Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2021 | Apr. 30, 2021 | |
Cover [Abstract] | ||
Entity Registrant Name | INTERPACE BIOSCIENCES, INC. | |
Entity Central Index Key | 0001054102 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2021 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
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 | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 4,112,843 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2021 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 2,839 | $ 2,772 |
Restricted cash | 600 | 600 |
Accounts receivable, net of allowance for doubtful accounts of $135 and $275, respectively | 7,851 | 8,028 |
Other current assets | 2,975 | 2,722 |
Total current assets | 14,265 | 14,122 |
Property and equipment, net | 6,900 | 7,349 |
Other intangible assets, net | 10,238 | 11,351 |
Goodwill | 8,433 | 8,433 |
Operating lease right of use assets | 3,980 | 4,384 |
Other long-term assets | 42 | 42 |
Total assets | 43,858 | 45,681 |
Current liabilities: | ||
Accounts payable | 3,008 | 4,511 |
Accrued salary and bonus | 2,173 | 3,161 |
Loan payable - related parties | 5,092 | |
Other accrued expenses | 9,422 | 9,795 |
Current liabilities from discontinued operations | 766 | 766 |
Total current liabilities | 20,461 | 18,233 |
Contingent consideration | 1,739 | 1,818 |
Operating lease liabilities, net of current portion | 3,326 | 3,540 |
Other long-term liabilities | 4,692 | 4,637 |
Total liabilities | 30,218 | 28,228 |
Commitments and contingencies (Note 12) | ||
Stockholders' deficit: | ||
Common stock, $.01 par value; 100,000,000 shares authorized; 4,132,507 and 4,075,257 shares issued, respectively; 4,112,843 and 4,055,593 shares outstanding, respectively | 402 | 402 |
Additional paid-in capital | 184,798 | 184,404 |
Accumulated deficit | (216,323) | (212,116) |
Treasury stock, at cost (19,664 and 19,664 shares, respectively) | (1,773) | (1,773) |
Total stockholders' deficit | (32,896) | (29,083) |
Total liabilities and stockholders' deficit | (2,678) | (855) |
Total liabilities, preferred stock and stockholders' deficit | 43,858 | 45,681 |
Series B [Member] | ||
Current liabilities: | ||
Preferred stock, $.01 par value; 5,000,000 shares authorized, 47,000 Series B issued and outstanding | $ 46,536 | $ 46,536 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Allowance for doubtful accounts | $ 135 | $ 275 |
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 | 4,132,507 | 4,075,257 |
Common stock, shares outstanding | 4,112,843 | 4,055,593 |
Treasury stock, shares | 19,664 | 19,664 |
Series B [Member] | ||
Temporary equity, shares issued | 47,000 | 47,000 |
Temporary equity, shares outstanding | 47,000 | 47,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Statement [Abstract] | ||
Revenue, net | $ 9,833 | $ 9,059 |
Cost of revenue (excluding amortization of $1,112 and $1,115, respectively) | 5,316 | 6,113 |
Gross profit | 4,517 | 2,946 |
Operating expenses: | ||
Sales and marketing | 2,351 | 2,481 |
Research and development | 637 | 809 |
General and administrative | 2,979 | 4,837 |
Transition expenses | 1,253 | 56 |
Acquisition related amortization expense | 1,112 | 1,115 |
Total operating expenses | 8,332 | 9,298 |
Operating loss | (3,815) | (6,352) |
Interest accretion expense | (135) | (109) |
Other (expense) income , net | (188) | 47 |
Loss from continuing operations before tax | (4,138) | (6,414) |
Provision for income taxes | 15 | 15 |
Loss from continuing operations | (4,153) | (6,429) |
Loss from discontinued operations, net of tax | (54) | (65) |
Net loss | (4,207) | (6,494) |
Less adjustment for preferred stock deemed dividend | (3,033) | |
Net loss attributable to common stockholders | $ (4,207) | $ (9,527) |
Basic and diluted loss per share of common stock: | ||
From continuing operations | $ (1.02) | $ (2.37) |
From discontinued operations | (0.01) | (0.01) |
Net loss per basic and diluted share of common stock | $ (1.03) | $ (2.38) |
Weighted average number of common shares and common share equivalents outstanding: | ||
Basic | 4,089,000 | 4,004,000 |
Diluted | 4,089,000 | 4,004,000 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Statement [Abstract] | ||
Amortization | $ 1,112 | $ 1,115 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Deficit (Unaudited) - USD ($) $ in Thousands | Common Stock [Member] | Treasury Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Total |
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 market sales, net of expenses | $ 8 | 476 | 484 | ||
Common stock issued through market sales, net of expenses, shares | 80,000 | ||||
Common stock issued through ESPP | |||||
Common stock issued through ESPP, shares | |||||
Treasury stock purchased | |||||
Treasury stock purchased, shares | |||||
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) | |||
Stock-based compensation expense | 418 | 418 | |||
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, 2020 | $ 402 | $ (1,773) | 184,404 | (212,116) | (29,083) |
Balance, shares at Dec. 31, 2020 | 4,075,000 | 20,000 | |||
Common stock issued | 108 | 108 | |||
Common stock issued, shares | 9,000 | ||||
Restricted stock issued | |||||
Restricted stock issued, shares | 12,000 | ||||
Common stock issued through market sales, net of expenses | |||||
Common stock issued through market sales, net of expenses, shares | |||||
Common stock issued through ESPP | |||||
Common stock issued through ESPP, shares | 36,000 | ||||
Treasury stock purchased | |||||
Treasury stock purchased, shares | |||||
Extinguishment of Series A Shares | |||||
Beneficial Conversion Feature in connection with Series B Issuance | |||||
Amortization of Beneficial Conversion Feature | |||||
Stock-based compensation expense | 286 | 286 | |||
Net loss | (4,207) | (4,207) | |||
Balance at Mar. 31, 2021 | $ 402 | $ (1,773) | $ 184,798 | $ (216,323) | $ (32,896) |
Balance, shares at Mar. 31, 2021 | 4,132,000 | 20,000 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Cash Flows From Operating Activities | ||
Net loss | $ (4,207) | $ (6,494) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 1,532 | 1,319 |
Interest accretion expense | 135 | 109 |
Bad debt (recovery) expense | (140) | 250 |
Mark to market on warrants | 41 | (26) |
Stock-based compensation | 259 | 418 |
Amortization of loan costs | 52 | |
Accrued interest | 92 | |
ESPP expense | 27 | |
Change in fair value of contingent consideration | (57) | |
Other gains and expenses, net | (3) | |
Other changes in operating assets and liabilities: | ||
Decrease in accounts receivable | 317 | 289 |
Increase in other current assets | (253) | (1,125) |
Decrease in accounts payable | (1,534) | (253) |
Decrease in accrued salaries and bonus | (988) | (476) |
Decrease in accrued liabilities | (293) | (1,149) |
Increase in long-term liabilities | 14 | 16 |
Net cash used in operating activities | (5,006) | (7,122) |
Cash Flows From Investing Activity | ||
Sale of property and equipment | 39 | |
Net cash provided by investing activities | 39 | |
Cash Flows From Financing Activities | ||
Issuance of common stock, net of expenses | 108 | 434 |
Issuance of Series B preferred stock, net of expenses | 19,537 | |
