ 2,216 $ 2,216 $ - $ - $ 2,216 Other long-term liabilities: Warrant liability (2) 21 21 - - 21 $ 2,237 $ 2,237 $ - $ - $ 2,237 As of December 31, 2019 Fair Value Measurements Carrying Fair As of December 31, 2019 Amount Value Level 1 Level 2 Level 3 Liabilities: Contingent consideration: Asuragen (1) $ 2,893 $ 2,893 $ - $ - $ 2,893 Other long-term liabilities: Warrant liability (2) 82 82 - - 82 $ 2,975 $ 2,975 $ - $ - $ 2,975 In connection with the acquisition of certain assets from Asuragen, the Company recorded contingent consideration related to contingent payments and other revenue-based payments. The Company determined the fair value of the contingent consideration based on a probability-weighted income approach derived from revenue estimates. The fair value measurement is based on significant inputs not observable in the market and thus represents a Level 3 measurement. Cancellation Adjustment of Obligation/ to Fair Value/ December 31, Payments Accretion Conversions Exercises Mark to Market December 31, Asuragen $ 2,893 $ (737 ) $ 549 $ - $ (489 ) $ 2,216 Underwriters Warrants 82 - - - (61 ) 21 $ 2,975 $ (737 ) $ 549 $ - $ (550 ) $ 2,237 Certain of the Company’s non-financial assets, such as other intangible assets are measured at fair value on a nonrecurring basis when there is an indicator of impairment and recorded at fair value only when an impairment charge is recognized. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 7. Property and Equipment Property and equipment consisted of the following as of December 31, 2020 and 2019: December 31, 2020 2019 Furniture and fixtures $ 339 $ 242 Lab and office equipment 7,536 6,353 Computer equipment 339 339 Internal-use software 1,572 1,276 Leasehold improvements 505 506 Property and equipment 10,291 8,716 Less accumulated depreciation and amortization (2,942 ) (1,902 ) Net property and equipment $ 7,349 $ 6,814 Depreciation and amortization expense from continuing operations was approximately $0.8 million and $0.5 million for the years ended December 31, 2020 and 2019, respectively. There was internal-use software amortization expense included in depreciation and amortization expense in 2020 of approximately $0.1 million. As of December 31, 2020, capitalized external-use software was fully amortized. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | 8. Goodwill and Other Intangible Assets Goodwill is attributable to the acquisition of the Biopharma business from CGI in July 2019. The carrying value of the intangible assets acquired was $15.6 million, with goodwill of approximately $8.3 million and identifiable intangible assets of approximately $7.3 million. The goodwill balance at December 31, 2020 was $8.4 million. The net carrying value of the identifiable intangible assets as of December 31, 2020 and December 31, 2019 is as follows: As of As of Life Carrying Carrying (Years) Amount Amount Asuragen acquisition: Thyroid 9 $ 8,519 $ 8,519 RedPath acquisition: Pancreas test 7 16,141 16,141 Barrett’s test 9 6,682 6,719 BioPharma acquisition: Trademarks 10 1,600 1,600 Customer relationships 8 5,700 5,700 CLIA Lab 2.3 $ 609 $ 609 Total $ 39,251 $ 39,288 Accumulated Amortization $ (27,900 ) $ (23,439 ) Net Carrying Value $ 11,351 $ 15,849 The following table displays a roll forward of the carrying amount of goodwill from January 1, 2019 to December 31, 2020: Carrying Amount Balance as of January 1, 2019 $ - Goodwill acquired 8,273 Adjustments 160 Balance as of December 31, 2019 8,433 Adjustments - Balance as of December 31, 2020 $ 8,433 Amortization expense was approximately $4.5 million and $4.0 million for the years ended December 31, 2020 and 2019, respectively. Estimated amortization expense for the next five years is as follows: 2021 2022 2023 2024 2025 $ 4,078 $ 2,156 $ 1,745 $ 873 $ 873 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Leases | 9. Leases In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which establishes a ROU model that requires a lessee to record a ROU asset and a lease liability, measured on a discounted basis, on the balance sheet for all leases with terms longer than 12 months. Effective January 1, 2019, the Company adopted the provisions of Topic 842 using the alternative modified transition method, with a cumulative effect adjustment to the opening balance of accumulated deficit on the date of adoption, and prior periods not restated, as allowed under the provisions of Topic 842. The Company also elected to use the practical expedients permitted under the transition guidance of Topic 842, which provides for the following: the carryforward of the Company’s historical lease classification, no requirement for reassessment of whether an expired or existing contract contains an embedded lease, no reassessment of initial direct costs for any leases that exist prior to the adoption of the new standard, and the election to consolidate lease and non-lease components. The Company also elected to keep all leases with an initial term of 12 months or less off the balance sheet. The Company recorded $2.4 million of right-of-use lease assets and $2.5 million of lease liabilities upon adoption, primarily relating to rentals of space for our corporate headquarters and laboratories, as well as equipment leases, all under operating leases. In addition, the Company recorded a cumulative adjustment to opening accumulated deficit of $0.1 million. With the acquisition of the Biopharma business of CGI in 2019, the Company added $2.2 million of operating lease assets and liabilities and $0.5 million of finance lease assets and liabilities to its balance sheet. Finance lease assets are included in fixed assets, net of accumulated depreciation. The table below presents the lease-related assets and liabilities recorded in the Consolidated Balance Sheet: Classification on the Balance Sheet December 31, 2020 (unaudited) Assets Financing lease assets Property and equipment, net $ 597 Operating lease assets Operating lease right of use assets 4,384 Total lease assets $ 4,981 Liabilities Current Financing lease liabilities Other accrued expenses $ 177 Operating lease liabilities Other accrued expenses 1,027 Total current lease liabilities $ 1,204 Noncurrent Financing lease liabilities Other long-term liabilities 138 Operating lease liabilities Operating lease liabilities, net of current portion 3,540 Total long-term lease liabilities 3,678 Total lease liabilities $ 4,882 The weighted average remaining lease term for the Company’s operating leases was 7.1 years as of December 31, 2020 and the weighted average discount rate for those leases was 6.0%. The Company’s operating lease expenses are recorded within “Cost of revenue” and “General and administrative expenses.” With respect to the Rutherford lease, in March 2020 the Company delivered a notice of early termination which would terminate the lease in March 2021. As a result of entering into an early termination of the Rutherford lease the Company’s operating lease assets and liabilities decreased by approximately $0.5 million. In June 2020, the Company entered into an amendment of its North Carolina lease extending it for an additional ten years, commencing on June 1, 2020 and continuing until May 31, 2030. The minimum rent per rentable square foot pursuant to the amendment is $14.10 from June 1, 2020 to May 31, 2021, with annual increases of 3%. Pursuant to the amendment, the Company has two options to extend the term for a period of five years each. Also pursuant to the amendment, the Company has the irrevocable right to terminate the lease on November 30, 2025, as well as on November 30, 2027. As a result of entering into an amendment of the North Carolina lease the Company’s operating lease assets and liabilities increased by approximately $2.8 million. The table below reconciles the undiscounted cash flows to the lease liabilities recorded on the Company’s Consolidated Balance Sheet as of December 31, 2020: Operating Leases Financing Leases 2021 1,235 185 2022 1,028 78 2023 629 65 2024 390 - 2024-2030 2,327 Total minimum lease payments 5,609 329 Less: amount of lease payments representing effects of discounting 1,042 14 Present value of future minimum lease payments 4,567 315 Less: current obligations under leases 1,027 177 Long-term lease obligations $ 3,540 $ 138 |
Retirement Plans
Retirement Plans | 12 Months Ended |
Dec. 31, 2020 | |
Retirement Benefits [Abstract] | |
Retirement Plans | 10. Retirement Plans The Company offers an employee 401(k) saving plan. Under the Interpace Biosciences, Inc. 401(k) Plan, employees may contribute up to 50% of their pre- or post-tax base compensation. The Company currently offers a safe harbor matching contribution equal to 100% of the first 3% of the participant’s contributed base salary plus 50% of the participant’s base salary contributed exceeding 3% but not more than 5%. Participants are not allowed to invest any of their 401(k) funds in the Company’s common stock. The Company’s total contribution expense from continuing operations related to the 401(k) plan for the years ended December 31, 2020 and December 31, 2019 was approximately $0.4 million and $0.3 million, respectively. |
Accrued Expenses and Other Long
Accrued Expenses and Other Long-Term Liabilities | 12 Months Ended |
Dec. 31, 2020 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Long-Term Liabilities | 11. Accrued Expenses and Other Long-Term Liabilities Other accrued expenses consisted of the following as of December 31, 2020 and 2019: December 31, 2020 December 31, 2019 Accrued royalties $ 2,710 $ 1,934 Contingent consideration 398 502 Upfront Medicare payment 2,066 - Operating lease liability 1,027 1,321 Financing lease liability 177 184 Deferred revenue 54 457 Payable to CGI - 888 Accrued sales and marketing - diagnostics 51 197 Accrued lab costs - diagnostics 161 163 Accrued professional fees 854 1,399 Taxes payable 334 403 Unclaimed property 565 565 All others 1,398 1,463 Total other accrued expenses $ 9,795 $ 9,476 Other long-term liabilities consisted of the following as of December 31, 2020 and 2019: December 31, 2020 December 31, 2019 Warrant liability $ 21 $ 82 Uncertain tax positions 4,342 4,081 Deferred revenue 136 269 Other 138 141 Total other long-term liabilities $ 4,637 $ 4,573 In the third quarter of 2020, the Company reversed approximately $1.2 million of bonus accrual that was accrued in 2019 after it was determined it would not be paid out. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 12. Commitments and Contingencies The Company leases facilities and certain equipment under agreements classified as operating leases, which expire at various dates through May 2030. Substantially all of the property leases provide for increases based upon use of utilities and landlord’s operating expenses as well as pre-defined rent escalations. Total expense from continuing operations under these agreements for the years ended December 31, 2020 and 2019 was approximately $2.1 million and $1.3 million, respectively. As of December 31, 2020, contractual obligations with terms exceeding one year and estimated minimum future rental payments required by non-cancelable operating leases with initial or remaining lease terms exceeding one year are as follows: Less than 1 to 3 3 to 5 After Total 1 Year Years Years 5 Years Operating lease obligations $ 5,609 $ 1,235 $ 1,657 $ 793 $ 1,924 Litigation Due to the nature of the businesses in which the Company is engaged it is subject to certain risks. Such risks include, among others, risk of liability for personal injury or death to persons using products the Company promotes or commercializes. There can be no assurance that substantial claims or liabilities will not arise in the future due to the nature of the Company’s business activities and recent increases in litigation related to healthcare products. The Company could also be held liable for errors and omissions of its employees in connection with the services it performs that are outside the scope of any indemnity or insurance policy. The Company could be materially adversely affected if it were required to pay damages or incur defense costs in connection with a claim that is outside the scope of an indemnification agreement; if the indemnity, although applicable, is not performed in accordance with its terms; or if the Company’s liability exceeds the amount of applicable insurance or indemnity. |
Equity
Equity | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Equity | 13. Equity Public Offering On January 25, 2019, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with H.C. Wainwright & Co., LLC (“Wainwright”) with respect to the issuance and sale of an aggregate of 933,334 shares (the “Firm Shares”) of the Company’s common stock in an underwritten public offering. Pursuant to the Underwriting Agreement, the Company also granted Wainwright an option, exercisable for 30 days, to purchase an additional 140,000 shares of common stock. The option expired unexercised. The Firm Shares were offered to the public at a price of $7.50 per Share. Wainwright purchased the Firm Shares from the Company pursuant to the Underwriting Agreement at an effective price of $6.975 per share. The Company received net proceeds, after deducting underwriter discounts and commissions and other expenses related to the offering, in the amount of approximately $5.9 million. The Company used the net proceeds from the offering for working capital, capital expenditures, business development and research and development expenditures, and the acquisition (in part) of Biopharma business. Preferred Stock Issuance The Company entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) on July 15, 2019 with Ampersand 2018 Limited Partnership (the “Investor”), a fund managed by Ampersand Capital Partners, providing for the issuance and sale to the Investor of up to an aggregate of $27.0 million in convertible preferred stock, par value $0.01 per share, of the Company consisting of two series, Series A (“Series A”) and Series A-1 (“Series A-1” and together with the Series A, the “Preferred Stock”), both at an issuance price per share of 100 thousand (the “Stated Value”), to be funded at up to two different closings (the “Investment”). The initial closing, which was consummated promptly after the execution of the Securities Purchase Agreement, involved the issuance of 60 newly created shares of Series A at an aggregate purchase price of $6.0 million, and 80 newly created shares of Series A-1 at an aggregate purchase price of $8.0 million, for net proceeds of approximately $13.1 million. The Securities Purchase Agreement contemplated a second closing (the “Second Closing”), which would only be effected following the fulfillment to the Investor’s satisfaction of customary conditions, including, among others, the approval by the stockholders of the Company, as required under the rules of the Nasdaq Stock Market LLC (the “Nasdaq Listing Rules”), of the issuance of shares of common stock upon conversion of the Preferred Stock in excess of the aggregate number of shares of common stock that the Company may issue upon conversion of the Preferred Stock without breaching its obligations under the Nasdaq Listing Rules (the “Stockholder Approval”). The terms of the Series A-1 provided that each share of Series A-1 would automatically convert into one share of Series A upon the Company obtaining the Stockholder Approval. See Note 21, Subsequent Events, Stockholder Approval was obtained on October 10, 2019 for the Securities Purchase Agreement discussed above and each share of Series A-1 issued to the Investor at the initial closing automatically converted into one share of Series A on that day. On October 16, 2019, the Company and the Investor consummated the Second Closing. At the Second Closing, the Company issued to the Investor 130 newly created shares of Series A at an aggregate gross purchase price of $13.0 million. The Company used the proceeds from the Second Closing to make the maturity date payment, subject to certain holdbacks, with respect to the promissory note issued by a subsidiary of the Company to CGI, and expects to use the remaining proceeds for general corporate purposes, including the integration of the BioPharma business. The Company issued the aforementioned note in connection with the acquisition of its BioPharma business. The Series A was offered and sold pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and Rule 506 of Regulation D promulgated thereunder. The shares to be issued upon conversion of the Series A have not been registered under the Securities Act and may not be offered or sold in the United States in the absence of an effective registration statement or exemption from the registration