Loan proceeds | 5,000 | |
Loan expenses | (74) | |
Payments on Line of Credit | (1,800) | |
Net cash provided by financing activities | 5,034 | 18,171 |
Net increase (decrease) in cash, cash equivalents and restricted cash | 67 | 11,049 |
Cash, cash equivalents and restricted cash - beginning | 3,372 | 2,321 |
Cash, cash equivalents and restricted cash - ending | $ 3,439 | $ 13,370 |
Overview
Overview | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Overview | 1. OVERVIEW 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. COVID-19 pandemic The outbreak of the COVID-19 pandemic continues to impact a significant portion of the regions in which we operate. The continuing impact that the COVID-19 pandemic will have on our operations, including duration, severity and scope, remains highly uncertain and cannot be fully predicted at this time. While we believe we have generally recovered from the adverse impact that the COVID-19 pandemic had on our business during 2020, we believe that the COVID-19 pandemic could continue to adversely impact our results of operations, cash flows and financial condition in the future. As our business operations continue to be impacted by the pandemic, we continue to monitor the situation and the guidance that is being provided by relevant federal, state and local public health authorities. We may take additional actions based upon their recommendations. However, it is possible that we may have to make further adjustments to our operating plans in reaction to developments that are beyond our control. While we do not anticipate any lab closures at this time beyond periodic, temporary work stoppages to clean and disinfect the labs, this could change in the future based upon conditions caused by the pandemic. It is also possible that we could experience supply chain shortages if the pandemic worsens and if one or more suppliers is unable to continue to provide us with supplies. For the foreseeable future, however, we do not anticipate supply chain shortages of critical supplies. We have developed and will continue to update our contingency plans in order to mitigate pandemic-related, adverse financial impacts upon our business. Transition costs To optimize the operations of laboratory operations within our pharma services, we transitioned activities from the Rutherford, NJ facility to our Morrisville, NC facility. We invested several million dollars to facilitate this relocation, including but not limited to the transfer of personnel, expansion of the Morrisville facility and validation of transferred processes. We believe that this investment will result in a reduction in future operating costs; however, it is not certain whether we will fully realize the anticipated savings. |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | 2. BASIS OF PRESENTATION The accompanying unaudited interim condensed consolidated financial statements and related notes (the “Interim Financial Statements”) should be read in conjunction with the consolidated financial statements of the Company and its wholly-owned subsidiaries (Interpace Diagnostics Lab Inc., Interpace Diagnostics Corporation, Interpace Pharma Solutions, Inc. and Interpace Diagnostics, LLC), and related notes as included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, as filed with the Securities & Exchange Commission (“SEC”) on April 1, 2021 and as amended on April 29, 2021. The condensed Interim Financial Statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial reporting and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. The condensed Interim Financial Statements include all normal recurring adjustments that, in the judgment of management, are necessary for a fair presentation of such interim financial statements. Discontinued operations include the Company’s wholly owned subsidiaries: Group DCA, LLC, InServe Support Solutions; and TVG, Inc. and its Commercial Services business unit which was sold on December 22, 2015. All significant intercompany balances and transactions have been eliminated in consolidation. Operating results for the three-month period ended March 31, 2021 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2021. |
Going Concern
Going Concern | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | 3. 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 March 31, 2021, the Company had cash and cash equivalents, net of restricted cash of $2.8 million, net accounts receivable of $7.9 million, total current assets, net of restricted cash of $13.7 million and total current liabilities of $20.5 million. For the three month period ended March 31, 2021, the Company had a net loss of $4.2 million and cash used in operating activities was $5.0 million. As of May 10, 2021 we had approximately $6.4 million of cash on hand, net of restricted cash. 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 16, Equity See Note 1, Overview 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. 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. Both loans are secured by substantially all of the Company’s assets. See Note 14, Notes Payable – Related Parties. During Fiscal 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”) and received $2.1 million in advances under the Centers for Medicare & Medicaid Services (“CMS”) accelerated and advance payment program. This advance will be offset against future Medicare billings of the Company beginning in the second quarter of 2021. The Company’s cash and cash equivalents balance is decreasing and we do not expect to 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. The delisting from Nasdaq of our common stock which is now listed for trading on OTCQX and the Company’s inability to use Form S-3 after it filed its Form 10-K for the fiscal year ended December 31, 2020 may each have an adverse impact on our ability to raise additional capital. In addition, the Company’s announcement on April 22, 2021 that it is considering strategic, financial and operational alternatives may have an 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 of 2021. These factors raise substantial doubt about the Company’s ability to continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Accounting Estimates The preparation of condensed 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, revenue recognition, unrecognized tax benefits, and asset impairments involving other intangible assets. The Company periodically reviews these matters and reflects changes in estimates in earnings as appropriate. Actual results could materially differ from those estimates. 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. Under Accounting Standards Codification 606, 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 affects net revenue in the period such variances become known. For our pharma services, project level activities, including study setup and project management, are satisfied over the life of the contract while performance-related obligations are satisfied at a point in time as the Company processes samples delivered by the customer. Revenues are recognized at a point in time when the test results or other deliverables are reported to the customer. Deferred Revenue For our pharma services, project level fee revenue is recognized as deferred revenue and recorded at fair value. It represents payments received in advance of services rendered and is recognized ratably over the life of the contract. Financing and Payment For non-Medicare claims, our payment terms vary by payer category. Payment terms for direct-payers in our clinical services are typically thirty days and in our pharma services, up to sixty days. Commercial third-party-payers are required to respond to a claim within a time period established by their respective state regulations, generally between thirty to sixty days. However, payment for commercial third-party claims may be subject to a denial and appeal process, which could take up to two years in some instances where multiple appeals are submitted. The Company generally appeals all denials from commercial third-party payers. We bill Medicare directly for tests performed for Medicare patients and must accept Medicare’s fee schedule for the covered tests as payment in full. Costs to Obtain or Fulfill a Customer Contract Sales commissions are expensed in the period in which they have been earned. These costs are recorded in sales and marketing expense in the condensed consolidated statements of operations. Accounts Receivable The Company’s accounts receivables represent unconditional rights to consideration and are generated using its clinical services 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. 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 7, Leases Other Current Assets Other current assets consisted of the following as of March 31, 2021 and December 31, 2020: March 31, 2021 December 31, 2020 (unaudited) Lab supply inventory $ 2,227 $ 2,052 Prepaid expenses 560 625 Other 188 45 Total other current assets $ 2,975 $ 2,722 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 condensed 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. Basic and Diluted Net Loss per Share A reconciliation of the number of shares of common stock, par value $0.01 per share, used in the calculation of basic and diluted loss per share for the three-month periods ended March 31, 2021 and 2020 is as follows: Three Months Ended March 31, 2021 2020 (unaudited) Basic weighted average number of common shares 4,089 4,004 Potential dilutive effect of stock-based awards - - Diluted weighted average number of common shares 4,089 4,004 The Company’s Series B Preferred Stock, on an as converted basis of 7,833,334 shares for the three- months ended March 31, 2021, 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): Three Months Ended March 31, 2021 2020 (unaudited) Options 1,061 578 Restricted stock and restricted stock units (RSUs) 395 42 Warrants 1,405 1,420 2,861 2,040 |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | 5. GOODWILL AND OTHER INTANGIBLE ASSETS Goodwill is attributable to the acquisition of our pharma services 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 March 31, 2021 was $8.4 million. The net carrying value of the identifiable intangible assets from all acquisitions as of March 31, 2021 and December 31, 2020 are as follows: As of March 31, 2021 As of December 31, 2020 Life Carrying Carrying (Years) Amount Amount (unaudited) Asuragen acquisition: Thyroid 9 $ 8,519 $ 8,519 RedPath acquisition: Pancreas test 7 16,141 16,141 Barrett’s test 9 6,682 6,682 BioPharma acquisition: Trademarks 10 1,600 1,600 Customer relationships 8 5,700 5,700 CLIA Lab 2.3 $ 609 $ 609 Total $ 39,251 $ 39,251 Accumulated Amortization $ (29,013 ) $ (27,900 ) Net Carrying Value $ 10,238 $ 11,351 Amortization expense was approximately $1.1 million for both the three-month periods ended March 31, 2021 and 2020, respectively. Estimated amortization expense for the next five years is as follows: 2021 2022 2023 2024 2025 $ 4,078 $ 2,155 $ 2,099 $ 873 $ 873 The following table displays a roll forward of the carrying amount of goodwill from December 31, 2020 to March 31, 2021: Carrying Amount Balance as of December 31, 2020 $ 8,433 Adjustments - Balance as of March 31, 2021 $ 8,433 |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2021 | |
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 condensed 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 incorporate certain assumptions and projections 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 March 31, 2021 Fair Value Measurements Carrying Fair As of March 31, 2021 Amount Value Level 1 Level 2 Level 3 (unaudited) Liabilities: Contingent consideration: Asuragen (1) $ 2,175 $ 2,175 $ - $ - $ 2,175 Other long-term liabilities: Warrant liability (2) 62 62 - - 62 $ 2,237 $ 2,237 $ - $ - $ 2,237 13 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 (1)(2) Accrued Expenses and Long-Term Liabilities In connection with the acquisition of certain assets from Asuragen, Inc., 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. A roll forward of the carrying value of the Contingent Consideration Liability and the 2017 Underwriters’ Warrants to March 31, 2021 is as follows: Certain of the Company’s non-financial assets, such as other intangible assets and goodwill, 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. Cancellation Adjustment of Obligation/ to Fair Value/ December 31, 2020 Payments Accretion Conversions Exercises Mark to Market March 31, 2021 (unaudited) Asuragen $ 2,216 $ (119 ) $ 135 $ - $ (57 ) $ 2,175 Underwriters Warrants 21 - - - 41 62 $ 2,237 $ (119 ) $ 135 $ - $ (16 ) $ 2,237 |
Leases
Leases | 3 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
Leases | 7. LEASES 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 Condensed Consolidated Balance Sheet: Classification on the Balance Sheet March 31, 2021 (unaudited) Assets Financing lease assets Property and equipment, net $ 690 Operating lease assets Operating lease right of use assets 3,980 Total lease assets $ 4,670 Liabilities Current Financing lease liabilities Other accrued expenses $ 150 Operating lease liabilities Other accrued expenses 894 Total current lease liabilities $ 1,044 Noncurrent Financing lease liabilities Other long-term liabilities 112 Operating lease liabilities Operating lease liabilities, net of current portion 3,326 Total long-term lease liabilities 3,438 Total lease liabilities $ 4,482 The weighted average remaining lease term for the Company’s operating leases was 7.2 years as of March 31, 2021 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.” The table below reconciles the cash flows to the lease liabilities recorded on the Company’s Condensed Consolidated Balance Sheet as of March 31, 2021: Operating Leases Financing Leases 2021 822 133 2022 1,028 78 2023 629 65 2024 390 - 2025-2030 2,327 - Total minimum lease payments 5,196 276 Less: amount of lease payments representing effects of discounting 976 14 Present value of future minimum lease payments 4,220 262 Less: current obligations under leases 894 150 Long-term lease obligations $ 3,326 $ 112 As of March 31, 2021, 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 were as follows: Less than 1 to 3 3 to 5 After Total 1 Year Years Years 5 Years Operating lease obligations $ 5,196 $ 822 $ 1,657 $ 793 $ 1,924 Total $ 5,196 $ 822 $ 1,657 $ 793 $ 1,924 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 8. COMMITMENTS AND CONTINGENCIES Litigation From time to time, the Company may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. When the Company is aware of a claim or potential claim, it assesses the likelihood of any loss or exposure. If it is probable that a loss will result and the amount of the loss can be reasonably estimated, the Company will record a liability for the loss. In addition to the estimated loss, the recorded liability includes probable and estimable legal costs associated with the claim or potential claim. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm the Company’s business. There is no pending litigation involving the Company at this time. 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 or services that 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. There is also the risk of employment related litigation and other litigation in the ordinary course of business. 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. |
Accrued Expenses and Long-term
Accrued Expenses and Long-term Liabilities | 3 Months Ended |
Mar. 31, 2021 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Long-term Liabilities | 9. ACCRUED EXPENSES AND LONG-TERM LIABILITIES Other accrued expenses consisted of the following as of March 31, 2021 and December 31, 2020: March 31, 2021 December 31, 2020 (unaudited) Accrued royalties $ 2,984 $ 2,710 Contingent consideration 437 398 Upfront Medicare payment 2,066 2,066 Operating lease liability 894 1,027 Financing lease liability 150 177 Deferred revenue 52 54 Accrued sales and marketing - diagnostics 75 51 Accrued lab costs - diagnostics 160 161 Accrued professional fees 538 854 Taxes payable 331 334 Unclaimed property 565 565 All others 1,170 1,398 Total other accrued expenses $ 9,422 $ 9,795 Long-term liabilities consisted of the following as of March 31, 2021 and December 31, 2020: March 31, 2021 December 31, 2020 (unaudited) Warrant liability $ 62 $ 21 Uncertain tax positions 4,396 4,342 Deferred revenue 123 136 Other 111 138 Total other long-term liabilities $ 4,692 $ 4,637 |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | 10. STOCK-BASED COMPENSATION Historically, stock options have been granted with an exercise price equal to the market value of the common stock on the date of grant, with expiration 10 years from the date they are granted, and generally vest 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 Board members and employees generally have a three-year graded vesting period and are subject to accelerated vesting and forfeiture under certain circumstances. The following table provides the weighted average assumptions used in determining the fair value of the stock option awards granted during the three-month periods ended March 31, 2021 and 2020. March 31, 2021 March 31, 2020 (unaudited) Risk-free interest rate 0.78 % 1.51 % Expected life 6.0 years 6.0 years Expected volatility 134.79 % 128.87 % Dividend yield - - During March 2021, the Company granted 312,500 stock options with an exercise price of $6.00 and 152,500 RSUs. The market value of the Company’s common stock was $5.00 at the grant date of these awards. The Company recognized approximately $0.3 million and $0.4 million of stock-based compensation expense during the three-month periods ended March 31, 2021 and 2020, respectively. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 11. INCOME TAXES Generally, accounting standards require companies to provide for income taxes each quarter based on their estimate of the effective tax rate for the full year. The authoritative guidance for accounting for income taxes allows use of the discrete method when it provides a better estimate of income tax expense. Due to the Company’s valuation allowance position, it is the Company’s position that the discrete method provides a more accurate estimate of income tax expense and therefore income tax expense for the current quarter has been presented using the discrete method. As the year progresses, the Company refines its estimate based on the facts and circumstances by each tax jurisdiction. The following table summarizes income tax expense on loss from continuing operations and the effective tax rate for three-month periods ended March 31, 2021 and 2020: Three Months Ended March 31, 2021 2020 (unaudited) Provision for income tax $ 15 $ 15 Effective income tax rate (0.4 %) (0.2 %) Income tax expense for both the three-month periods ended March 31, 2021 and 2020 was primarily due to minimum state and local taxes. |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2021 | |
Segment Reporting [Abstract] | |
Segment Information | 12. SEGMENT INFORMATION We operate under one segment which is the business of developing and selling clinical and pharma services. |
Discontinued Operations
Discontinued Operations | 3 Months Ended |
Mar. 31, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | 13. DISCONTINUED OPERATIONS The components of liabilities classified as discontinued operations consist of the following as of March 31, 2021 and December 31, 2020: March 31, 2021 December 31, 2020 (unaudited) 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 condensed consolidated statements of operations for the three-months ended March 31, 2021 and 2020. Three Months Ended March 31, 2021 2020 (unaudited) Income from discontinued operations, before tax $ - $ - Income tax expense 54 65 Loss from discontinued operations, net of tax $ (54 ) $ (65 ) |
Notes Payable - Related Parties
Notes Payable - Related Parties | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Notes Payable - Related Parties | 14. NOTES PAYABLE – RELATED PARTIES 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; provided, that certain of such rights held by 1315 Capital have been delegated pursuant to the related Support Agreement (See Note 16). 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, 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. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 3 Months Ended |
Mar. 31, 2021 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information | 15. SUPPLEMENTAL CASH FLOW INFORMATION Supplemental Disclosures of Non Cash Activities (in thousands) Three Months Ended March 31, 2021 2020 (unaudited) Investing Preferred Stock Deemed Dividend $ - $ 3,033 Financing Accrued financing costs $ 123 $ 314 |
Equity
Equity | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Equity | 16. EQUITY 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 (collectively, 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. |
Warrants
Warrants | 3 Months Ended |
Mar. 31, 2021 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants | 17. WARRANTS Warrants outstanding and warrant activity for the three-months ended March 31, 2021 are as follows: Description Classification Exercise Price Expiration Date Warrants Issued Balance December 31, 2020 Warrants Cancelled/ Expired Balance March 31, 2021 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 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 1,975,934 1,404,648 - 1,404,648 The weighted average exercise price of the warrants is $15.97 and the weighted average remaining contractual life is approximately 1.2 years. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Changes and Error Corrections [Abstract] | |