requirements. Preferred Stock Issuance: Securities Purchase and Exchange Agreement On January 10, 2020, the Company entered into a Securities Purchase and Exchange Agreement (the “Securities Purchase and Exchange Agreement”) with 1315 Capital and Ampersand 2018 Limited Partnership (“Ampersand” and, together with 1315 Capital, the “Investors”) pursuant to which the Company agreed to sell to the Investors an aggregate of $20.0 million in Series B Preferred Stock of the Company, at an issuance price per share of $1,000. Pursuant to the Securities Purchase and Exchange Agreement, 1315 Capital agreed to purchase 19,000 shares of Series B Preferred Stock at an aggregate purchase price of $19.0 million and Ampersand agreed to purchase 1,000 shares of Series B Preferred Stock at an aggregate purchase price of $1.0 million. In addition, the Company agreed to exchange $27.0 million of the Company’s existing Series A convertible preferred stock, par value $0.01 per share, held by Ampersand (the “Series A Preferred Stock”), represented by 270 shares of Series A Preferred Stock with a stated value of $100,000 per share, which represents all of the Company’s issued and outstanding Series A Preferred Stock, for 27,000 newly issued shares of Series B Preferred Stock (such shares of Series B Preferred Stock, the “Exchange Shares” and such transaction, the “Exchange”). Following the Exchange, no shares of Series A Preferred Stock remained designated, authorized, issued or outstanding. The Series B Preferred Stock has a conversion price of $6.00 as compared to a conversion price of $8.00 on the Series A Preferred Stock, but did not include certain rights applicable to the Series A Preferred Stock, including a six-percent (6%) dividend and a conversion price adjustment for any failure by the Company to achieve a revenue target of $34.0 million in 2020 related to its clinical services or a weighted-average anti-dilution adjustment. Under the terms of the Securities Purchase and Exchange Agreement, Ampersand also agreed to waive all dividends and weighted-average anti-dilution adjustments accrued to date on the Series A Preferred Stock. A convertible financial instrument includes a beneficial conversion feature if its conversion price is lower than the Company’s stock price at the commitment date. The Company determined that the sale of the Series B Preferred resulted in a beneficial conversion feature with an intrinsic value of $2.2 million, which the Company recorded as a reduction to additional paid-in capital upon the sale of the Series B Preferred stock. The Company calculated the intrinsic value of the beneficial conversion feature as the difference between the estimated fair value of the Common Stock on January 15, 2020 of $6.79 per share and the effective conversion price per share of $6.00 multiplied by the number of shares of common stock issuable upon conversion. The Company fully amortized the beneficial conversion feature during the three months ended March 31, 2020 in accordance with GAAP. The beneficial conversion feature resulted in an increase in the loss attributable to common shareholders for the three months ended March 31, 2020 in the Condensed Consolidated Statement of Operations, as it represented a deemed dividend to the preferred shareholders. In April 2020, the Company entered into support agreements with each of the Series B Investors, pursuant to which Ampersand and 1315 Capital, respectively, consented to, and agreed to vote (by proxy or otherwise), all shares of Series B Preferred Stock registered in its name or beneficially owned by it and/or over which it exercises voting control as of the date of the Support Agreement and any other shares of Series B Preferred Stock legally or beneficially held or acquired by such Series B Investor after the date of the Support Agreement or over which it exercises voting control, in favor of any Fundamental Action desired to be taken by the Company as determined by the Board. For purposes of each Support Agreement, “Fundamental Action” means any action proposed to be taken by the Company and set forth in Section 4(d)(i), 4(d)(ii), 4(d)(v), 4(d)(vi), 4(d)(viii) or 4(d)(ix) of the Certificate of Designation of Series B Preferred Stock or Section 8.5.1.1, 8.5.1.2, 8.5.1.5, 8.5.1.6, 8.5.1.8 or 8.5.1.9 of the Amended and Restated Investor Rights Agreement. The support agreement between the Company and Ampersand was terminated by mutual agreement on July 9, 2020; however, the support agreement entered into with 1315 Capital remains in effect. As of December 31, 2020 and 2019, there were 47,000 Series B and 270 Series A issued and outstanding shares of preferred stock, respectively. ATM Arrangement On September 20, 2019, the Company entered into an Equity Distribution Agreement with Oppenheimer & Co. Inc., as Agent, pursuant to which the Company may, from time to time, issue and sell shares of its Common Stock, at an aggregate offering price of up to $4.8 million (the “Shares”) through the Agent. Under the terms of the Equity Distribution Agreement, the Agent may sell the Shares at market prices by any method that is deemed to be an “at the market offering” as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”). Subject to the terms and conditions of the Equity Distribution Agreement, the Agent will use its commercially reasonable efforts to sell the Shares from time to time, based upon the Company’s instructions. The Company has no obligation to sell any of the Shares and may, at any time, suspend sales under the Equity Distribution Agreement or terminate the Equity Distribution Agreement in accordance with its terms. The Company has provided the Agent with customary indemnification rights, and the Agent will be entitled to a fixed commission of 3.0% of the aggregate gross proceeds from the Shares sold. The Equity Distribution Agreement contains customary representations and warranties and the Company is required to deliver customary closing documents and certificates in connection with sales of the Shares. In 2019, 97,817 shares (as adjusted for the reverse stock split) were sold for net proceeds to the Company of approximately $0.2 million. In 2020, approximately 178,000 shares were sold for net proceeds to the Company of approximately $0.7 million. As a result of the January 10, 2020 Securities Purchase and Exchange Agreement, additional Shares may no longer be sold under the ATM arrangement without a majority approval by the holders of the Series B Preferred Stock in accordance with the Amended and Restated Investor Rights Agreement entered into on that date. Since our common stock has been delisted by The Nasdaq Stock Market LLC (“Nasdaq”) due to our failure to meet minimum stockholders’ equity requirements, we are no longer eligible to sell under the Equity Distribution Agreement. In addition, we are currently ineligible to use a Form S-3 shelf registration statement. See Note 21, Subsequent Events |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2020 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants | 14. Warrants Warrants outstanding and warrant activity for the year ended December 31, 2020 are as follows: Description Classification Exercise Price Expiration Date Warrants Issued Balance Warrants Cancelled/ Expired Balance Private Placement Warrants, issued January 25, 2017 Equity $ 46.90 June 2022 85,500 85,500 85,500 RedPath Warrants, issued March 22, 2017 Equity $ 46.90 September 2022 10,000 10,000 10,000 Underwriters Warrants, issued June 21, 2017 Liability $ 13.20 December 2022 57,500 53,500 53,500 Base & Overallotment Warrants, issued June 21, 2017 Equity $ 12.50 June 2022 1,437,500 870,214 870,214 Vendor Warrants, issued August 6, 2017 Equity $ 12.50 August 2020 15,000 15,000 (15,000 ) - Warrants issued October 12, 2017 Equity $ 18.00 April 2022 320,000 320,000 320,000 Underwriters Warrants, issued January 25, 2019 Equity $ 9.40 January 2022 65,434 65,434 65,434 1,990,934 1,419,648 (15,000 ) 1,404,648 The weighted average exercise price of the warrants is $15.97 and the weighted average remaining contractual life is approximately 1.4 years. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | 15. Stock-Based Compensation The Company’s stock-incentive program is a long-term retention program that is intended to attract, retain and provide incentives for talented employees, officers and directors, and to align stockholder and employee interests. Currently, the Company is able to grant options, stock appreciation rights (“SARs”) and restricted shares from the Interpace Biosciences, Inc. 2019 Equity Incentive Plan. No new grants may be made under the Company’s prior stock incentive plan, the Interpace Diagnostics Group, Inc. (now known as Interpace Biosciences, Inc.) Amended and Restated 2004 Stock Award and Incentive Plan (the “2004 Plan”). Unless earlier terminated by action of the Company’s board of directors, the 2004 Plan will remain in effect until such time as no stock remains available for delivery and the Company has no further rights or obligations under the 2004 Plan with respect to outstanding awards thereunder. Historically, stock options have been granted with an exercise price equal to the market value of the common stock on the date of grant, expire 10 years from the date they are granted, and generally vested over a one to three-year period for employees and members of the Board. Upon exercise, new shares will be issued by the Company. The restricted shares and restricted stock units (“RSUs”) granted to employees generally have a three-year graded vesting period and are subject to accelerated vesting and forfeiture under certain circumstances. Restricted shares and RSUs granted to Board members generally have a three-year graded vesting period and are subject to accelerated vesting and forfeiture under certain circumstances. The Company primarily uses the Black-Scholes option-pricing model to determine the fair value of stock options and SARs. The determination of the fair value of stock-based payment awards on the date of grant using an option-pricing model is affected by the Company’s stock price as well as assumptions regarding a number of complex and subjective variables. These variables include the Company’s expected stock price volatility over the term of the awards, actual and projected employee stock option exercise behaviors, risk-free interest rate and expected dividends. Expected volatility is based on historical volatility. As there is no trading volume for the Company’s options, implied volatility is not representative of the Company’s current volatility so the historical volatility of the Company’s common stock is determined to be more indicative of the Company’s expected future stock performance. The expected life is determined using the safe-harbor method. The Company expects to use this simplified method for valuing employee options until more detailed information about exercise behavior becomes available over time. The Company bases the risk-free interest rate on U.S. Treasury zero-coupon issues with remaining terms similar to the expected term on the options. The Company does not anticipate paying any cash dividends in the foreseeable future and therefore uses an expected dividend yield of zero in the option valuation model. The Company is required to estimate forfeitures at the time of grant and revise those estimates in subsequent periods if actual forfeitures differ from those estimates. The Company uses historical data to estimate pre-vesting option forfeitures and records stock-based compensation expense only for those awards that are expected to vest. The Company recognizes compensation cost, net of estimated forfeitures, arising from the issuance of stock options and SARs on a straight-line basis over the vesting period of the grant. The Company began an employee stock purchase plan in 2020 and recognized approximately $0.04 million in expense related to that plan. The estimated compensation cost associated with the granting of restricted stock and restricted stock units is based on the fair value of the Company’s common stock on the date of grant. The Company recognizes the compensation cost, net of estimated forfeitures, arising from the issuance of restricted stock and restricted stock units on a straight-line basis over the shorter of the vesting period or the period from the grant date to the date when retirement eligibility is achieved. The following table provides the weighted average assumptions used in determining the fair value of the stock options granted during the years ended December 31, 2020 and December 31, 2019. December 31, 2020 December 31, 2019 Risk-free interest rate 0.75 % 2.34 % Expected life 6.5 years 5.9 years Expected volatility 123.71 % 128.58 % Dividend yield - - The weighted-average fair value of stock options granted during the year ended December 31, 2020 was estimated to be $5.36. The weighted-average fair value of stock options granted during the year ended December 31, 2019 was estimated to be $8.50. There were no options or SARs exercised in 2020 or 2019. Historically, shares issued upon the exercise of options have been new shares and have not come from treasury shares. Stock-based compensation for the years ended December 31, 2020 and 2019 is as follows: 2020 2019 RSUs and restricted stock $ 176 $ 243 Performance-based awards 265 - Common stock awards 116 - Options 1,630 722 Total stock-based compensation expense $ 2,187 $ 965 A summary of stock option and SARs activity for the year ended December 31, 2020, and changes during such year, is presented below: Weighted- Weighted-Average Average Remaining Aggregate Grant Contractual Intrinsic Shares Price Period (in years) Value Outstanding at January 1, 2020 415,678 $ 12.50 8.45 $ - Granted 525,550 6.24 9.39 - Exercised - Forfeited or expired (92,409 ) 11.18 - Outstanding at December 31, 2020 848,819 8.76 8.59 - Exercisable at December 31, 2020 361,501 11.81 7.77 - Vested and expected to vest 659,465 9.48 8.39 - A summary of the status of the Company’s non-vested options for the year ended December 31, 2020, and changes during such year, is presented below: Shares Weighted- Average Grant Date Fair Value Nonvested at January 1, 2020 213,472 $ 8.80 Granted 525,550 5.36 Vested (197,998 ) 7.34 Forfeited (53,706 ) 7.86 Nonvested at December 31, 2020 487,318 $ 5.81 The aggregate fair value of options vested during the years ended December 31, 2020 and 2019 was $1.5 million and $0.5 million, respectively. The weighted-average grant date fair value of options vested during the year ended December 31, 2019 was $9.00. A summary of the Company’s non-vested shares of restricted stock and restricted stock units for the year ended December 31, 2020, and changes during such year, is presented below: Weighted- Average Average Remaining Aggregate Grant Date Vesting Intrinsic Shares Fair Value Period (in years) Value Nonvested at January 1, 2020 49,366 $ 10.04 1.11 $ 246,830 Granted 236,321 3.43 - - Vested (43,976 ) 9.52 - - Forfeited (2,254 ) 10.10 - - Nonvested at December 31, 2020 239,457 $ 3.61 1.75 $ 751,895 The aggregate fair value of restricted stock units vested during each of the years ended December 31, 2020 and 2019 was $0.4 million and $0.2 million, respectively. As of December 31, 2020, there was approximately $2.5 million of total unrecognized compensation cost, net of estimated forfeitures, related to unvested stock options and restricted stock units. |
Revenue Sources
Revenue Sources | 12 Months Ended |
Dec. 31, 2020 | |
Risks and Uncertainties [Abstract] | |
Revenue Sources | 16. Revenue Sources The Company’s clinical services customers consist primarily of physicians, hospitals and clinics. Its revenue channels include Medicare, Medicare Advantage, Medicaid, Client Billings (hospitals, etc.), and commercial payers. The following sets forth the net revenue generated by revenue channel accounted for more than 10% of the Company’s revenue from continuing operations during the years ended December 31, 2020 and 2019, respectively. For the years ended December 31, 2020 and December 31, 2019, revenue from Medicare was approximately 50% and 44% of total revenue, respectively. Years Ended December 31, Customer 2020 2019 Medicare $ 10,186 $ 10,605 Commercial Payers $ 4,136 $ 7,589 Medicare Advantage $ 3,566 $ 1,912 Client Billings $ 2,582 $ 3,521 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 17. Income Taxes The benefit from income taxes on continuing operations for the years ended December 31, 2020 and 2019 is comprised of the following: 2020 2019 Current: Federal $ - $ (46 ) State 16 - Total current 16 (46 ) Deferred: Federal 23 11 State 14 7 Total deferred 37 18 Benefit from income taxes $ 53 $ (28 ) The Company performs an analysis each year to determine whether the expected future income will more likely than not be sufficient to realize the deferred tax assets. The Company’s recent operating results and projections of future income weighed heavily in the Company’s overall assessment. As a result of this analysis, the Company continues to maintain a full valuation allowance against its federal and state net deferred tax assets at December 31, 2020 as the Company believes that it is more likely than not that these assets will not be realized. In the current year, the company maintains a full valuation allowance in consolidation and no separate company deferred tax liability recorded will be recorded. The tax effects of significant items comprising the Company’s deferred tax assets and (liabilities) as of December 31, 2020 and 2019 are as follows: 2020 2019 Deferred tax assets: Federal net operating loss carryforwards $ 17,015 $ 11,664 State net operating loss carryforwards 2,953 1,834 Compensation 1,492 1,399 Allowances and reserves 436 457 Intangible assets 292 589 State taxes 900 848 Credit carryforward 229 229 163(j) interest 745 141 Leases 54 23 Deferred revenue 95 88 Valuation allowance (23,684 ) (17,027 ) 527 245 Deferred tax liability: Property and equipment (582 ) (263 ) Deferred tax liability-net valuation allowance $ (55 ) $ (18 ) The Company’s deferred tax asset and deferred tax liabilities are included within Other long-term liabilities The NOL carry forwards are subject to review and possible adjustment by the Internal Revenue Service and state tax authorities. NOL, and tax credit carry forwards may become subject to an annual limitation in the event of certain cumulative changes in the ownership interest of significant stockholders over a three year period in excess of 50%, as defined under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended, or the Code, as well as similar state tax provisions. The amount of the annual limitation, if any, will be determined based on the value of our company immediately prior to an ownership change. Subsequent ownership changes may further affect the limitation in future years. Additionally, U.S. tax laws limit the time during which these carry forwards may be applied against future taxes, therefore, we may not be able to take full advantage of these carry forwards for federal income tax purposes. During 2020, the Company completed an assessment of the available NOLs under Section 382 and determined that the Company underwent an ownership change in 2017 and as a result, NOLs attributable to the pre-ownership change are subject to a substantial annual limitation under Section 382 of the Internal Revenue Code due to the ownership changes. The Company has adjusted their NOL carryforwards to address the impact of the 382 ownership change. This resulted in a reduction of available Federal and State NOLs of $153.8 million and $60.6 million, respectively. A reconciliation of the difference between the federal statutory tax rates and the Company’s effective tax rate from continuing operations is as follows: 2020 2019 Federal statutory rate 21.0 % 21.0 % State income tax rate, net of Federal tax benefit 4.0 % 3.0 % Meals and entertainment (0.1 )% (0.2 )% Valuation allowance (25.0 )% (23.8 )% Naked credit (0.1 )% (0.1 )% Discontinued operations allocation 0.0 % 0.2 % Effective tax rate (0.2 )% 0.1 % The following table summarizes the change in uncertain tax benefit reserves for the two years ended December 31, 2020: Unrecognized Tax Benefits Balance of unrecognized benefits as of January 1, 2019 $ 877 Additions for tax positions of prior years - Balance as of January 1, 2020 $ 877 Additions for tax positions of prior years - Balance as of December 31, 2020 $ 877 As of December 31, 2020 and 2019, the total amount of gross unrecognized tax benefits was $0.9 million and $0.9 million, respectively. The total amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate as of December 31, 2020 and 2019 was $0.9 million and $0.9 million, respectively. The Company recognized interest and penalties of $0.3 million and $0.3 million, respectively, related to uncertain tax positions in income tax expense during each of the years ended December 31, 2020 and 2019. At December 31, 2020 and 2019, accrued interest and penalties, net were $3.4 million and $3.1 million, respectively, and included in the Other long-term liabilities Management plans to commence filing tax clearance certificates in states and related tax jurisdictions in which un-recognized tax benefits attributable to its former operating entities are recorded as long-term liabilities on the accompanying balance sheet. This process can range from 6 to 18 months before the Company receives clearance as to balances, if any, it may owe to a particular state or tax jurisdiction. Upon receipt and acknowledgment from a state or tax jurisdiction, the Company will settle the remaining obligation or reverse the recorded amount owed during the period in which the tax clearance certificate is obtained. The Company and its subsidiaries file a U.S. Federal consolidated income tax return and consolidated and separate income tax returns in numerous states and local tax jurisdictions. The following tax years remain subject to examination as of December 31, 2020: Jurisdiction Tax Years Federal 2016 - 2020 State and Local 2015 - 2020 To the extent there was a failure to file a tax return in a previous year; the statute of limitation will not begin until the return is filed. There were no examinations in process by the Internal Revenue Service as of December 31, 2020. In 2014, the Company was selected for examination by the Internal Revenue Service for the tax periods ending December 31, 2012 and December 31, 2011 that concluded in 2016 with no adjustments. The Tax Cuts and Jobs Act (the “TCJA”) was enacted on December 22, 2017 and became effective for tax years beginning after December 31, 2017. The TCJA had significant changes to U.S. tax law, lowering U.S. corporate income tax rates, implementing a territorial tax system, imposing a one-time transition tax on deemed repatriated earnings of foreign subsidiaries and modified the taxation of other income and expense items. The TCJA reduces the U.S. corporate income tax rate from 34% to 21%, effective January 1, 2018. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to reverse. As a result of the reduction in the U.S. corporate income tax rate from 34% to 21% under the TCJA, we revalued deferred tax assets, net as of December 31, 2017. The tax impact of revaluation of the deferred tax assets, net was $22,768,303, which was wholly offset by a corresponding reduction in our valuation allowance of $22,768,303 resulting in a no net impact to our income tax expense. Due to the timing of the new tax law and the substantial changes it brings, the staff of the Securities and Exchange Commission (the “SEC”) issued Staff Accounting Bulletin No. 118 (“SAB 118”), which provides registrants a measurement period to report the impact of the new US tax law. During the measurement period, provisional amounts for the effects of the law are recorded to the extent a reasonable estimate can be made. To the extent that all information necessary is not available, prepared or analyzed, companies may recognize provisional estimated amounts for a period of up to one year following enactment of the TCJA. The Company did not have any changes to provisional estimates. |
Historical Basic and Diluted Ne
Historical Basic and Diluted Net Loss Per Share | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Historical Basic and Diluted Net Loss Per Share | 18. Historical Basic and Diluted Net Loss per Share A reconciliation of the number of shares used in the calculation of basic and diluted earnings per share for the years ended December 31, 2020 and 2019 are as follows (rounded to thousands): Years Ended December 31, 2020 2019 Basic weighted average number of common shares 4,029 3,746 Potential dilutive effect of stock-based awards - - Diluted weighted average number of common shares 4,029 3,746 The Company’s Series B Preferred Stock, on an as converted basis of 7,833,334 shares and the following outstanding stock-based awards and warrants were excluded from the computation of the effect of dilutive securities on loss per share for the following periods as they would have been anti-dilutive (rounded to thousands): Years Ended December 31, 2020 2019 Options 849 416 Restricted stock units (RSUs) 238 49 Warrants 1,405 1,420 2,492 1,885 |
Revolver
Revolver | 12 Months Ended |
Dec. 31, 2020 | |
Line of Credit Facility [Abstract] | |
Revolver | 19. Revolver On November 13, 2018 the Company, Interpace Diagnostics Corporation, and Interpace Diagnostics, LLC entered into a Loan and Security Agreement (the “SVB Loan Agreement”) with Silicon Valley Bank (“SVB”), which provided for up to $4.0 million of debt financing consisting of a term loan of up to $850,000 and a revolving line of credit based on its outstanding accounts receivable (the “Revolving Line”) of up to $3.75 million. As of December 31, 2020 and December 31, 2019, the balance of the Revolving Line was zero and $3.0 million, respectively On October 19, 2020, the Company entered into the Second Amendment, which amended the SVB Loan Agreement. Under the terms of the Second Amendment, Interpace Pharma Solutions (“IPS”) joined the SVB Loan Agreement as a borrower and granted SVB a continuing lien upon and security interest in all of the assets of IPS. Additionally, SVB waived certain existing or potential defaults under the SVB Loan Agreement, including the Company’s failure to meet certain financial covenants (specifically, the adjusted quick ratio requirement) for the months ended July 31, 2020 and August 31, 2020 and the Company’s reporting requirements under the SVB Loan Agreement. SVB agreed to forebear from exercising its rights and remedies in connection with the Company’s reporting requirements until the earlier to occur of (a) the occurrence of any event of default (as defined in the SVB Loan Agreement) other than any arising due to the Company’s reporting requirements which were waived by SVB, or (b) December 31, 2020. The Second Amendment also modified the SVB Loan Agreement to, among other things, a) exclude compliance by the Company with the adjusted quick ratio covenant requirement for the month of October 2020 as well as any month thereafter prior to the Funding Date of the first Advance (in each case, as defined in the SVB Loan Agreement), if any, b) require delivery of certain insurance policy endorsements which have been provided by the Company, c) increase the maximum aggregate amount utilized for the issuance of the Letter of Credit by SVB in favor of the Company’s landlord for its Pittsburgh, Pennsylvania laboratory facility from $250,000 to $1,000,000, and d) increase the floating annual rate of interest on any principal amount outstanding under the Revolver to the greater of (A) one percent (1.0%) above the Prime Rate (as defined in the SVB Loan Agreement) and (B) four and one-quarter of one percent (4.25%). Prior to the Second Amendment, such interest accrued at a rate equal to one-half of one percent (0.50%) above the Prime Rate. The Second Amendment provided that any future Credit Extension (as defined in the SVB Loan Agreement) by SVB to the Company will be made in SVB’s sole and absolute discretion. The Company agreed to reimburse SVB for all out-of-pocket reasonable and documented legal fees and expenses incurred in connection with the Second Amendment. On January 5, 2021, the Company terminated the SVB Loan Agreement in accordance with the terms of the agreement. In connection with the termination, SVB waived its right to any termination fees and released its security interest in the assets of the Company. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 12 Months Ended |
Dec. 31, 2020 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information | 20. Supplemental Cash Flow Information For The Years Ended December 31, 2020 2019 Net cash used in operating activities of discontinued operations $ - $ (30 ) Net cash provided by investing activities of discontinued operations $ - $ - Supplemental Disclosure of Other Cash Flow Information (in thousands) Cash paid for taxes $ 218 $ 227 Cash paid for interest $ 60 $ 170 Supplemental Disclosures of Non Cash Activities (in thousands) Years Ended December 31, 2020 2019 Operating Adoption of ASC 842 - right of use asset $ - $ 2,449 Adoption of ASC 842 - operating lease liability $ - $ 2,536 Investing Preferred Stock Deemed Dividend $ 3,033 $ - Financing Accrued financing costs $ 31 $ 342 Accrued preferred dividends $ - $ 429 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | 21. Subsequent Events Nasdaq delisting On February 16, 2021, the Company received a delisting determination letter (the “Letter”) from the stating that the Staff has determined to delist the Company’s common stock from Nasdaq due to the Company’s failure to regain compliance with the Nasdaq Capital Market’s minimum $2,500,000 stockholders’ equity requirement for continued listing as set forth in Nasdaq Listing Rule 5550(b) (the “Rule”) and the Company’s failure to timely execute its plan to regain compliance under the Rule. Nasdaq commenced with delisting the Company’s common stock from the Nasdaq Capital Market and, suspended trading in the Company’s common stock effective at the open of business on February 25, 2021. On February 24, 2021, the Company was approved to have its common stock quoted on the OTCQX® Best Market tier of the OTC Markets Group Inc. (the “OTCQX”), an electronic quotation service operated by OTC Markets Group Inc. The trading of the Company’s common stock commenced on OTCQX at the open of business on February 25, 2021 under the trading symbol IDXG. Secured Promissory Notes On January 7, 2021, the Company entered into promissory notes with Ampersand, in the amount of $3 million, and 1315 Capital, in the amount of $2 million, respectively (together, the “Notes”) and a related security agreement (the “Security Agreement”). Ampersand holds 28,000 shares of the Company’s Series B Convertible Preferred Stock, which are convertible from time to time into an aggregate of 4,666,666 shares of our Common Stock, and 1315 Capital holds 19,000 shares of the Company Series B Convertible Preferred Stock, which are convertible from time to time into an aggregate of 3,166,668 shares of our Common Stock. On an as-converted basis, such shares would represent approximately 39.3% and 26.7% of our fully-diluted shares of Common Stock, respectively. In addition, pursuant to the terms of the Series B Convertible Preferred Stock certificate of designation and an amended and restated investor rights agreement among the Company and Ampersand and 1315 Capital, they each have the right to (1) approve certain of our actions, including our borrowing of money and (2) designate two directors to our Board of Directors. As a result, the Company considers the Notes and Security Agreement to be a related party transaction. The rate of interest on the Notes is equal to eight percent (8.0%) per annum and their maturity date is the earlier of (a) June 30, 2021 and (b) the date on which all amounts become due upon the occurrence of any event of default as defined in the Notes. No interest payments are due on the Notes until their maturity date. All payments on the Notes are pari passu. In connection with the Security Agreement, the Notes are secured by a first priority lien and security interest on substantially all of the assets of the Company. Additionally, if a change of control of the Company occurs (as defined in the Notes) the Company is required to make a prepayment of the Notes in an amount equal to the unpaid principal amount, all accrued and unpaid interest, and all other amounts payable under the Notes out of the net cash proceeds received by the Company from the consummation of the transactions related to such change of control. The Company may prepay the Notes in whole or in part at any time or from time to time without penalty or premium by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. No prepaid amount may be re-borrowed. The Notes contain certain negative covenants which prevent the Company from issuing any debt securities pursuant to which the Company issues shares, warrants or any other convertible security in the same transaction or a series of related transactions, except that Company may incur or enter into any capitalized and operating leases in the ordinary course of business consistent with past practice, or borrowed money or funded debt in an amount not to exceed $4.5 million (the “Debt Threshold”) that is subordinated to the Notes on terms acceptable to Ampersand and 1315 Capital; provided, that if the aggregate consolidated revenue recognized by the Company as reported on Form 10-K as filed with the SEC for any fiscal year ending after January 10, 2020 exceeds $45 million dollars, the Debt Threshold for the following fiscal year shall increase to an amount equal to: (x) ten percent (10%); multiplied by (y) the consolidated revenue as reported by the Company on Form 10-K as filed with the SEC for the previous fiscal year. Revolving line of credit On January 5, 2021, the Company terminated the SVB Loan Agreement, see Note 19, Revolver Disposition of New Haven Laboratory On March 17, 2021 the Company announced that it has entered into a definitive agreement to sell its New Haven, CT CLIA certified, CAP accredited laboratory to DiamiR Biosciences, Corp. (“DiamiR”). Under the agreement, DiamiR will provide overflow lab testing in support of the Company’s molecular thyroid testing products at its main laboratory in Pittsburgh, PA. DiamiR will also support specific Interpace assay development and validation services on behalf of the Company for the next three quarters. Subject to specific terms and conditions of the agreement being met, it is anticipated that the transaction will close by the end of April 2021. |