Recent Accounting Pronouncements | 18. RECENT ACCOUNTING PRONOUNCEMENTS Recently Adopted Accounting Guidance 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 was effective for annual periods beginning after December 15, 2020. The Company adopted this pronouncement on January 1, 2021 and the impact was not material to the Company’s Consolidated Financial Statements. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | 19. SUBSEQUENT EVENTS Disposition of New Haven Laboratory On April 15, 2021 the Company closed the agreement to sell its New Haven, CT CLIA certified, CAP accredited laboratory to DiamiR Biosciences, Corp. (“DiamiR”). The agreement had been previously announced on March 17, 2021. Under the agreement, DiamiR will provide overflow lab testing in support of the Company’s molecular thyroid testing products which the Company conducts 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. The Company will receive 42,820 shares of DiamiR’s common stock in consideration as well as the services mentioned above. Amendments to Promissory Notes On May 10, 2021, (i) the Company and Ampersand amended the Ampersand Note to increase its principal amount to $4.5 million, (ii) the Company and 1315 Capital amended the 1315 Capital Note to increase its principal amount to $3.0 million and (iii) the Company and Ampersand amended the Security Agreement to include the new total principal amount of the Notes of $7.5 million. The maturity date and interest rate of the Notes remain June 30, 2021 and 8%, respectively and except with respect to their respective principal amounts, the terms of the Notes and the Security Agreement are otherwise unchanged. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Accounting Estimates | Accounting Estimates The preparation of condensed 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, revenue recognition, unrecognized tax benefits, and asset impairments involving other intangible assets. The Company periodically reviews these matters and reflects changes in estimates in earnings as appropriate. Actual results could materially differ from those estimates. |
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. Under Accounting Standards Codification 606, 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 affects net revenue in the period such variances become known. For our pharma services, project level activities, including study setup and project management, are satisfied over the life of the contract while performance-related obligations are satisfied at a point in time as the Company processes samples delivered by the customer. Revenues are recognized at a point in time when the test results or other deliverables are reported to the customer. |
Deferred Revenue | Deferred Revenue For our pharma services, project level fee revenue is recognized as deferred revenue and recorded at fair value. It represents payments received in advance of services rendered and is recognized ratably over the life of the contract. |
Financing and Payment | Financing and Payment For non-Medicare claims, our payment terms vary by payer category. Payment terms for direct-payers in our clinical services are typically thirty days and in our pharma services, up to sixty days. Commercial third-party-payers are required to respond to a claim within a time period established by their respective state regulations, generally between thirty to sixty days. However, payment for commercial third-party claims may be subject to a denial and appeal process, which could take up to two years in some instances where multiple appeals are submitted. The Company generally appeals all denials from commercial third-party payers. We bill Medicare directly for tests performed for Medicare patients and must accept Medicare’s fee schedule for the covered tests as payment in full. |
Costs to Obtain or Fulfill a Customer Contract | Costs to Obtain or Fulfill a Customer Contract Sales commissions are expensed in the period in which they have been earned. These costs are recorded in sales and marketing expense in the condensed consolidated statements of operations. |
Accounts Receivable | Accounts Receivable The Company’s accounts receivables represent unconditional rights to consideration and are generated using its clinical services 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. |
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 7, Leases |
Other Current Assets | Other Current Assets Other current assets consisted of the following as of March 31, 2021 and December 31, 2020: March 31, 2021 December 31, 2020 (unaudited) Lab supply inventory $ 2,227 $ 2,052 Prepaid expenses 560 625 Other 188 45 Total other current assets $ 2,975 $ 2,722 |
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 condensed 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. |
Basic and Diluted Net Loss Per Share | Basic and Diluted Net Loss per Share A reconciliation of the number of shares of common stock, par value $0.01 per share, used in the calculation of basic and diluted loss per share for the three-month periods ended March 31, 2021 and 2020 is as follows: Three Months Ended March 31, 2021 2020 (unaudited) Basic weighted average number of common shares 4,089 4,004 Potential dilutive effect of stock-based awards - - Diluted weighted average number of common shares 4,089 4,004 The Company’s Series B Preferred Stock, on an as converted basis of 7,833,334 shares for the three- months ended March 31, 2021, 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): Three Months Ended March 31, 2021 2020 (unaudited) Options 1,061 578 Restricted stock and restricted stock units (RSUs) 395 42 Warrants 1,405 1,420 2,861 2,040 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Other Current Assets | Other current assets consisted of the following as of March 31, 2021 and December 31, 2020: March 31, 2021 December 31, 2020 (unaudited) Lab supply inventory $ 2,227 $ 2,052 Prepaid expenses 560 625 Other 188 45 Total other current assets $ 2,975 $ 2,722 |
Schedule of Basic and Diluted Net Loss Per Share | A reconciliation of the number of shares of common stock, par value $0.01 per share, used in the calculation of basic and diluted loss per share for the three-month periods ended March 31, 2021 and 2020 is as follows: Three Months Ended March 31, 2021 2020 (unaudited) Basic weighted average number of common shares 4,089 4,004 Potential dilutive effect of stock-based awards - - Diluted weighted average number of common shares 4,089 4,004 |