Schedule II - Valuation and Qua
Schedule II - Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2020 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
Schedule II - Valuation and Qualifying Accounts | Additions Balance at (Reductions) (1) Balance at Beginning Charged to Deductions end Description of Period Operations Other of Period 2019 Allowance for doubtful accounts $ - - 25 $ 25 Allowance for doubtful notes $ 869 - - $ 869 Tax valuation allowance (2) $ 11,031 - 5,996 $ 17,027 2020 Allowance for doubtful accounts $ 25 - 250 $ 275 Allowance for doubtful notes $ 869 - - $ 869 Tax valuation allowance $ 17,027 - 6,657 $ 23,684 (1) Includes payments and actual write offs, as well as changes in estimates in the reserves. (2) Opening balance has been adjusted to reflect the impact of the immaterial revision described in Note 1. |
Nature of Business and Signif_2
Nature of Business and Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Nature of Business | Nature of Business Interpace Biosciences, Inc. (“Interpace” or the “Company”) enables personalized medicine, offering specialized services along the therapeutic value chain from early diagnosis and prognostic planning to targeted therapeutic applications and pharma services. The Company provides molecular diagnostics, bioinformatics and pathology services for evaluation of risk of cancer by leveraging the latest technology in personalized medicine for improved patient diagnosis and management. The Company also provides pharmacogenomics testing, genotyping, biorepository and other specialized services to the pharmaceutical and biotech industries. The Company advances personalized medicine by partnering with pharmaceutical, academic, and technology leaders to effectively integrate pharmacogenomics into their drug development and clinical trial programs. |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). The consolidated financial statements include the accounts of Interpace Biosciences, Inc. fka Interpace Diagnostics Group, Inc., Interpace Diagnostics Corporation, Interpace Diagnostics, LLC and Interpace Pharma Solutions, Inc. fka Interpace Biopharma, Inc. Discontinued operations include the Company’s wholly-owned subsidiaries: Group DCA, LLC (“Group DCA”), InServe Support Solutions (Pharmakon), and TVG, Inc. (TVG, dissolved December 31, 2014) and its Commercial Services (“CSO”) business unit. All significant intercompany balances and transactions have been eliminated in consolidation. The Company has one reporting segment: the Company’s clinical and pharma services business. The Company’s current reporting segment structure is reflective of the way the Company’s management views the business, makes operating decisions and assesses performance. This structure allows investors to better understand Company performance, better assess prospects for future cash flows, and make more informed decisions about the Company. |
Accounting Estimates | Accounting Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts of assets and liabilities reported and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management’s estimates are based on historical experience, facts and circumstances available at the time, and various other assumptions that are believed to be reasonable under the circumstances. Significant estimates include accounting for valuation allowances related to deferred income taxes, contingent consideration, allowances for doubtful accounts and notes, revenue recognition, unrecognized tax benefits, and asset impairments involving other intangible assets. The Company periodically reviews these matters and reflects changes in estimates as appropriate. Actual results could materially differ from those estimates. |
Reverse Stock Split | Reverse stock split On January 15, 2020, the Company effected a one-for-ten reverse split of its issued and outstanding shares of its common stock (the “Reverse Stock Split”). Every 10 shares of common stock issued and outstanding were automatically combined into one share of issued and outstanding common stock, without any change in the par value per share. The Company’s issued and outstanding stock decreased from 39,323,701 to 3,932,370 and 39,205,895 to 3,920,589 at December 31, 2019. All information related to common stock, stock options, restricted stock units, warrants and earnings per share have been retroactively adjusted to give effect to the reverse stock split for all periods presented. |
Immaterial Revision | Immaterial Revision In 2020, the Company completed an Internal Revenue Code Section 382 analysis of its historical net operating loss carry-forward amount. As a result, the prior year net operating loss carry-forward was determined to be limited. See Note 17 Income Taxes |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents include unrestricted cash accounts, money market investments and highly liquid investment instruments with original maturity of three months or less at the date of purchase. |
Accounts Receivable, Net | Accounts Receivable, Net The Company’s accounts receivables represent unconditional rights to consideration and are generated using its proprietary tests and pharma services. The Company’s clinical services are fulfilled upon completion of the test, review and release of the test results. In conjunction with fulfilling these services, the Company bills the third-party payer or direct-bill payer. Contractual adjustments represent the difference between the list prices and the reimbursement rates set by third party payers, including Medicare, commercial payers, and amounts billed to direct-bill payers. Specific accounts may be written off after several appeals, which in some cases may take longer than twelve months. Pharma services represent, primarily, the performance of laboratory tests in support of clinical trials for pharma services customers. The Company bills these services directly to the customer. |
Other Current Assets | Other current assets Other current assets consisted of the following as of December 31, 2020 and 2019: December 31, 2020 December 31, 2019 Lab supply inventory $ 2,052 $ 1,825 Prepaid expenses 625 971 Funds in escrow - 888 Other 45 167 Total other current assets $ 2,722 $ 3,851 |
Property and Equipment, Net | Property and Equipment, net Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization is recognized on a straight-line basis, using the estimated useful lives of: seven to twelve years for furniture and fixtures; two to five years for office and computer equipment; three to twelve years for lab equipment; and leasehold improvements are amortized over the shorter of the estimated service lives or the terms of the related leases which are currently three to ten years. Repairs and maintenance are charged to expense as incurred. Upon disposition, the asset and related accumulated depreciation and amortization are removed from the related accounts and any gains or losses are reflected in operations. |
Software Costs | Software Costs Internal-Use Software - It is the Company’s policy to capitalize certain costs incurred in connection with developing or obtaining internal-use software. Capitalized software costs are included in property and equipment on the consolidated balance sheet and amortized over the software’s useful life, generally three to seven years. Software costs that do not meet capitalization criteria are expensed immediately. External-Use Software - It is the Company’s policy to capitalize certain costs incurred in connection with developing or obtaining external-use software. Capitalized software costs are included in property and equipment on the consolidated balance sheet and amortized over the software’s useful life, generally three years. Software costs that do not meet capitalization criteria are expensed immediately. See Note 7, Property and Equipment |
Long-Lived Assets, Including Finite-Lived Intangible Assets | Long-Lived Assets, including Finite-Lived Intangible Assets Finite-lived intangible assets are stated at cost less accumulated amortization. Amortization of finite-lived acquired intangible assets is recognized on a straight-line basis, using the estimated useful lives of the assets of approximately two years to ten years in acquisition related amortization expense in the Consolidated Statements of Operations. The Company reviews the recoverability of long-lived assets and finite-lived intangible assets whenever events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. If the sum of the expected future undiscounted cash flows is less than the carrying amount of the asset, an impairment loss is recognized by reducing the recorded value of the asset to its fair value measured by future discounted cash flows. This analysis requires estimates of the amount and timing of projected cash flows and, where applicable, judgments associated with, among other factors, the appropriate discount rate. Such estimates are critical in determining whether any impairment charge should be recorded and the amount of such charge if an impairment loss is deemed to be necessary. As a result of overall economic conditions related to the coronavirus pandemic, the impact of the coronavirus pandemic on the Company’s financial results, and the decrease in the price of the Company’s common stock noted during the third quarter of fiscal 2020, the Company performed an internal review of its long-lived assets. Due to an extended delay in the launch of the Company’s Barrett’s test, the Company believes there was a triggering event in Fiscal 2016. The Company applied the required procedures under ASC 360 and assessed the estimated future cash flows related to the Barrett’s intangible asset on an undiscounted basis. It was determined that the carrying value of the asset was in excess of the undiscounted cash flows as of December 31, 2016. As a result, the Company performed a formal valuation of the asset on a discounted basis in order to measure the related impairment. Additionally, the Company concluded that amortization of both the Barrett’s intangible asset and its Thyroid intangible assets should have begun at the point in which the asset was ready for use. The Company’s policy had been to amortize such assets upon launch of the test. |
Contingencies | Contingencies In the normal course of business, the Company is subject to various contingencies. Contingencies are recorded in the consolidated financial statements when it is probable that a liability will be incurred and the amount of the loss is reasonably estimable, or otherwise disclosed, in accordance with ASC 450, Contingencies. Significant judgment is required in both the determination of probability and the determination as to whether a loss is reasonably estimable. In the event the Company determines that a loss is not probable, but is reasonably possible, and it becomes possible to develop what the Company believes to be a reasonable range of possible loss, then the Company will include disclosures related to such matter as appropriate and in compliance with ASC 450. To the extent there is a reasonable possibility that the losses could exceed the amounts already accrued, the Company will, when applicable, adjust the accrual in the period the determination is made, disclose an estimate of the additional loss or range of loss, indicate that the estimate is immaterial with respect to its financial statements as a whole or, if the amount of such adjustment cannot be reasonably estimated, disclose that an estimate cannot be made. The Company is not currently involved in any legal proceedings of a material nature and, accordingly, the Company has not accrued estimated costs related to any legal claims. |
Revenue Recognition | Revenue Recognition Our clinical services derive its revenues from the performance of its proprietary assays or tests. The Company’s performance obligation is fulfilled upon the completion, review and release of test results to the customer. The Company subsequently bills third-party payers or direct-bill payers for the tests performed. Revenue is recognized based on the estimated transaction price or NRV, which is determined based on historical collection rates by each payer category for each proprietary test offered by the Company. To the extent the transaction price includes variable consideration, for all third party and direct-bill payers and proprietary tests, the Company estimates the amount of variable consideration that should be included in the transaction price using the expected value method based on historical experience. For our clinical services, we regularly review the ultimate amounts received from the third-party and direct-bill payers and related estimated reimbursement rates and adjust the NRV’s and related contractual allowances accordingly. If actual collections and related NRV’s vary significantly from our estimates, we will adjust the estimates of contractual allowances, which would affect net revenue in the period such variances become known. During 2019, the Company recorded a reduction to revenue of $3.5 million due to a change in estimate of the amounts to be collected from 2018 services. For our pharma services, project level activities, including study setup and project management, are satisfied over the life of the contract. Revenues are recognized at a point in time when the test results or other deliverables are reported to the customer. The Company elected the practical expedient to expense contract costs as incurred related to clinical services because the contract term is less than one year. Contract costs for pharma services were not significant. |
Cost of Revenue | Cost of revenue Cost of revenue consists primarily of the costs associated with operating our laboratories and other costs directly related to our tests. Personnel costs, which constitute the largest portion of cost of services, include all labor related costs, such as salaries, bonuses, fringe benefits and payroll taxes for laboratory personnel. Other direct costs include, but are not limited to, laboratory supplies, certain consulting expenses, royalty expenses, and facility expenses. |
Stock-Based Compensation | Stock-Based Compensation The compensation cost associated with the granting of stock-based awards is based on the grant date fair value of the stock award. The Company recognizes the compensation cost, net of estimated forfeitures, over the shorter of the vesting period or the period from the grant date to the date when retirement eligibility is achieved. Forfeitures are initially estimated based on historical information and subsequently updated over the life of the awards to ultimately reflect actual forfeitures. As a result, changes in forfeiture activity can influence the amount of stock compensation cost recognized from period to period. The Company primarily uses the Black-Scholes option-pricing model to determine the fair value of stock options and stock appreciation rights (“SARs”). The determination of the fair value of stock-based payment awards is made on the date of grant and is affected by the Company’s stock price as well as assumptions made regarding a number of complex and subjective variables. These assumptions include: expected stock price volatility over the term of the awards; actual and projected employee stock option exercise behaviors; the risk-free interest rate; and expected dividend yield. The fair value of restricted stock units, or RSUs, and restricted shares is equal to the closing stock price on the date of grant. In 2020, the Company issued performance-based options and RSUs based on achieving stock price or certain other financial metrics. These require the Company to assess the likelihood of achieving certain performance milestones on a quarterly basis. In these instances, the Company has the initial valuation model prepared by an outside expert. See Note 15, Stock-Based Compensation, |
Treasury Stock | Treasury Stock Treasury stock purchases are accounted for under the cost method whereby the entire cost of the acquired stock is recorded as treasury stock. Upon reissuance of shares, the Company records any difference between the weighted-average cost of such shares and any proceeds received as an adjustment to additional paid-in capital. |
Leases | Leases The Company determines if an arrangement contains a lease in whole or in part at the inception of the contract. Right-of-use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term while lease liabilities represent our obligation to make lease payments arising from the lease. All leases with terms greater than twelve months result in the recognition of a ROU asset and a liability at the lease commencement date based on the present value of the lease payments over the lease term. Unless a lease provides all of the information required to determine the implicit interest rate, we use our incremental borrowing rate based on the information available at the commencement date in determining the present value of the lease payments. We use the implicit interest rate in the lease when readily determinable. Our lease terms include all non-cancelable periods and may include options to extend (or to not terminate) the lease when it is reasonably certain that we will exercise that option. Leases with terms of twelve months or less at the commencement date are expensed on a straight-line basis over the lease term and do not result in the recognition of an asset or liability. See Note 9, Leases |
Income Taxes | Income taxes Income taxes are based on income for financial reporting purposes calculated using the Company’s expected annual effective rate and reflect a current tax liability or asset for the estimated taxes payable or recoverable on the current year tax return and expected annual changes in deferred taxes. Any interest or penalties on income tax are recognized as a component of income tax expense. The Company accounts for income taxes using the asset and liability method. This method requires recognition of deferred tax assets and liabilities for expected future tax consequences of temporary differences that currently exist between tax bases and financial reporting bases of the Company’s assets and liabilities based on enacted tax laws and rates. Deferred tax expense (benefit) is the result of changes in the deferred tax asset and liability. A valuation allowance is established, when necessary, to reduce the deferred income tax assets when it is more likely than not that all or a portion of a deferred tax asset will not be realized. The Company operates in multiple tax jurisdictions and pays or provides for the payment of taxes in each jurisdiction where it conducts business and is subject to taxation. The breadth of the Company’s operations and the complexity of the tax law require assessments of uncertainties and judgments in estimating the ultimate taxes the Company will pay. The final taxes paid are dependent upon many factors, including negotiations with taxing authorities in various jurisdictions, outcomes of tax litigation and resolution of proposed assessments arising from federal and state audits. Uncertain tax positions are recognized in the financial statements when it is more likely than not (i.e., a likelihood of more than fifty percent) that a position taken or expected to be taken in a tax return would be sustained upon examination by tax authorities that have full knowledge of all relevant information. A recognized tax position is then measured as the largest amount of benefit that is greater than fifty percent likely to be realized upon ultimate settlement. The Company adjusts accruals for unrecognized tax benefits as facts and circumstances change, such as the progress of a tax audit. However, any adjustments made may be material to the Company’s consolidated results of operations or cash flows for a reporting period. Penalties and interest, if incurred, would be recorded as a component of current income tax expense. Significant judgment is also required in evaluating the need for and magnitude of appropriate valuation allowances against deferred tax assets. Deferred tax assets are regularly reviewed for recoverability. The Company currently has significant deferred tax assets resulting from net operating loss carryforwards and deductible temporary differences, which should reduce taxable income in future periods, if generated. The realization of these assets is dependent on generating future taxable income. |
Income (loss) Per Share | Income (Loss) per Share Basic earnings per common share are computed by dividing net income by the weighted average number of shares outstanding during the year including any unvested share-based payment awards that contain nonforfeitable rights to dividends. Diluted earnings per common share are computed by dividing net income by the sum of the weighted average number of shares outstanding and dilutive common shares under the treasury method. Unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents (whether paid or unpaid), are participating securities and are included in the computation of earnings per share pursuant to the two-class method. As a result of the losses incurred in both 2020 and 2019, the potentially dilutive common shares have been excluded from the earnings per share computation for these periods because its inclusion would have been anti-dilutive. Additionally, preferred shares have been excluded in the denominator of the earnings per share computation, on an if-converted basis, as such shares would have been anti-dilutive. |
Nature of Business and Signif_3
Nature of Business and Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of Other Current Assets | Other current assets consisted of the following as of December 31, 2020 and 2019: December 31, 2020 December 31, 2019 Lab supply inventory $ 2,052 $ 1,825 Prepaid expenses 625 971 Funds in escrow - 888 Other 45 167 Total other current assets $ 2,722 $ 3,851 |
Acquisition (Tables)
Acquisition (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
Schedule of Assets Acquired and Liabilities Assumed | The reconciliation of consideration given for BioPharma to the allocation of the purchase price of assets and liabilities acquired based on their relative fair values was as follows: Cash $ 13,829 Subordinated note payable 6,822 Total consideration $ 20,651 Assets acquired Accounts receivable $ 3,731 Accrued revenue 289 Lab supplies 877 Prepaid expenses 266 Property and equipment 6,412 Operating lease assets 2,187 Acquired identifiable intangible assets: Trademarks and trade name 1,600 Customer relationships 5,700 Total acquired identifiable intangible assets 7,300 Goodwill 8,273 Total assets acquired 29,335 Liabilities assumed Accounts payable (4,535 ) Accrued liabilities (435 ) Deferred revenue (1,076 ) Operating lease liabilities (2,187 ) Finance lease liabilities (451 ) Total liabilities assumed (8,684 ) Net assets acquired $ 20,651 |
Schedule of ProForma Information | Year Ended December 31, 2019 Revenue $ 31,722 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Discontinued Operations Amount Recognized in Balance Sheet | The components of liabilities classified as discontinued operations relate to Commercial Services and consist of the following as of December 31, 2020 and December 31, 2019: December 31, 2020 December 31, 2019 Accrued liabilities $ 766 $ 766 Current liabilities from discontinued operations 766 766 Total liabilities $ 766 $ 766 |
Schedule of Discontinued Operations Condensed Consolidated Statements of Operations | The table below presents the significant components of CSO, Group DCA’s, Pharmakon’s and TVG’s results included within loss from discontinued operations, net of tax in the consolidated statements of operations for the years ended December 31, 2020 and 2019. Years Ended December 31, 2020 2019 Income from discontinued operations, before tax $ - $ 220 Income tax expense 250 308 Loss from discontinued operations, net of tax $ (250 ) $ (88 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Instrument Measured on Recurring Basis | The valuation methodologies used for the Company’s financial instruments measured on a recurring basis at fair value, including the general classification of such instruments pursuant to the valuation hierarchy, is set forth in the tables below. As of December 31, 2020 Fair Value Measurements Carrying Fair As of December 31, 2020 Amount Value Level 1 Level 2 Level 3 Liabilities: Contingent consideration: Asuragen (1) $ 2,216 $ 2,216 $ - $ - $ 2,216 Other long-term liabilities: Warrant liability (2) 21 21 - - 21 $ 2,237 $ 2,237 $ - $ - $ 2,237 As of December 31, 2019 Fair Value Measurements Carrying Fair As of December 31, 2019 Amount Value Level 1 Level 2 Level 3 Liabilities: Contingent consideration: Asuragen (1) $ 2,893 $ 2,893 $ - $ - $ 2,893 Other long-term liabilities: Warrant liability (2) 82 82 - - 82 $ 2,975 $ 2,975 $ - $ - $ 2,975 |
Schedule of Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | The fair value measurement is based on significant inputs not observable in the market and thus represents a Level 3 measurement. Cancellation Adjustment of Obligation/ to Fair Value/ December 31, Payments Accretion Conversions Exercises Mark to Market December 31, Asuragen $ 2,893 $ (737 ) $ 549 $ - $ (489 ) $ 2,216 Underwriters Warrants 82 - - - (61 ) 21 $ 2,975 $ (737 ) $ 549 $ - $ (550 ) $ 2,237 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consisted of the following as of December 31, 2020 and 2019: December 31, 2020 2019 Furniture and fixtures $ 339 $ 242 Lab and office equipment 7,536 6,353 Computer equipment 339 339 Internal-use software 1,572 1,276 Leasehold improvements 505 506 Property and equipment 10,291 8,716 Less accumulated depreciation and amortization (2,942 ) (1,902 ) Net property and equipment $ 7,349 $ 6,814 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Identifiable Intangible Assets Carrying Value | The net carrying value of the identifiable intangible assets as of December 31, 2020 and December 31, 2019 is as follows: As of As of Life Carrying Carrying (Years) Amount Amount Asuragen acquisition: Thyroid 9 $ 8,519 $ 8,519 RedPath acquisition: Pancreas test 7 16,141 16,141 Barrett’s test 9 6,682 6,719 BioPharma acquisition: Trademarks 10 1,600 1,600 Customer relationships 8 5,700 5,700 CLIA Lab 2.3 $ 609 $ 609 Total $ 39,251 $ 39,288 Accumulated Amortization $ (27,900 ) $ (23,439 ) Net Carrying Value $ 11,351 $ 15,849 |
Schedule of Goodwill Carrying Value | The following table displays a roll forward of the carrying amount of goodwill from January 1, 2019 to December 31, 2020: Carrying Amount Balance as of January 1, 2019 $ - Goodwill acquired 8,273 Adjustments 160 Balance as of December 31, 2019 8,433 Adjustments - Balance as of December 31, 2020 $ 8,433 |
Schedule of Future Estimated Amortization Expense | Amortization expense was approximately $4.5 million and $4.0 million for the years ended December 31, 2020 and 2019, respectively. Estimated amortization expense for the next five years is as follows: 2021 2022 2023 2024 2025 $ 4,078 $ 2,156 $ 1,745 $ 873 $ 873 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Schedule of Financing and Operating Leases | The table below presents the lease-related assets and liabilities recorded in the Consolidated Balance Sheet: Classification on the Balance Sheet December 31, 2020 (unaudited) Assets Financing lease assets Property and equipment, net $ 597 Operating lease assets Operating lease right of use assets 4,384 Total lease assets $ 4,981 Liabilities Current Financing lease liabilities Other accrued expenses $ 177 Operating lease liabilities Other accrued expenses 1,027 Total current lease liabilities $ 1,204 Noncurrent Financing lease liabilities Other long-term liabilities 138 Operating lease liabilities Operating lease liabilities, net of current portion 3,540 Total long-term lease liabilities 3,678 Total lease liabilities $ 4,882 |
Schedule of Maturities of Operating and Financing Lease Liabilities | The table below reconciles the undiscounted cash flows to the lease liabilities recorded on the Company’s Consolidated Balance Sheet as of December 31, 2020: Operating Leases Financing Leases 2021 1,235 185 2022 1,028 78 2023 629 65 2024 390 - 2024-2030 2,327 Total minimum lease payments 5,609 329 Less: amount of lease payments representing effects of discounting 1,042 14 Present value of future minimum lease payments 4,567 315 Less: current obligations under leases 1,027 177 Long-term lease obligations $ 3,540 $ 138 |
Accrued Expenses and Other Lo_2
Accrued Expenses and Other Long-Term Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Payables and Accruals [Abstract] | |
Schedule of Other Accrued Expenses | Other accrued expenses consisted of the following as of December 31, 2020 and 2019: December 31, 2020 December 31, 2019 Accrued royalties $ 2,710 $ 1,934 Contingent consideration 398 502 Upfront Medicare payment 2,066 - Operating lease liability 1,027 1,321 Financing lease liability 177 184 Deferred revenue 54 457 Payable to CGI - 888 Accrued sales and marketing - diagnostics 51 197 Accrued lab costs - diagnostics 161 163 Accrued professional fees 854 1,399 Taxes payable 334 403 Unclaimed property 565 565 All others 1,398 1,463 Total other accrued expenses $ 9,795 $ 9,476 |
Schedule of Long Term Liabilities | Other long-term liabilities consisted of the following as of December 31, 2020 and 2019: December 31, 2020 December 31, 2019 Warrant liability $ 21 $ 82 Uncertain tax positions 4,342 4,081 Deferred revenue 136 269 Other 138 141 Total other long-term liabilities $ 4,637 $ 4,573 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Lease Payments Under Non-Cancelable Leases | As of December 31, 2020, contractual obligations with terms exceeding one year and estimated minimum future rental payments required by non-cancelable operating leases with initial or remaining lease terms exceeding one year are as follows: Less than 1 to 3 3 to 5 After Total 1 Year Years Years 5 Years Operating lease obligations $ 5,609 $ 1,235 $ 1,657 $ 793 $ 1,924 |
Warrants (Tables)
Warrants (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Warrants and Rights Note Disclosure [Abstract] | |
Schedule of Warrants Outstanding and Warrants Activity | Warrants outstanding and warrant activity for the year ended December 31, 2020 are as follows: Description Classification Exercise Price Expiration Date Warrants Issued Balance Warrants Cancelled/ Expired Balance Private Placement Warrants, issued January 25, 2017 Equity $ 46.90 June 2022 85,500 85,500 85,500 RedPath Warrants, issued March 22, 2017 Equity $ 46.90 September 2022 10,000 10,000 10,000 Underwriters Warrants, issued June 21, 2017 Liability $ 13.20 December 2022 57,500 53,500 53,500 Base & Overallotment Warrants, issued June 21, 2017 Equity $ 12.50 June 2022 1,437,500 870,214 870,214 Vendor Warrants, issued August 6, 2017 Equity $ 12.50 August 2020 15,000 15,000 (15,000 ) - Warrants issued October 12, 2017 Equity $ 18.00 April 2022 320,000 320,000 320,000 Underwriters Warrants, issued January 25, 2019 Equity $ 9.40 January 2022 65,434 65,434 65,434 1,990,934 1,419,648 (15,000 ) 1,404,648 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions | The following table provides the weighted average assumptions used in determining the fair value of the stock options granted during the years ended December 31, 2020 and December 31, 2019. December 31, 2020 December 31, 2019 Risk-free interest rate 0.75 % 2.34 % Expected life 6.5 years 5.9 years Expected volatility 123.71 % 128.58 % Dividend yield - - |
Schedule of Share-Based Compensation Arrangements by Share-Based Payment Award | Stock-based compensation for the years ended December 31, 2020 and 2019 is as follows: 2020 2019 RSUs and restricted stock $ 176 $ 243 Performance-based awards 265 - Common stock awards 116 - Options 1,630 722 Total stock-based compensation expense $ 2,187 $ 965 |