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 for the three- months ended March 31, 2021, 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): Three Months Ended March 31, 2021 2020 (unaudited) Options 1,061 578 Restricted stock and restricted stock units (RSUs) 395 42 Warrants 1,405 1,420 2,861 2,040 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Identifiable Intangible Assets Carrying Value | The net carrying value of the identifiable intangible assets from all acquisitions as of March 31, 2021 and December 31, 2020 are as follows: As of March 31, 2021 As of December 31, 2020 Life Carrying Carrying (Years) Amount Amount (unaudited) Asuragen acquisition: Thyroid 9 $ 8,519 $ 8,519 RedPath acquisition: Pancreas test 7 16,141 16,141 Barrett’s test 9 6,682 6,682 BioPharma acquisition: Trademarks 10 1,600 1,600 Customer relationships 8 5,700 5,700 CLIA Lab 2.3 $ 609 $ 609 Total $ 39,251 $ 39,251 Accumulated Amortization $ (29,013 ) $ (27,900 ) Net Carrying Value $ 10,238 $ 11,351 |
Schedule of Future Estimated Amortization Expense | Estimated amortization expense for the next five years is as follows: 2021 2022 2023 2024 2025 $ 4,078 $ 2,155 $ 2,099 $ 873 $ 873 |
Schedule of Goodwill Carrying Value | The following table displays a roll forward of the carrying amount of goodwill from December 31, 2020 to March 31, 2021: Carrying Amount Balance as of December 31, 2020 $ 8,433 Adjustments - Balance as of March 31, 2021 $ 8,433 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
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 March 31, 2021 Fair Value Measurements Carrying Fair As of March 31, 2021 Amount Value Level 1 Level 2 Level 3 (unaudited) Liabilities: Contingent consideration: Asuragen (1) $ 2,175 $ 2,175 $ - $ - $ 2,175 Other long-term liabilities: Warrant liability (2) 62 62 - - 62 $ 2,237 $ 2,237 $ - $ - $ 2,237 13 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 (1)(2) Accrued Expenses and Long-Term Liabilities |
Schedule of Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | Certain of the Company’s non-financial assets, such as other intangible assets and goodwill, 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. Cancellation Adjustment of Obligation/ to Fair Value/ December 31, 2020 Payments Accretion Conversions Exercises Mark to Market March 31, 2021 (unaudited) Asuragen $ 2,216 $ (119 ) $ 135 $ - $ (57 ) $ 2,175 Underwriters Warrants 21 - - - 41 62 $ 2,237 $ (119 ) $ 135 $ - $ (16 ) $ 2,237 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
Schedule of Financing and Operating Leases | The table below presents the lease-related assets and liabilities recorded in the Condensed Consolidated Balance Sheet: Classification on the Balance Sheet March 31, 2021 (unaudited) Assets Financing lease assets Property and equipment, net $ 690 Operating lease assets Operating lease right of use assets 3,980 Total lease assets $ 4,670 Liabilities Current Financing lease liabilities Other accrued expenses $ 150 Operating lease liabilities Other accrued expenses 894 Total current lease liabilities $ 1,044 Noncurrent Financing lease liabilities Other long-term liabilities 112 Operating lease liabilities Operating lease liabilities, net of current portion 3,326 Total long-term lease liabilities 3,438 Total lease liabilities $ 4,482 |
Schedule of Maturities of Operating and Financing Lease Liabilities | The table below reconciles the cash flows to the lease liabilities recorded on the Company’s Condensed Consolidated Balance Sheet as of March 31, 2021: Operating Leases Financing Leases 2021 822 133 2022 1,028 78 2023 629 65 2024 390 - 2025-2030 2,327 - Total minimum lease payments 5,196 276 Less: amount of lease payments representing effects of discounting 976 14 Present value of future minimum lease payments 4,220 262 Less: current obligations under leases 894 150 Long-term lease obligations $ 3,326 $ 112 |
Schedule of Future Minimum Lease Payments Under Non-Cancelable Leases | As of March 31, 2021, 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 were as follows: Less than 1 to 3 3 to 5 After Total 1 Year Years Years 5 Years Operating lease obligations $ 5,196 $ 822 $ 1,657 $ 793 $ 1,924 Total $ 5,196 $ 822 $ 1,657 $ 793 $ 1,924 |
Accrued Expenses and Long-ter_2
Accrued Expenses and Long-term Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Other Accrued Expenses | Other accrued expenses consisted of the following as of March 31, 2021 and December 31, 2020: March 31, 2021 December 31, 2020 (unaudited) Accrued royalties $ 2,984 $ 2,710 Contingent consideration 437 398 Upfront Medicare payment 2,066 2,066 Operating lease liability 894 1,027 Financing lease liability 150 177 Deferred revenue 52 54 Accrued sales and marketing - diagnostics 75 51 Accrued lab costs - diagnostics 160 161 Accrued professional fees 538 854 Taxes payable 331 334 Unclaimed property 565 565 All others 1,170 1,398 Total other accrued expenses $ 9,422 $ 9,795 |
Schedule of Long Term Liabilities | Long-term liabilities consisted of the following as of March 31, 2021 and December 31, 2020: March 31, 2021 December 31, 2020 (unaudited) Warrant liability $ 62 $ 21 Uncertain tax positions 4,396 4,342 Deferred revenue 123 136 Other 111 138 Total other long-term liabilities $ 4,692 $ 4,637 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Fair Value Assumptions of Stock Options | The following table provides the weighted average assumptions used in determining the fair value of the stock option awards granted during the three-month periods ended March 31, 2021 and 2020. March 31, 2021 March 31, 2020 (unaudited) Risk-free interest rate 0.78 % 1.51 % Expected life 6.0 years 6.0 years Expected volatility 134.79 % 128.87 % Dividend yield - - |
Income Taxes (Tables)
Income Taxes (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate Reconciliation | The following table summarizes income tax expense on loss from continuing operations and the effective tax rate for three-month periods ended March 31, 2021 and 2020: Three Months Ended March 31, 2021 2020 (unaudited) Provision for income tax $ 15 $ 15 Effective income tax rate (0.4 %) (0.2 %) |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Discontinued Operations Amount Recognized in Balance Sheet | The components of liabilities classified as discontinued operations consist of the following as of March 31, 2021 and December 31, 2020: March 31, 2021 December 31, 2020 (unaudited) 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 condensed consolidated statements of operations for the three-months ended March 31, 2021 and 2020. Three Months Ended March 31, 2021 2020 (unaudited) Income from discontinued operations, before tax $ - $ - Income tax expense 54 65 Loss from discontinued operations, net of tax $ (54 ) $ (65 ) |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Supplemental Disclosure of Cash flow Information | Supplemental Disclosures of Non Cash Activities (in thousands) Three Months Ended March 31, 2021 2020 (unaudited) Investing Preferred Stock Deemed Dividend $ - $ 3,033 Financing Accrued financing costs $ 123 $ 314 |
Warrants (Tables)
Warrants (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Warrants and Rights Note Disclosure [Abstract] | |
Schedule of Warrants Outstanding and Warrants Activity | Warrants outstanding and warrant activity for the three-months ended March 31, 2021 are as follows: Description Classification Exercise Price Expiration Date Warrants Issued Balance December 31, 2020 Warrants Cancelled/ Expired Balance March 31, 2021 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 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 1,975,934 1,404,648 - 1,404,648 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||
Sep. 30, 2020 | Jan. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | May 10, 2021 | Jan. 07, 2021 | |
Cash and cash equivalents | $ 2,839 | $ 2,772 | |||||
Accounts receivable, net | 7,851 | 8,028 | |||||
Total current assets | 14,265 | 14,122 | |||||
Total current liabilities | 20,461 | 18,233 | |||||
Net loss | 4,207 | $ 6,494 | |||||
Net cash used in operating activities | 5,006 | 7,122 | |||||
Repayment of line of credit | $ 1,800 | ||||||
Centers for Medicare & Medicaid Services [Member] | |||||||
Utilization of advance payment against cash payments | $ 2,100 | ||||||
Secured Promissory Note [Member] | Ampersand 2018 Limited Partnership [Member] | |||||||
Debt instrument, face amount | $ 3,000 | ||||||
Secured Promissory Note [Member] | 1315 Capital [Member] | Series B [Member] | |||||||
Debt instrument, face amount | $ 2,000 | ||||||
Silicon Valley Bank [Member] | |||||||
Repayment of line of credit | $ 3,400 | ||||||
1315 Capital II, L.P. [Member] | |||||||
Sale of common stock | 20,000 | ||||||
Proceeds from sale of stock | $ 19,200 | ||||||
Subsequent Event [Member] | |||||||
Cash on hand | $ 6,400 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - $ / shares | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Common stock, par value | $ 0.01 | $ 0.01 |
Series B [Member] | ||
Number preferred stocks on converted basis | 7,833,334 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Other Current Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | ||
Lab supply inventory | $ 2,227 | $ 2,052 |
Prepaid expenses | 560 | 625 |
Other | 188 | 45 |
Total other current assets | $ 2,975 | $ 2,722 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Basic and Diluted Net Loss Per Share (Details) - shares | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Accounting Policies [Abstract] | ||
Basic weighted average number of common shares | 4,089,000 | 4,004,000 |
Potential dilutive effect of stock-based awards | ||
Diluted weighted average number of common shares | 4,089,000 | 4,004,000 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Schedule of Anti-dilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share | 2,861,000 | 2,040,000 |
Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share | 1,061,000 | 578,000 |
Restricted Stock Units (RSUs) [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share | 395,000 | 42,000 |
Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share | 1,405,000 | 1,420,000 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets (Details Narrative) - USD ($) $ in Thousands | Jul. 15, 2019 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 |
Goodwill | $ 8,433 | $ 8,433 | ||
Amortization expense | $ 1,100 | $ 1,100 | ||
BioPharma Acquisition [Member] | ||||
Intangible assets | $ 15,600 | |||
Goodwill | 8,300 | |||
Identifiable intangible assets | $ 7,300 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets - Schedule of Identifiable Intangible Assets Carrying Value (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Finite-lived Intangible Assets, Gross | $ 39,251 | $ 39,251 |
Finite-lived Intangible Assets, Accumulated Amortization | (29,013) | (27,900) |
Finite-lived Intangible Assets, Net Carrying Value | $ 10,238 | 11,351 |
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 | 6,682 |
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 Future Estimated Amortization Expense (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2021 | $ 4,078 |
2022 | 2,155 |
2023 | 2,099 |
2024 | 873 |
2025 | $ 873 |
Goodwill and Other Intangible_6
Goodwill and Other Intangible Assets - Schedule of Goodwill Carrying Value (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Balance Beginning | $ 8,433 |
Adjustments | |
Balance Ending | $ 8,433 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Financial Instrument Measured on Recurring Basis (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | |
Warrant liability | [1] | $ 62 | $ 21 |
Fair value of liabilities | 2,237 | 2,237 | |
Fair Value Measurements [Member] | |||
Warrant liability | [1] | 62 | 21 |
Fair value of liabilities | 2,237 | 2,237 | |
Level 1 [Member] | |||
Warrant liability | [1] | ||
Fair value of liabilities | |||
Level 2 [Member] | |||
Warrant liability | [1] | ||
Fair value of liabilities | |||
Level 3 [Member] | |||
Warrant liability | [1] | 62 | 21 |
Fair value of liabilities | 2,237 | 2,237 | |
Asuragen [Member] | |||
Contingent consideration | [1] | 2,175 | 2,216 |
Asuragen [Member] | Fair Value Measurements [Member] | |||
Contingent consideration | [1] | 2,175 | 2,216 |
Asuragen [Member] | Level 1 [Member] | |||
Contingent consideration | [1] | ||
Asuragen [Member] | Level 2 [Member] | |||
Contingent consideration | [1] | ||
Asuragen [Member] | Level 3 [Member] | |||
Contingent consideration | [1] | $ 2,175 | $ 2,216 |
[1] | See Note 9, Accrued Expenses and Long-Term Liabilities |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Beginning Balance | $ 2,237 |
Payments | (119) |
Accretion | 135 |
Cancellation of Obligation/Conversions Exercises | |
Adjustment to Fair Value/Mark to Market | (16) |
Ending Balance | 2,237 |
Underwriter Warrants [Member] | |
Beginning Balance | 21 |
Payments | |
Accretion | |
Cancellation of Obligation/Conversions Exercises | |
Adjustment to Fair Value/Mark to Market | 41 |
Ending Balance | 62 |
Asuragen [Member] | |
Beginning Balance | 2,216 |
Payments | (119) |
Accretion | 135 |
Cancellation of Obligation/Conversions Exercises | |
Adjustment to Fair Value/Mark to Market | (57) |
Ending Balance | $ 2,175 |
Leases (Details Narrative)
Leases (Details Narrative) | Mar. 31, 2021 |
Leases [Abstract] | |
Weighted average remaining lease term | 7 years 2 months 12 days |
Weighted average discount rate leases percentage | 6.00% |
Leases - Schedule of Financing
Leases - Schedule of Financing and Operating Leases (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
Financing lease assets | $ 690 | |
Operating lease assets, Right of use assets | 3,980 | $ 4,384 |
Total lease assets | 4,670 | |
Current financing lease liabilities | 150 | 177 |
Current operating lease liabilities | 894 | 1,027 |
Total current lease liabilities | 1,044 | |
Noncurrent financing lease liabilities | 112 | |
Noncurrent operating lease liabilities | 3,326 | $ 3,540 |
Total long-term lease liabilities | 3,438 | |
Total lease liabilities | $ 4,482 |
Leases - Schedule of Maturities
Leases - Schedule of Maturities of Operating and Financing Lease Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
2021 | $ 822 | |
2022 | 1,028 | |
2023 | 629 | |
2024 | 390 | |
2024-2030 | 2,327 | |
Total minimum lease payments | 5,196 | |
Less: amount of lease payments representing effects of discounting | 976 | |
Present value of future minimum lease payments | 4,220 | |
Less: current obligations under leases | 894 | $ 1,027 |
Long-term lease obligations | 3,326 | 3,540 |
2021 | 133 | |
2022 | 78 | |
2023 | 65 | |
2024 | ||
2024-2030 | ||
Total minimum lease payments | 276 | |
Less: amount of lease payments representing effects of discounting | 14 | |