Schedule of Stock Option Activity | A summary of stock option and SARs activity for the year ended December 31, 2020, and changes during such year, is presented below: Weighted- Weighted-Average Average Remaining Aggregate Grant Contractual Intrinsic Shares Price Period (in years) Value Outstanding at January 1, 2020 415,678 $ 12.50 8.45 $ - Granted 525,550 6.24 9.39 - Exercised - Forfeited or expired (92,409 ) 11.18 - Outstanding at December 31, 2020 848,819 8.76 8.59 - Exercisable at December 31, 2020 361,501 11.81 7.77 - Vested and expected to vest 659,465 9.48 8.39 - |
Schedule of Non Vested Option Activity | A summary of the status of the Company’s non-vested options for the year ended December 31, 2020, and changes during such year, is presented below: Shares Weighted- Average Grant Date Fair Value Nonvested at January 1, 2020 213,472 $ 8.80 Granted 525,550 5.36 Vested (197,998 ) 7.34 Forfeited (53,706 ) 7.86 Nonvested at December 31, 2020 487,318 $ 5.81 |
Schedule of Share-Based Compensation, Restricted Stock and Restricted Stock Units Activity | A summary of the Company’s non-vested shares of restricted stock and restricted stock units for the year ended December 31, 2020, and changes during such year, is presented below: Weighted- Average Average Remaining Aggregate Grant Date Vesting Intrinsic Shares Fair Value Period (in years) Value Nonvested at January 1, 2020 49,366 $ 10.04 1.11 $ 246,830 Granted 236,321 3.43 - - Vested (43,976 ) 9.52 - - Forfeited (2,254 ) 10.10 - - Nonvested at December 31, 2020 239,457 $ 3.61 1.75 $ 751,895 |
Revenue Sources (Tables)
Revenue Sources (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Segment Reporting [Abstract] | |
Schedule of Revenue by Major Customers | Years Ended December 31, Customer 2020 2019 Medicare $ 10,186 $ 10,605 Commercial Payers $ 4,136 $ 7,589 Medicare Advantage $ 3,566 $ 1,912 Client Billings $ 2,582 $ 3,521 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | The benefit from income taxes on continuing operations for the years ended December 31, 2020 and 2019 is comprised of the following: 2020 2019 Current: Federal $ - $ (46 ) State 16 - Total current 16 (46 ) Deferred: Federal 23 11 State 14 7 Total deferred 37 18 Benefit from income taxes $ 53 $ (28 ) |
Schedule of Deferred Tax Assets and Liabilities | The tax effects of significant items comprising the Company’s deferred tax assets and (liabilities) as of December 31, 2020 and 2019 are as follows: 2020 2019 Deferred tax assets: Federal net operating loss carryforwards $ 17,015 $ 11,664 State net operating loss carryforwards 2,953 1,834 Compensation 1,492 1,399 Allowances and reserves 436 457 Intangible assets 292 589 State taxes 900 848 Credit carryforward 229 229 163(j) interest 745 141 Leases 54 23 Deferred revenue 95 88 Valuation allowance (23,684 ) (17,027 ) 527 245 Deferred tax liability: Property and equipment (582 ) (263 ) Deferred tax liability-net valuation allowance $ (55 ) $ (18 ) |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of the difference between the federal statutory tax rates and the Company’s effective tax rate from continuing operations is as follows: 2020 2019 Federal statutory rate 21.0 % 21.0 % State income tax rate, net of Federal tax benefit 4.0 % 3.0 % Meals and entertainment (0.1 )% (0.2 )% Valuation allowance (25.0 )% (23.8 )% Naked credit (0.1 )% (0.1 )% Discontinued operations allocation 0.0 % 0.2 % Effective tax rate (0.2 )% 0.1 % |
Schedule of Unrecognized Tax Benefits Roll Forward | The following table summarizes the change in uncertain tax benefit reserves for the two years ended December 31, 2020: Unrecognized Tax Benefits Balance of unrecognized benefits as of January 1, 2019 $ 877 Additions for tax positions of prior years - Balance as of January 1, 2020 $ 877 Additions for tax positions of prior years - Balance as of December 31, 2020 $ 877 |
Schedule of Tax Years Subject to Examination | The following tax years remain subject to examination as of December 31, 2020: Jurisdiction Tax Years Federal 2016 - 2020 State and Local 2015 - 2020 |
Historical Basic and Diluted _2
Historical Basic and Diluted Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of Weighted Average Number of Shares | A reconciliation of the number of shares used in the calculation of basic and diluted earnings per share for the years ended December 31, 2020 and 2019 are as follows (rounded to thousands): Years Ended December 31, 2020 2019 Basic weighted average number of common shares 4,029 3,746 Potential dilutive effect of stock-based awards - - Diluted weighted average number of common shares 4,029 3,746 |
Schedule of Anti-dilutive Securities Excluded from Computation of Earnings Per Share | The Company’s Series B Preferred Stock, on an as converted basis of 7,833,334 shares and the following outstanding stock-based awards and warrants were excluded from the computation of the effect of dilutive securities on loss per share for the following periods as they would have been anti-dilutive (rounded to thousands): Years Ended December 31, 2020 2019 Options 849 416 Restricted stock units (RSUs) 238 49 Warrants 1,405 1,420 2,492 1,885 |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Supplemental Disclosure of Cash flow Information | For The Years Ended December 31, 2020 2019 Net cash used in operating activities of discontinued operations $ - $ (30 ) Net cash provided by investing activities of discontinued operations $ - $ - Supplemental Disclosure of Other Cash Flow Information (in thousands) Cash paid for taxes $ 218 $ 227 Cash paid for interest $ 60 $ 170 Supplemental Disclosures of Non Cash Activities (in thousands) Years Ended December 31, 2020 2019 Operating Adoption of ASC 842 - right of use asset $ - $ 2,449 Adoption of ASC 842 - operating lease liability $ - $ 2,536 Investing Preferred Stock Deemed Dividend $ 3,033 $ - Financing Accrued financing costs $ 31 $ 342 Accrued preferred dividends $ - $ 429 |
Nature of Business and Signif_4
Nature of Business and Significant Accounting Policies (Details Narrative) $ in Thousands | Jan. 15, 2020 | Dec. 31, 2020USD ($)Segmentshares | Dec. 31, 2019shares | Dec. 30, 2019shares |
Number of reportable segments | Segment | 1 | |||
Reverse stock split description | The Company effected a one-for-ten reverse split of its issued and outstanding shares of its common stock (the "Reverse Stock Split"). Every 10 shares of common stock issued and outstanding were automatically combined into one share of issued and outstanding common stock, without any change in the par value per share. | |||
Shares issued | shares | 4,075,257 | 3,932,370 | 39,323,701 | |
Shares outstanding | shares | 4,055,593 | 3,920,589 | 39,205,895 | |
Impairment charge intangible asset | $ | $ 12,000 | |||
Reduction of revenues | $ | $ 3,500 | |||
Income tax examination, likelihood of unfavorable settlement | Uncertain tax positions are recognized in the financial statements when it is more likely than not (i.e., a likelihood of more than fifty percent) that a position taken or expected to be taken in a tax return would be sustained upon examination by tax authorities that have full knowledge of all relevant information. A recognized tax position is then measured as the largest amount of benefit that is greater than fifty percent likely to be realized upon ultimate settlement. | |||
Software for External Use [Member] | ||||
Property, plant and equipment, useful life | 3 years | |||
Minimum [Member] | ||||
Finite-lived intangible asset, useful life | 2 years | |||
Minimum [Member] | Furniture and Fixtures [Member] | ||||
Property, plant and equipment, useful life | 7 years | |||
Minimum [Member] | Office and Computer Equipment [Member] | ||||
Property, plant and equipment, useful life | 2 years | |||
Minimum [Member] | Lab Equipment [Member] | ||||
Property, plant and equipment, useful life | 3 years | |||
Minimum [Member] | Leasehold Improvements [Member] | ||||
Property, plant and equipment, useful life | 3 years | |||
Minimum [Member] | Software for Internal Use [Member] | ||||
Property, plant and equipment, useful life | 3 years | |||
Maximum [Member] | ||||
Finite-lived intangible asset, useful life | 10 years | |||
Maximum [Member] | Furniture and Fixtures [Member] | ||||
Property, plant and equipment, useful life | 12 years | |||
Maximum [Member] | Office and Computer Equipment [Member] | ||||
Property, plant and equipment, useful life | 5 years | |||
Maximum [Member] | Lab Equipment [Member] | ||||
Property, plant and equipment, useful life | 12 years | |||
Maximum [Member] | Leasehold Improvements [Member] | ||||
Property, plant and equipment, useful life | 10 years | |||
Maximum [Member] | Software for Internal Use [Member] | ||||
Property, plant and equipment, useful life | 7 years |
Nature of Business and Signif_5
Nature of Business and Significant Accounting Policies - Schedule of Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Accounting Policies [Abstract] | ||
Lab supply inventory | $ 2,052 | $ 1,825 |
Prepaid assets | 625 | 971 |
Funds in escrow | 888 | |
Other | 45 | 167 |
Total other current assets | $ 2,722 | $ 3,851 |
Acquisition (Details Narrative)
Acquisition (Details Narrative) - USD ($) | Oct. 18, 2019 | Jul. 15, 2019 | Jun. 30, 2019 | Dec. 31, 2019 |
Cliam offset amount | $ 735,000 | |||
Expiration period of claim | Jan. 15, 2020 | |||
Payment settlement | $ 6,024,489 | |||
Repayments of debt | 887,858 | |||
Goodwill | $ 8,300,000 | |||
Finite lived intangible assets | $ 7,300,000 | |||
Finite lived intangible assets weighted-average amortization period | 8 years 4 months 24 days | |||
Business transaction expenses | $ 2,500,000 | |||
Trademarks [Member] | ||||
Finite lived intangible assets weighted-average amortization period | 10 years | |||
Customer Relationships [Member] | ||||
Finite lived intangible assets weighted-average amortization period | 8 years | |||
Indemnification Holdback [Member] | ||||
Repayments of debt | 735,000 | |||
AR Holdback [Member] | ||||
Repayments of debt | $ 152,858 | |||
CGI Bio Pharma [Member] | ||||
Business combination consideration amount | $ 775,000 | |||
Accounts receivable | $ 830,000 | |||
Asset Purchase Agreement [Member] | Inital Tranche [Member] | ||||
Payment of preferred stock financing | $ 13,800,000 | |||
Asset Purchase Agreement [Member] | CGI Bio Pharma [Member] | ||||
Assets and assumed certain liabilities | 23,500,000 | |||
Proceeds from debt | 7,692,300 | |||
Asset Purchase Agreement [Member] | CGI Bio Pharma [Member] | Base Purchase Price [Member] | ||||
Assets and assumed certain liabilities | $ 1,980,000 |
Acquisition - Schedule of Asset
Acquisition - Schedule of Assets Acquired and Liabilities Assumed (Details) - USD ($) | Jul. 15, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Business Acquisition [Line Items] | ||||
Total acquired identifiable intangible assets | $ 7,300,000 | |||
Goodwill | $ 8,433,000 | $ 8,433,000 | ||
BioPharma Acquisition [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash | 13,829,000 | |||
Subordinated note payable | 6,822,000 | |||
Total consideration | 20,651,000 | |||
Accounts receivable | 3,731,000 | |||
Accrued revenue | 289,000 | |||
Lab supplies | 877,000 | |||
Prepaid expenses | 266,000 | |||
Property and equipment | 6,412,000 | |||
Operating lease assets | 2,187,000 | |||
Total acquired identifiable intangible assets | 7,300,000 | |||
Goodwill | 8,273,000 | |||
Total assets acquired | 29,335,000 | |||
Accounts payable | (4,535,000) | |||
Accrued liabilities | (435,000) | |||
Deferred revenue | (1,076,000) | |||
Operating lease liabilities | (2,187,000) | |||
Finance lease liabilities | (451,000) | |||
Total liabilities assumed | (8,684,000) | |||
Net assets acquired | 20,651,000 | |||
BioPharma Acquisition [Member] | Trademarks and Trade Name [Member] | ||||
Business Acquisition [Line Items] | ||||
Total acquired identifiable intangible assets | 1,600,000 | |||
BioPharma Acquisition [Member] | Customer Relationships [Member] | ||||
Business Acquisition [Line Items] | ||||
Total acquired identifiable intangible assets | $ 5,700,000 |
Acquisition - Schedule of ProFo
Acquisition - Schedule of ProForma Information (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Business Combinations [Abstract] | |
Revenue | $ 31,722 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) $ in Thousands | Jan. 07, 2021 | Jan. 31, 2020 | Sep. 30, 2019 | May 31, 2020 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Mar. 25, 2021 |
Cash and cash equivalents | $ 2,772 | $ 2,321 | $ 2,772 | $ 2,321 | ||||||||||||
Accounts receivable, net | 8,028 | 10,338 | 8,028 | 10,338 | ||||||||||||
Total current assets | 14,122 | 16,510 | 14,122 | 16,510 | ||||||||||||
Total current liabilities | 18,233 | 17,292 | 18,233 | 17,292 | ||||||||||||
Net loss | $ 8,143 | $ 6,234 | $ 5,580 | $ 6,494 | $ 10,663 | $ 7,446 | $ 5,304 | $ 3,326 | 26,451 | 26,740 | ||||||
Net cash used in operating activities | $ 13,979 | $ 18,957 | ||||||||||||||
Sale of common stock | 178,000 | 97,817 | ||||||||||||||
Subsequent Event [Member] | ||||||||||||||||
Debt Instrument, Interest Rate | 8.00% | |||||||||||||||
Maturity Date | Jun. 30, 2021 | |||||||||||||||
Cash on hand | $ 3,200 | |||||||||||||||
Secured Promissory Note [Member] | Ampersand 2018 Limited Partnership [Member] | Subsequent Event [Member] | ||||||||||||||||
Debt Instrument, Face Amount | $ 3,000 | |||||||||||||||
Secured Promissory Note [Member] | 1315 Capital [Member] | Subsequent Event [Member] | Series B Shareholders [Member] | ||||||||||||||||
Debt Instrument, Face Amount | $ 2,000 | |||||||||||||||
Series B Preferred Stock [Member] | ||||||||||||||||
Proceeds from public offering | $ 19,200 | |||||||||||||||
Sale of common stock | 20,000 | |||||||||||||||
Equity Distribution Agreement [Member] | ||||||||||||||||
Proceeds from public offering | $ 3,700 | |||||||||||||||
ATM Agreement [Member] | ||||||||||||||||
Proceeds from public offering | $ 700 | |||||||||||||||
Sale of common stock | 178,000 | |||||||||||||||
Centers for Medicare & Medicaid Services [Member] | ||||||||||||||||
Loans payable | 2,100 | $ 2,100 | ||||||||||||||
Department of Health and Human Services [Member] | ||||||||||||||||
Loans payable | $ 650 | 650 | ||||||||||||||
Utilization of advance payment against cash payments | $ 2,100 | |||||||||||||||
Asset Purchase Agreement [Member] | CGI Bio Pharma [Member] | ||||||||||||||||
Proceeds from loans payable | $ 888 | |||||||||||||||
Silicon Valley Bank [Member] | ||||||||||||||||
Repayment of line of credit | $ 3,400 |
Discontinued Operations - Sched
Discontinued Operations - Schedule of Discontinued Operations Amount Recognized in Balance Sheet (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Discontinued Operations and Disposal Groups [Abstract] | ||
Accrued liabilities | $ 766 | $ 766 |
Current liabilities from discontinued operations | 766 | 766 |
Total liabilities | $ 766 | $ 766 |
Discontinued Operations - Sch_2
Discontinued Operations - Schedule of Discontinued Operations Condensed Consolidated Statements of Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | ||
Income from discontinued operations, before tax | $ 220 | |
Income tax expense | 250 | 308 |
Loss from discontinued operations, net of tax | $ (250) | $ (88) |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Financial Instrument Measured on Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Warrant liability | $ 21 | $ 82 |
Fair value of liabilities | 2,237 | 2,975 |
Fair Value Measurements [Member] | ||
Warrant liability | 21 | 82 |
Fair value of liabilities | 2,237 | 2,975 |
Level 1 [Member] | ||
Warrant liability | ||
Fair value of liabilities | ||
Level 2 [Member] | ||
Warrant liability | ||
Fair value of liabilities | ||
Level 3 [Member] | ||
Warrant liability | 21 | 82 |
Fair value of liabilities | 2,237 | 2,975 |
Asuragen [Member] | ||
Contingent consideration | 2,216 | 2,893 |
Asuragen [Member] | Fair Value Measurements [Member] | ||
Contingent consideration | 2,216 | 2,893 |
Asuragen [Member] | Level 1 [Member] | ||
Contingent consideration | ||
Asuragen [Member] | Level 2 [Member] | ||
Contingent consideration | ||
Asuragen [Member] | Level 3 [Member] | ||
Contingent consideration | $ 2,216 | $ 2,893 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Beginning Balance | $ 2,975 |
Payments | (737) |
Accretion | 549 |
Cancellation of Obligation/Conversions Exercises | |
Adjustment to Fair Value/Mark to Market | (550) |
Ending Balance | 2,237 |
Underwriter Warrants [Member] | |
Beginning Balance | 82 |
Payments | |
Accretion | |
Cancellation of Obligation/Conversions Exercises | |
Adjustment to Fair Value/Mark to Market | (61) |
Ending Balance | 21 |
Asuragen [Member] | |
Beginning Balance | 2,893 |
Payments | (737) |
Accretion | 549 |
Cancellation of Obligation/Conversions Exercises | |
Adjustment to Fair Value/Mark to Market | (489) |
Ending Balance | $ 2,216 |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Depreciation and amortization expense | $ 800 | $ 500 |
Amortization expense | 4,461 | $ 3,989 |
Internal-use Software [Member] | ||
Amortization expense | $ 100,000 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Abstract] | ||
Furniture and fixtures | $ 339 | $ 242 |
Lab and office equipment | 7,536 | 6,353 |
Computer equipment | 339 | 339 |
Internal-use software | 1,572 | 1,276 |
Leasehold improvements | 505 | 506 |
Property and equipment | 10,291 | 8,716 |
Less accumulated depreciation and amortization | (2,942) | (1,902) |
Net property and equipment | $ 7,349 | $ 6,814 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets (Details Narrative) - USD ($) | Jul. 15, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Goodwill | $ 8,433,000 | $ 8,433,000 | ||
Identifiable intangible assets | $ 7,300,000 | |||
Amortization expense | $ 6,000,000 | $ 4,000,000 | ||
BioPharma Acquisition [Member] | ||||
Intangible assets | 15,600,000 | |||
Goodwill | 8,273,000 | |||
Identifiable intangible assets | $ 7,300,000 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets - Schedule of Identifiable Intangible Assets Carrying Value (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Finite-lived Intangible Assets, Gross | $ 39,251 | $ 39,288 |
Finite-lived Intangible Assets, Accumulated Amortization | (27,900) | (23,439) |
Finite-lived Intangible Assets, Net Carrying Value | $ 11,351 | 15,849 |
CLIA Lab [Member] | ||
Finite-lived Intangible Asset, Useful Life (Years) | 2 years 3 months 19 days | |
Finite-lived Intangible Assets, Gross | $ 609 | 609 |
Asuragen Acquisition [Member] | Thyroid [Member] | ||
Finite-lived Intangible Asset, Useful Life (Years) | 9 years | |
Finite-lived Intangible Assets, Gross | $ 8,519 | 8,519 |
RedPath Acquisition [Member] | Pancreas Test [Member] | ||
Finite-lived Intangible Asset, Useful Life (Years) | 7 years | |
Finite-lived Intangible Assets, Gross | $ 16,141 | 16,141 |
RedPath Acquisition [Member] | Barrett's Test [Member] | ||
Finite-lived Intangible Asset, Useful Life (Years) | 9 years | |
Finite-lived Intangible Assets, Gross | $ 6,682 | 6,719 |
BioPharma Acquisition [Member] | Trademarks [Member] | ||
Finite-lived Intangible Asset, Useful Life (Years) | 10 years | |
Finite-lived Intangible Assets, Gross | $ 1,600 | 1,600 |
BioPharma Acquisition [Member] | Customer Relationships [Member] | ||
Finite-lived Intangible Asset, Useful Life (Years) | 8 years | |
Finite-lived Intangible Assets, Gross | $ 5,700 | $ 5,700 |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets - Schedule of Goodwill Carrying Value (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Balance Beginning | $ 8,433 | |
Goodwill acquired | 8,273 | |
Adjustments | 160 | |
Balance Ending | $ 8,433 | $ 8,433 |
Goodwill and Other Intangible_6
Goodwill and Other Intangible Assets - Schedule of Future Estimated Amortization Expense (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2021 | $ 4,078 |
2022 | 2,156 |
2023 | 1,745 |
2024 | 873 |
2025 | $ 873 |
Leases (Details Narrative)
Leases (Details Narrative) - USD ($) $ in Thousands | Dec. 31, 2020 | Jun. 30, 2020 | Jun. 30, 2020 | Sep. 30, 2020 | Jan. 02, 2020 | Dec. 31, 2019 |
Right-of-use lease assets | $ 4,384 | $ 3,892 | ||||
Lease liabilities | 4,567 | |||||
Finance lease assets | 597 | |||||
Finance lease liabilities | $ 315 | |||||
Weighted average remaining lease term | 7 years 1 month 6 days | |||||
Weighted average discount rate leases percentage | 6.00% | |||||
Rutherford Lease [Member] | ||||||
Gain (Loss) on Termination of Lease | $ 500 | |||||
North Carolina Lease [Member] | ||||||
Weighted average remaining lease term | 5 years | |||||
Lease, description | In June 2020, the Company entered into an amendment of its North Carolina lease extending it for an additional ten years, commencing on June 1, 2020 and continuing until May 31, 2030. The minimum rent per rentable square foot pursuant to the amendment is $14.10 from June 1, 2020 to May 31, 2021, with annual increases of 3%. | |||||
Lease rent increasing percentage | 3.00% | |||||
Lessee, operating lease, option to extend | The Company has two options to extend the term for a period of five years each. | |||||
Lessee, operating lease, option to terminate | The Company has the irrevocable right to terminate the lease on November 30, 2025, as well as on November 30, 2027. | |||||
Increase decrease in operating lease asset and liability | $ 2,800 | |||||
ASU 2016-02 [Member] | ||||||
Right-of-use lease assets | $ 2,400 | |||||
Lease liabilities | 2,500 | |||||
Cumulative adjustment to opening accumulated deficit | 100 | |||||
ASU 2016-02 [Member] | BioPharma Acquisition [Member] | ||||||
Right-of-use lease assets | 2,200 | |||||
Finance lease assets | 500 | |||||
Finance lease liabilities | $ 500 |
Leases - Schedule of Financing
Leases - Schedule of Financing and Operating Leases (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Leases [Abstract] | ||
Financing lease assets | $ 597 | |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | Property and equipment, net | |
Operating lease assets, Right of use assets | $ 4,384 | $ 3,892 |
Total lease assets | 4,981 | |
Current financing lease liabilities | $ 177 | 184 |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible List] | Other accrued expenses | |
Current operating lease liabilities | $ 1,027 | $ 1,321 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Other accrued expenses | Other accrued expenses |
Total current lease liabilities | $ 1,204 | |
Noncurrent financing lease liabilities | $ 138 | |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Other long-term liabilities | |
Noncurrent operating lease liabilities | $ 3,540 | $ 2,591 |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Noncurrent operating lease liabilities | |
Total long-term lease liabilities | $ 3,678 | |
Total lease liabilities | $ 4,882 |
Leases - Schedule of Maturities
Leases - Schedule of Maturities of Operating and Financing Lease Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Leases [Abstract] | ||
2021 | $ 1,235 | |
2022 | 1,028 | |
2023 | 629 | |
2024 | 390 | |
2024-2030 | 2,327 | |
Total minimum lease payments | 5,609 | |
Less: amount of lease payments representing effects of discounting | 1,042 | |
Present value of future minimum lease payments | 4,567 | |
Less: current obligations under leases | $ 1,027 | $ 1,321 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Other accrued expenses | Other accrued expenses |
Long-term lease obligations | $ 3,540 | $ 2,591 |
2021 | 185 | |
2022 | 78 | |
2023 | 65 | |
2024 | ||
2024-2030 | ||
Total minimum lease payments | 329 | |
Less: amount of lease payments representing effects of discounting | 14 | |
Present value of future minimum lease payments | 315 | |
Less: current obligations under leases | 177 | $ 184 |
Long-term lease obligations | $ 138 |
Retirement Plans (Details Narra
Retirement Plans (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Defined contribution plan, maximum annual contributions per employee, percent | 50.00% | |
Defined contribution plan, employer matching contribution, percent | 100.00% | |
Defined contribution plan employer matching contribution at fifty percent | 50.00% | |
Contribution expense | $ 400 | $ 300 |
Minimum [Member] | ||
Defined contribution plan, employer matching contribution, percent | 3.00% | |
Defined contribution plan employer matching contribution at fifty percent | 3.00% | |
Maximum [Member] | ||
Defined contribution plan employer matching contribution at fifty percent | 5.00% |
Accrued Expenses and Other Lo_3
Accrued Expenses and Other Long-Term Liabilities (Details Narrative) | Dec. 31, 2020USD ($) |
Payables and Accruals [Abstract] | |
Accrued bonus | $ 1,200,000 |
Accrued Expenses and Long-term
Accrued Expenses and Long-term Liabilities - Schedule of Other Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Payables and Accruals [Abstract] | ||
Accrued royalties | $ 2,710 | $ 1,934 |
Contingent consideration | 398 | 502 |
Upfront Medicare payment | 2,066 | |
Operating lease liability | $ 1,027 | $ 1,321 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Total other accrued expenses | Total other accrued expenses |
Financing lease liability | $ 177 | $ 184 |
Deferred revenue | 54 | 457 |
Payable to CGI | 888 | |
Accrued sales and marketing - diagnostics | 51 | 197 |
Accrued lab costs - diagnostics | 161 | 163 |
Accrued professional fees | 854 | 1,399 |
Taxes payable | 334 | 403 |
Unclaimed property | 565 | 565 |
All others | 1,398 | 1,463 |
Total other accrued expenses | $ 9,795 | $ 9,476 |
Accrued Expenses and Long-ter_2
Accrued Expenses and Long-term Liabilities - Schedule of Long Term Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Payables and Accruals [Abstract] | ||
Warrant liability | $ 21 | $ 82 |
Uncertain tax positions | 4,342 | 4,081 |
Deferred revenue | 136 | 269 |
Other | 138 | 141 |
Total other long-term liabilities | $ 4,637 | $ 4,573 |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Operating lease expire date description | Expire at various dates through May 2030 | |
Total expense | $ 2,100 | $ 1,300 |
Contractual obligations terms | 1 year |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Future Minimum Lease Payments Under Non-Cancelable Leases (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Operating lease obligations, Less than 1 Year | $ 1,235 |
Operating lease obligations, 1 to 3 Years | 1,657 |
Operating lease obligations, 3 to 5 Years | 793 |
Operating lease obligations, After 5 Years | 1,924 |
Operating lease obligations, Total | $ 5,609 |
Equity (Details Narrative)
Equity (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Jan. 15, 2020 | Jan. 10, 2020 | Oct. 16, 2019 | Jul. 15, 2019 | Jan. 25, 2019 | Jan. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Sep. 20, 2019 |
Shares granted | 525,550 | ||||||||||||
Received net proceeds | $ 434 | $ 6,478 | |||||||||||
Proceeds from issuance of stock | $ 19,223 | ||||||||||||
Preferred stock aggregate value | $ 1 | $ 73 | $ 1 | ||||||||||
Preferred stock dividend percentage | 6.00% | ||||||||||||
Sale of stock | 178,000 | 97,817 | |||||||||||
Proceeds from sale of stock | $ 700 | $ 200 | |||||||||||
Series B Preferred Stock [Member] | |||||||||||||
Preferred stock adjusted conversion | $ 6 | ||||||||||||
Company achieve revenue target | $ 34,000 | ||||||||||||
Intrinsic value of beneficial conversion feature | $ 2,200 | ||||||||||||
Intrinsic value of effective conversion price per share | $ 6.79 | ||||||||||||
Sale of stock | 20,000 | ||||||||||||
Series B [Member] | |||||||||||||
Aggregate of shares issued | 27,000 | ||||||||||||
Preferred stock par/stated value | $ 0.01 | ||||||||||||
Preferred stock adjusted conversion | $ 6 | ||||||||||||
Preferred stock, shares issued | 47,000 | 47,000 | 47,000 | ||||||||||
Series A [Member] | |||||||||||||
Aggregate of shares issued | 270 | ||||||||||||
Preferred stock par/stated value | $ 0.01 | ||||||||||||
Value of preferred stock exchanged | $ 27,000 | ||||||||||||
Preferred shares stated value | $ 100,000 | ||||||||||||
Preferred stock adjusted conversion | $ 8 | ||||||||||||
Preferred stock, shares issued | 270 | 270 | 270 | ||||||||||
Underwriting Agreement [Member] | |||||||||||||
Aggregate of shares issued | 933,334 | ||||||||||||
Shares granted | 1,400,000 | ||||||||||||
Common stock price, per share | $ 7.50 | ||||||||||||
Effective price per share | $ 6.975 | ||||||||||||
Received net proceeds | $ 5,900 | ||||||||||||
Security Purchase Agreement [Member] | Investor [Member] | |||||||||||||
Business combination consideration shares | 130 | ||||||||||||
Business combination consideration amount | $ 13,000 | ||||||||||||
Security Purchase Agreement [Member] | Convertible Preferred Stock [Member] | |||||||||||||
Preferred price per share | $ 0.01 | ||||||||||||
Preferred stock par/stated value | $ 100,000 | ||||||||||||
Security Purchase Agreement [Member] | Convertible Preferred Stock [Member] | Maximum [Member] | |||||||||||||
Proceeds from preferred stock value | $ 27,000 | ||||||||||||
Security Purchase Agreement [Member] | 60 Newly Created Series A Preferred Stock [Member] | |||||||||||||
Business combination consideration shares | 60 | ||||||||||||
Business combination consideration amount | $ 6,000 | ||||||||||||
Security Purchase Agreement [Member] | 60 Newly Created Series A -1 Preferred Stock [Member] | |||||||||||||
Business combination consideration shares | 80 | ||||||||||||
Business combination consideration amount | $ 8,000 | ||||||||||||
Proceeds from issuance of stock | $ 13,100 | ||||||||||||
Security Purchase and Exchange Agreement [Member] | Series B [Member] | |||||||||||||
Preferred price per share | $ 1,000 | ||||||||||||
Preferred stock aggregate value | $ 20,000 | ||||||||||||
Security Purchase and Exchange Agreement [Member] | Series B [Member] | 1315 Capital [Member] | |||||||||||||
Aggregate of shares issued | 19,000 | ||||||||||||
Preferred stock aggregate value | $ 19,000 | ||||||||||||
Security Purchase and Exchange Agreement [Member] | Series B [Member] | Ampersand 2018 Limited Partnership [Member] | |||||||||||||
Aggregate of shares issued | 1,000 | ||||||||||||
Preferred stock aggregate value | $ 1,000 | ||||||||||||
Equity Distribution Agreement [Member] | |||||||||||||
Aggregate offering price | $ 4,800 | ||||||||||||
Fixed percentage of commission | 3.00% |
Warrants (Details Narrative)
Warrants (Details Narrative) - Warrants [Member] | 12 Months Ended |
Dec. 31, 2020$ / shares | |
Weighted average exercise price | $ 15.97 |
Weighted average remaining contractual life | 1 year 4 months 24 days |
Warrants - Schedule of Warrants
Warrants - Schedule of Warrants Outstanding and Warrants Activity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Warrants Issued | 1,990,934 | |
Warrants Cancelled/Expired | (15,000) | |
Warrants | 1,404,648 | 1,419,648 |
Private Placement Warrants [Member] | ||
Description | Private Placement Warrants, issued January 25, 2017 | |
Classification | Equity | |
Exercise Price | $ 46.90 | |
Expiration Date | June 2022 | |
Warrants Issued | 85,500 | |
Warrants | 85,500 | 85,500 |
RedPath Warrants [Member] | ||
Description | RedPath Warrants, issued March 22, 2017 | |
Classification | Equity | |
Exercise Price | $ 46.90 | |
Expiration Date | September 2022 | |
Warrants Issued | 10,000 | |
Warrants | 10,000 | 10,000 |
Underwriter Warrants [Member] | ||
Description | Underwriters Warrants, issued June 21, 2017 | |
Classification | Liability | |
Exercise Price | $ 13.20 | |
Expiration Date | December 2022 | |
Warrants Issued | 57,500 | |
Warrants | 53,500 | 53,500 |
Base & Overallotment Warrants [Member] | ||
Description | Base & Overallotment Warrants, issued June 21, 2017 | |
Classification | Equity | |
Exercise Price | $ 12.50 | |
Expiration Date | June 2022 | |
Warrants Issued | 1,437,500 | |
Warrants | 870,214 | 870,214 |
Vendor Warrants [Member] | ||
Description | Vendor Warrants, issued August 6, 2017 | |
Classification | Equity | |
Exercise Price | $ 12.50 | |
Expiration Date | August 2020 | |
Warrants Issued | 15,000 | |
Warrants Cancelled/Expired | (15,000) | |
Warrants | 15,000 | |
Warrants Issued [Member] | ||
Description | Warrants issued October 12, 2017 | |
Classification | Equity | |
Exercise Price | $ 18 | |
Expiration Date | April 2022 | |
Warrants Issued | 320,000 | |
Warrants | 320,000 | 320,000 |
Underwriters Warrants [Member] | ||
Description | Underwriters Warrants, issued January 25, 2019 | |
Classification | Equity | |
Exercise Price | $ 9.40 | |
Expiration Date | January 2022 | |
Warrants Issued | 65,434 | |
Warrants | 65,434 | 65,434 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based compensation arrangements, options, grants in period, weighted average exercise price | $ 5.36 | $ 8.50 |
Share-based compensation aggregate fair value of option | $ 1,500 | $ 500 |
Weighted-average grant date fair value of options vested | $ 9 | |
Aggregate fair value of restricted stock units | 400 | $ 200 |
Total unrecognized compensation cost related to unvested stock options and restricted stock units | 2,500 | |
Employee Stock Purchase Plan [Member] | ||
Share-based compensation expense | $ 40 | |
Stock Incentive Plan [Member] | ||
Share-based compensation arrangement by share-based payment award, description | Stock options have been granted with an exercise price equal to the market value of the common stock on the date of grant, expire 10 years from the date they are granted, and generally vested over a one to three-year period for employees and members of the Board. Upon exercise, new shares will be issued by the Company. The restricted shares and restricted stock units ("RSUs") granted to employees generally have a three-year graded vesting period and are subject to accelerated vesting and forfeiture under certain circumstances. Restricted shares and RSUs granted to Board members generally have a three-year graded vesting period and are subject to accelerated vesting and forfeiture under certain circumstances. |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions (Details) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | ||