Present value of future minimum lease payments | 262 | |
Less: current obligations under leases | 150 | $ 177 |
Long-term lease obligations | $ 112 |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Lease Payments Under Non-Cancelable Leases (Details) $ in Thousands | Mar. 31, 2021USD ($) |
Leases [Abstract] | |
Operating lease obligations, Total | $ 5,196 |
Operating lease obligations, Less than 1 Year | 822 |
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 |
Accrued Expenses and Long-ter_3
Accrued Expenses and Long-term Liabilities - Schedule of Other Accrued Expenses (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Accrued royalties | $ 2,984 | $ 2,710 |
Contingent consideration | 437 | 398 |
Upfront Medicare payment | 2,066 | 2,066 |
Operating lease liability | 894 | 1,027 |
Financing lease liability | 150 | 177 |
Deferred revenue | 52 | 54 |
Accrued sales and marketing - diagnostics | 75 | 51 |
Accrued lab costs - diagnostics | 160 | 161 |
Accrued professional fees | 538 | 854 |
Taxes payable | 331 | 334 |
Unclaimed property | 565 | 565 |
All others | 1,170 | 1,398 |
Total other accrued expenses | $ 9,422 | $ 9,795 |
Accrued Expenses and Long-ter_4
Accrued Expenses and Long-term Liabilities - Schedule of Long Term Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Warrant liability | $ 62 | $ 21 |
Uncertain tax positions | 4,396 | 4,342 |
Deferred revenue | 123 | 136 |
Other | 111 | 138 |
Total other long-term liabilities | $ 4,692 | $ 4,637 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Share-based compensation arrangements, options granted | 312,500 | |
Share-based compensation arrangements, options, grants in period, weighted average exercise price | $ 6 | |
Restricted stock units shares | 152,500 | |
Share price | $ 5 | |
Share-based compensation expense | $ 259 | $ 418 |
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, with expiration 10 years from the date they are granted, and generally vest over a one to three-year period for employees and members of the Board. |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Fair Value Assumptions of Stock Options (Details) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | ||
Risk-free interest rate | 0.78% | 1.51% |
Expected life | 6 years | 6 years |
Expected volatility | 134.79% | 128.87% |
Dividend yield | 0.00% | 0.00% |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Provision for income tax | $ 15 | $ 15 |
Effective tax rate | (0.40%) | (0.20%) |
Segment Information (Details Na
Segment Information (Details Narrative) | 3 Months Ended |
Mar. 31, 2021Segment | |
Segment Reporting [Abstract] | |
Number of segments | 1 |
Discontinued Operations - Sched
Discontinued Operations - Schedule of Discontinued Operations Amount Recognized in Balance Sheet (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
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 | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | ||
Income from discontinued operations, before tax | ||
Income tax expense | 54 | 65 |
Loss from discontinued operations, net of tax | $ (54) | $ (65) |
Notes Payable - Related Parti_2
Notes Payable - Related Parties (Details Narrative) $ in Thousands | Jan. 07, 2021USD ($)shares |
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; provided, that certain of such rights held by 1315 Capital have been delegated pursuant to the related Support Agreement (See Note 16).. 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, 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] | Series B Convertible Preferred Stock [Member] | |
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] | Series B Convertible Preferred Stock [Member] | |
Number of holds shares | 19,000 |
Number of convertible, common stock | 3,166,668 |
Fully diluted percentage of common stock | 26.70% |
Security Agreement [Member] | Ampersand 2018 Limited Partnership [Member] | |
Promissory note | $ | $ 3,000 |
Security Agreement [Member] | 1315 Capital [Member] | |
Promissory note | $ | $ 2,000 |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information - Schedule of Supplemental Disclosure of Cash flow Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Supplemental Cash Flow Elements [Abstract] | ||
Preferred Stock Deemed Dividend | $ 3,033 | |
Accrued financing costs | $ 123 | $ 314 |
Equity (Details Narrative)
Equity (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Jan. 15, 2020 | Jan. 10, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 |
Preferred stock aggregate value | $ 108 | $ 1 | |||
Preferred stock dividend percentage | 6.00% | ||||
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 | ||||
Series B [Member] | |||||
Preferred stock adjusted conversion | $ 6 | ||||
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 | ||||
Security Purchase and Exchange Agreement [Member] | Series B [Member] | |||||
Preferred stock aggregate value | $ 20,000 | ||||
Issuance price of preferred stock | 1,000 | ||||
Security Purchase and Exchange Agreement [Member] | Series B [Member] | 1315 Capital [Member] | |||||
Preferred stock aggregate value | $ 19,000 | ||||
Aggregate of shares issued | 19,000 | ||||
Security Purchase and Exchange Agreement [Member] | Series B [Member] | Ampersand 2018 Limited Partnership [Member] | |||||
Preferred stock aggregate value | $ 1,000 | ||||
Aggregate of shares issued | 1,000 |
Warrants (Details Narrative)
Warrants (Details Narrative) - Warrants [Member] | 3 Months Ended |
Mar. 31, 2021$ / shares | |
Weighted average exercise price | $ 15.97 |
Weighted average remaining contractual life | 1 year 2 months 12 days |
Warrants - Schedule of Warrants
Warrants - Schedule of Warrants Outstanding and Warrants Activity (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Warrants Issued | 1,975,934 | |
Warrants Cancelled/Expired | ||
Warrants | 1,404,648 | 1,404,648 |
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 |
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 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Subsequent Event [Member] - USD ($) $ in Thousands | May 10, 2021 | Apr. 15, 2021 |
Ampersand Note [Member] | ||
Debt instrument increase in note principle amount | $ 4,500 | |
Debt maturity date | Jun. 30, 2021 | |
Debt interest rate | 8.00% | |
1315 Capital Note [Member] | ||
Debt instrument increase in note principle amount | $ 3,000 | |
Debt maturity date | Jun. 30, 2021 | |
Debt interest rate | 8.00% | |
Security Agreement [Member] | ||
Debt instrument increase in note principle amount | $ 7,500 | |
Debt maturity date | Jun. 30, 2021 | |
Debt interest rate | 8.00% | |
DiamiR Biosciences, Corp. [Member] | ||
Disposal group description | Company closed the agreement to sell its New Haven, CT CLIA certified, CAP accredited laboratory to DiamiR Biosciences, Corp. ("DiamiR"). The agreement had been previously announced on March 17, 2021. Under the agreement, DiamiR will provide overflow lab testing in support of the Company's molecular thyroid testing products which the Company conducts 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. The Company will receive 42,820 shares of DiamiR's common stock in consideration as well as the services mentioned above. |