Risk-free interest rate | 0.75% | 2.34% |
Expected life | 6 years 6 months | 5 years 10 months 25 days |
Expected volatility | 123.71% | 128.58% |
Dividend yield | 0.00% | 0.00% |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule of Share-Based Compensation Arrangements by Share-Based Payment Award (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Total stock-based compensation expense | $ 2,187 | $ 1,535 |
RSUs and Restricted Stock [Member] | ||
Total stock-based compensation expense | 176 | 243 |
Performance Based Awards [Member] | ||
Total stock-based compensation expense | 265 | |
Common stock awards [Member] | ||
Total stock-based compensation expense | 116 | |
Option [Member] | ||
Total stock-based compensation expense | $ 1,630 | $ 722 |
Stock-Based Compensation - Sc_3
Stock-Based Compensation - Schedule of Stock Option Activity (Details) | 12 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
Share-based Payment Arrangement [Abstract] | |
Shares outstanding beginning balance | shares | 415,678 |
Shares granted | shares | 525,550 |
Shares exercised | shares | |
Shares forfeited or expired | shares | (92,409) |
Shares outstanding ending balance | shares | 848,819 |
Shares exercisable ending balance | shares | 361,501 |
Shares vested and expected to vest | shares | 659,465 |
Weighted average grant price outstanding beginning balance | $ / shares | $ 12.50 |
Weighted average grant price granted | $ / shares | 6.24 |
Weighted average grant price exercised | $ / shares | |
Weighted average grant price forfeited or expired | $ / shares | 11.18 |
Weighted average grant price outstanding ending balance | $ / shares | 8.76 |
Weighted average grant price exercisable ending balance | $ / shares | 11.81 |
Weighted average grant price vested and expected to vest | $ / shares | $ 9.48 |
Weighted average remaining contractual period outstanding beginning balance | 8 years 5 months 12 days |
Weighted average remaining contractual period granted | 9 years 4 months 20 days |
Weighted average remaining contractual period outstanding ending balance | 8 years 7 months 2 days |
Weighted average remaining contractual period exercisable ending balance | 7 years 9 months 7 days |
Weighted average remaining contractual period vested and expected to vest | 8 years 4 months 20 days |
Aggregate intrinsic value outstanding beginning balance | $ | |
Aggregate intrinsic value granted | $ | |
Aggregate intrinsic value exercised | $ | |
Aggregate intrinsic value forfeited or expired | $ | |
Aggregate intrinsic value outstanding ending balance | $ | |
Aggregate intrinsic value exercisable ending balance | $ | |
Aggregate intrinsic value vested and expected to vest | $ |
Stock-Based Compensation - Sc_4
Stock-Based Compensation - Schedule of Non Vested Option Activity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | ||
Non-vested Shares outstanding beginning balance | 213,472 | |
Non-vested Shares granted | 525,550 | |
Non-vested Shares vested | (197,998) | |
Non-vested Shares forfeited | (53,706) | |
Non-vested Shares outstanding ending balance | 487,318 | 213,472 |
Non-vested weighted average grant date fair value outstanding beginning balance | $ 8.80 | |
Non-vested weighted average grant date fair value granted | 5.36 | $ 8.50 |
Non-vested weighted average grant date fair value exercised | 7.34 | |
Non-vested weighted average grant date fair value forfeited | 7.86 | |
Non-vested weighted average grant date fair value outstanding ending balance | $ 5.81 | $ 8.80 |
Stock-Based Compensation - Sc_5
Stock-Based Compensation - Schedule of Share-Based Compensation, Restricted Stock and Restricted Stock Units Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Non-vested Shares granted | 1,990,934 | |
Non-vested Shares Forfeited | (15,000) | |
Non-vested Aggregate Intrinsic Value Vested | $ 1,500 | $ 500 |
Restricted Stock Units (RSUs) [Member] | ||
Non-vested Shares beginning balance | 49,366 | |
Non-vested Shares granted | 236,321 | |
Non-vested Shares Vested | (43,976) | |
Non-vested Shares Forfeited | (2,254) | |
Non-vested Shares ending balance | 239,457 | 49,366 |
Non-vested Weighted Average Grant Date Fair Value beginning balance | $ 10.04 | |
Non-vested Weighted Average Grant Date Fair Value Granted | 3.43 | |
Non-vested Weighted Average Grant Date Fair Value Vested | 9.52 | |
Non-vested Weighted Average Grant Date Fair Value Forfeited | 10.10 | |
Non-vested Weighted Average Grant Date Fair Value Ending balance | $ 3.61 | $ 10.04 |
Non-vested Average Remaining Vesting Period Beginning balance | 1 year 1 month 9 days | |
Non-vested Average Remaining Vesting Period Ending balance | 1 year 9 months | |
Non-vested Aggregate Intrinsic Value Beginning balance | $ 246,830 | |
Non-vested Aggregate Intrinsic Value Granted | ||
Non-vested Aggregate Intrinsic Value Vested | ||
Non-vested Aggregate Intrinsic Value Forfeited | ||
Non-vested Aggregate Intrinsic Value Ending balance | $ 751,895 | $ 246,830 |
Revenue Sources (Details Narrat
Revenue Sources (Details Narrative) - Sales Revenue, Net [Member] | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue from continuing operations | 10.00% | 10.00% |
Medicare [Member] | ||
Revenue from continuing operations | 50.00% | 44.00% |
Revenue Sources - Schedule of R
Revenue Sources - Schedule of Revenue by Major Customers (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue | $ 32,398 | $ 24,220 |
Medicare Customer [Member] | ||
Revenue | 10,186 | 10,605 |
Commercial Payers Customer [Member] | ||
Revenue | 4,136 | 7,589 |
Medicare Advantage Customer [Member] | ||
Revenue | 3,566 | 1,912 |
Client Billings Customer [Member] | ||
Revenue | $ 2,582 | $ 3,521 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Federal net income loss percentage | Under current federal income tax law, federal NOLs incurred in tax years beginning after December 31, 2017 may be carried forward indefinitely, but the deductibility of such federal NOLs is limited to 80% of Federal Taxable Income, and current state net operating losses not utilized begin to expire this year. | |
Unrecognized tax benefits | $ 900,000 | $ 900,000 |
Income tax examination penalties and interest expense | 300,000 | 300,000 |
Income tax examination penalties and interest accrued | $ 3,400,000 | $ 3,100,000 |
Income tax examination, description | The Tax Cuts and Jobs Act (the "TCJA") was enacted on December 22, 2017 and became effective for tax years beginning after December 31, 2017. The TCJA had significant changes to U.S. tax law, lowering U.S. corporate income tax rates, implementing a territorial tax system, imposing a one-time transition tax on deemed repatriated earnings of foreign subsidiaries and modified the taxation of other income and expense items. The TCJA reduces the U.S. corporate income tax rate from 34% to 21%, effective January 1, 2018. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to reverse. As a result of the reduction in the U.S. corporate income tax rate from 34% to 21% under the TCJA, we revalued deferred tax assets, net as of December 31, 2017. | |
Us corporate tax percentage | 21.00% | 21.00% |
Deferred tax assets | $ 22,768,303 | |
Valuation allowance | 22,768,303 | |
Federal [Member] | ||
Operating loss carryforwards | 81,000,000 | |
Reduction in operating loss carryforwards | 153,800,000 | |
State and Local Jurisdiction [Member] | ||
Operating loss carryforwards | 48,300,000 | |
Reduction in operating loss carryforwards | $ 60,600,000 |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Federal | $ (46) | |
State | 16 | |
Total current | 16 | (46) |
Federal | 23 | 11 |
State | 14 | 7 |
Total deferred | 37 | 18 |
Benefit from income taxes | $ 53 | $ (28) |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Income Tax Disclosure [Abstract] | ||
Federal net operating loss carryforwards | $ 17,015 | $ 11,664 |
State net operating loss carryforwards | 2,953 | 1,834 |
Compensation | 1,492 | 1,399 |
Allowances and reserves | 436 | 457 |
Intangible assets | 292 | 589 |
State taxes | 900 | 848 |
Credit carryforward | 229 | 229 |
163(j) interest | 745 | 141 |
Leases | 54 | 23 |
Deferred revenue | 95 | 88 |
Valuation allowance | (23,684) | (17,027) |
Gross deferred tax assets | 527 | 245 |
Property and equipment | (582) | (263) |
Deferred tax liability-net valuation allowance | $ (55) | $ (18) |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Federal statutory rate | 21.00% | 21.00% |
State income tax rate, net of Federal tax benefit | 4.00% | 3.00% |
Meals and entertainment | (0.10%) | (0.20%) |
Valuation allowance | (25.00%) | (23.80%) |
Naked credit | (0.10%) | (0.10%) |
Discontinued operations allocation | 0.00% | 0.20% |
Effective tax rate | (0.20%) | 0.10% |
Income Taxes - Schedule of Unre
Income Taxes - Schedule of Unrecognized Tax Benefits Roll Forward (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Unrecognized tax benefits beginning balance | $ 877 | $ 877 |
Additions for tax positions of prior years | ||
Unrecognized tax benefits ending balance | $ 877 | $ 877 |
Income Taxes - Schedule of Tax
Income Taxes - Schedule of Tax Years Subject to Examination (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Federal [Member] | Earliest Tax Year [Member] | |
Open tax year | 2016 |
Federal [Member] | Latest Tax Year [Member] | |
Open tax year | 2020 |
State and Local Jurisdiction [Member] | Earliest Tax Year [Member] | |
Open tax year | 2015 |
State and Local Jurisdiction [Member] | Latest Tax Year [Member] | |
Open tax year | 2020 |
Historical Basic and Diluted _3
Historical Basic and Diluted Net Loss Per Share (Details Narrative) | 12 Months Ended |
Dec. 31, 2020shares | |
Series B [Member] | |
Number preferred stocks on converted basis | 7,833,334 |
Historical Basic and Diluted _4
Historical Basic and Diluted Net Loss Per Share - Schedule of Weighted Average Number of Shares (Details) - shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Earnings Per Share [Abstract] | ||
Basic weighted average number of common shares | 4,029,000 | 3,746,000 |
Potential dilutive effect of stock-based awards | ||
Diluted weighted average number of common shares | 4,029,000 | 3,746,000 |
Historical Basic and Diluted _5
Historical Basic and Diluted Net Loss Per Share - Schedule of Anti-dilutive Securities Excluded From Computation of Earnings Per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Antidilutive securities excluded from earning per share | 2,492,000 | 1,885,000 |
Options [Member] | ||
Antidilutive securities excluded from earning per share | 849,000 | 416,000 |
Restricted Stock Units (RSUs) [Member] | ||
Antidilutive securities excluded from earning per share | 238,000 | 49,000 |
Warrants [Member] | ||
Antidilutive securities excluded from earning per share | 1,405,000 | 1,420,000 |
Revolver (Details Narrative)
Revolver (Details Narrative) - USD ($) $ in Thousands | Oct. 19, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Nov. 13, 2018 |
Line of credit facility | $ 3,000 | |||
Revolver [Member] | ||||
Line of credit | $ 0 | $ 3,000 | ||
SVB Loan Agreement [Member] | ||||
Debt instrument flotation interest rate | 4.25% | |||
SVB Loan Agreement [Member] | Above Prime Rate [Member] | ||||
Debt instrument flotation interest rate | 1.00% | 0.50% | ||
SVB Loan Agreement [Member] | Minimum [Member] | ||||
Line of credit facility | $ 250 | |||
SVB Loan Agreement [Member] | Maximum [Member] | ||||
Line of credit facility | $ 1,000 | |||
SVB Loan Agreement [Member] | Silicon Valley Bank [Member] | ||||
Line of credit | $ 4,000 | |||
Line of credit outstanding accounts receivable | 3,750 | |||
SVB Loan Agreement [Member] | Silicon Valley Bank [Member] | Term Loan [Member] | ||||
Line of credit | $ 850 |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information - Schedule of Supplemental Disclosure of Cash flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Supplemental Cash Flow Elements [Abstract] | ||
Net cash used in operating activities of discontinued operations | $ (30) | |
Net cash provided by investing activities of discontinued operations | ||
Cash paid for taxes | 218 | 227 |
Cash paid for interest | 60 | 170 |
Adoption of ASC 842 - right of use asset | 2,449 | |
Adoption of ASC 842 - operating lease liability | 2,536 | |
Preferred Stock Deemed Dividend | 3,033 | |
Accrued financing costs | 31 | 342 |
Accrued preferred dividends | $ 429 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Subsequent Event [Member] - USD ($) | Jan. 07, 2021 | Feb. 16, 2021 |
Subsequent Event [Line Items] | ||
Debt description | In addition, pursuant to the terms of the Series B Convertible Preferred Stock certificate of designation and an amended and restated investor rights agreement among the Company and Ampersand and 1315 Capital, they each have the right to (1) approve certain of our actions, including our borrowing of money and (2) designate two directors to our Board of Directors. As a result, the Company considers the Notes and Security Agreement to be a related party transaction. The rate of interest on the Notes is equal to eight percent (8.0%) per annum and their maturity date is the earlier of (a) June 30, 2021 and (b) the date on which all amounts become due upon the occurrence of any event of default as defined in the Notes. No interest payments are due on the Notes until their maturity date. All payments on the Notes are pari passu. | |
Description of funded debt amount | The Notes contain certain negative covenants which prevent the Company from issuing any debt securities pursuant to which the Company issues shares, warrants or any other convertible security in the same transaction or a series of related transactions, except that Company may incur or enter into any capitalized and operating leases in the ordinary course of business consistent with past practice, or borrowed money or funded debt in an amount not to exceed $4.5 million (the "Debt Threshold") that is subordinated to the Notes on terms acceptable to Ampersand and 1315 Capital; provided, that if the aggregate consolidated revenue recognized by the Company as reported on Form 10-K as filed with the SEC for any fiscal year ending after January 10, 2020 exceeds $45 million dollars, the Debt Threshold for the following fiscal year shall increase to an amount equal to: (x) ten percent (10%); multiplied by (y) the consolidated revenue as reported by the Company on Form 10-K as filed with the SEC for the previous fiscal year. | |
Ampersand 2018 Limited Partnership [Member] | ||
Subsequent Event [Line Items] | ||
Promissory note | $ 3,000,000 | |
Ampersand 2018 Limited Partnership [Member] | Series B Convertible Preferred Stock [Member] | ||
Subsequent Event [Line Items] | ||
Number of holds shares | 28,000 | |
Number of convertible, common stock | 4,666,666 | |
Fully diluted percentage of common stock | 39.30% | |
1315 Capital [Member] | ||
Subsequent Event [Line Items] | ||
Promissory note | $ 2,000,000 | |
1315 Capital [Member] | Series B Convertible Preferred Stock [Member] | ||
Subsequent Event [Line Items] | ||
Number of holds shares | 19,000 | |
Number of convertible, common stock | 3,166,668 | |
Fully diluted percentage of common stock | 26.70% | |
Common Stock [Member] | The Nasdaq Stock Market LLC [Member] | ||
Subsequent Event [Line Items] | ||
Minimum capital requirement for continued listing | $ 2,500,000 |
Schedule II - Valuation and Q_2
Schedule II - Valuation and Qualifying Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | |||
Allowance for Doubtful Accounts [Member] | ||||
Balance at Beginning of Period | $ 25 | |||
Additions (Reductions) Charged to Operations | ||||
Deductions Other | [1] | 250 | 25 | |
Balance at end of Period | 275 | 25 | ||
Allowance for Doubtful Notes [Member] | ||||
Balance at Beginning of Period | 869 | 869 | ||
Additions (Reductions) Charged to Operations | ||||
Deductions Other | [1] | |||
Balance at end of Period | 869 | 869 | ||
Tax Valuation Allowance [Member] | ||||
Balance at Beginning of Period | [2] | 17,027 | 11,031 | |
Additions (Reductions) Charged to Operations | [2] | |||
Deductions Other | [1] | 6,657 | 5,996 | [2] |
Balance at end of Period | $ 23,684 | $ 17,027 | [2] | |
[1] | Includes payments and actual write offs, as well as changes in estimates in the reserves. | |||
[2] | Opening balance has been adjusted to reflect the impact of the immaterial revision described in Note 1. |