Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2022 | May 06, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-24249 | |
Entity Registrant Name | Interpace Biosciences, Inc. | |
Entity Central Index Key | 0001054102 | |
Entity Tax Identification Number | 22-2919486 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | Morris Corporate Center 1 | |
Entity Address, Address Line Two | Building C | |
Entity Address, Address Line Three | 300 Interpace Parkway | |
Entity Address, City or Town | Parsippany | |
Entity Address, State or Province | NJ | |
Entity Address, Postal Zip Code | 07054 | |
City Area Code | (855) | |
Local Phone Number | 776-6419 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 4,229,939 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 2,850 | $ 3,064 |
Restricted cash | 250 | 250 |
Accounts receivable, net of allowance for doubtful accounts of $72 and $72, respectively | 7,241 | 6,158 |
Other current assets | 2,777 | 2,694 |
Total current assets | 13,118 | 12,166 |
Property and equipment, net | 6,145 | 6,349 |
Other intangible assets, net | 6,751 | 7,287 |
Goodwill | 8,433 | 8,433 |
Operating lease right of use assets | 3,760 | 4,032 |
Other long-term assets | 151 | 160 |
Total assets | 38,358 | 38,427 |
Current liabilities: | ||
Accounts payable | 3,951 | 2,694 |
Accrued salary and bonus | 3,461 | 3,024 |
Other accrued expenses | 8,692 | 9,198 |
Current liabilities from discontinued operations | 766 | 766 |
Total current liabilities | 16,870 | 15,682 |
Contingent consideration | 1,345 | 1,383 |
Operating lease liabilities, net of current portion | 2,928 | 3,154 |
Line of credit | 2,500 | 1,500 |
Note payable at fair value | 7,835 | 7,942 |
Other long-term liabilities | 4,685 | 4,648 |
Total liabilities | 36,163 | 34,309 |
Commitments and contingencies (Note 8) | ||
Preferred stock, $.01 par value; 5,000,000 shares authorized, 47,000 shares Series B issued and outstanding | 46,536 | 46,536 |
Stockholders’ deficit: | ||
Common stock, $.01 par value; 100,000,000 shares authorized; 4,272,308 and 4,228,169 shares issued, respectively; 4,226,422 and 4,195,412 shares outstanding, respectively | 404 | 403 |
Additional paid-in capital | 186,489 | 186,106 |
Accumulated deficit | (229,306) | (227,059) |
Treasury stock, at cost (45,886 and 32,757 shares, respectively) | (1,928) | (1,868) |
Total stockholders’ deficit | (44,341) | (42,418) |
Total liabilities and stockholders’ deficit | (8,178) | (8,109) |
Total liabilities, preferred stock and stockholders’ deficit | $ 38,358 | $ 38,427 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Allowance for doubtful accounts | $ 72 | $ 72 |
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 | 4,272,308 | 4,228,169 |
Common stock, shares outstanding | 4,226,422 | 4,195,412 |
Treasury stock, shares | 45,886 | 32,757 |
Series B Preferred Stock [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 - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Statement [Abstract] | ||
Revenue, net | $ 10,377 | $ 9,833 |
Cost of revenue (excluding amortization of $536 and $1,112, respectively) | 5,384 | 5,316 |
Gross profit | 4,993 | 4,517 |
Operating expenses: | ||
Sales and marketing | 2,416 | 2,351 |
Research and development | 299 | 637 |
General and administrative | 3,690 | 2,979 |
Transition expense | 85 | 1,253 |
Acquisition related amortization expense | 536 | 1,112 |
Total operating expenses | 7,026 | 8,332 |
Operating loss | (2,033) | (3,815) |
Interest accretion expense | (121) | (135) |
Related party interest | (92) | |
Note payable interest | (180) | |
Other income (expense), net | 159 | (96) |
Loss from continuing operations before tax | (2,175) | (4,138) |
Provision for income taxes | 18 | 15 |
Loss from continuing operations | (2,193) | (4,153) |
Loss from discontinued operations, net of tax | (54) | (54) |
Net loss | $ (2,247) | $ (4,207) |
Basic and diluted loss per share of common stock: | ||
From continuing operations | $ (0.52) | $ (1.02) |
From discontinued operations | (0.01) | (0.01) |
Net loss per basic and diluted share of common stock | $ (0.53) | $ (1.03) |
Weighted average number of common shares and common share equivalents outstanding: | ||
Basic | 4,208 | 4,089 |
Diluted | 4,208 | 4,089 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Statement [Abstract] | ||
Amortization | $ 536 | $ 1,112 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Deficit (Unaudited) - USD ($) shares in Thousands, $ in Thousands | Common Stock [Member] | Treasury Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Parent [Member] |
Beginning balance at Dec. 31, 2020 | $ 402 | $ (1,773) | $ 184,404 | $ (212,116) | |
Balance, shares at Dec. 31, 2020 | 4,075 | 20 | |||
Common stock issued | 108 | ||||
Common stock issued, shares | 9 | ||||
Restricted stock issued | |||||
Restricted stock issued, shares | 12 | ||||
Common stock issued through ESPP | |||||
Common stock issued through ESPP, shares | 36 | ||||
Treasury stock purchased | |||||
Treasury stock purchased, shares | |||||
Stock-based compensation expense | 286 | ||||
Net loss | (4,207) | ||||
Ending balance at Mar. 31, 2021 | $ 402 | $ (1,773) | 184,798 | (216,323) | (32,896) |
Balance,shares at Mar. 31, 2021 | 4,132 | 20 | |||
Beginning balance at Dec. 31, 2021 | $ 403 | $ (1,868) | 186,106 | (227,059) | |
Balance, shares at Dec. 31, 2021 | 4,228 | 33 | |||
Common stock issued | $ 1 | 58 | |||
Common stock issued, shares | 35 | ||||
Restricted stock issued | |||||
Restricted stock issued, shares | |||||
Common stock issued through ESPP | |||||
Common stock issued through ESPP, shares | 9 | ||||
Treasury stock purchased | $ (60) | ||||
Treasury stock purchased, shares | 13 | ||||
Stock-based compensation expense | 325 | ||||
Net loss | (2,247) | ||||
Ending balance at Mar. 31, 2022 | $ 404 | $ (1,928) | $ 186,489 | $ (229,306) | $ (44,341) |
Balance,shares at Mar. 31, 2022 | 4,272 | 46 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash Flows From Operating Activities | ||
Net loss | $ (2,247) | $ (4,207) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 781 | 1,532 |
Interest accretion expense | 121 | 135 |
Bad debt (recovery) expense | (140) | |
Mark to market on warrants | (63) | 41 |
Amortization of deferred financing fees | 10 | |
Amortization of loan costs | 52 | |
Interest - note payable | 92 | |
Stock-based compensation | 302 | 259 |
ESPP expense | 23 | 27 |
Change in fair value of note payable | (107) | |
Change in fair value of contingent consideration | (57) | |
Other gains and expenses, net | (3) | |
Changes in operating assets and liabilities: | ||
(Increase) decrease in accounts receivable | (1,083) | 317 |
Increase in other current assets | (83) | (253) |
Increase in other long-term assets | (1) | |
Increase (decrease) in accounts payable | 1,235 | (1,534) |
Increase (decrease) in accrued salaries and bonus | 377 | (988) |
Decrease in accrued liabilities | (556) | (293) |
Increase in long-term liabilities | 37 | 14 |
Net cash used in operating activities | (1,254) | (5,006) |
Cash Flows From Investing Activity | ||
Purchase of property and equipment | (19) | |
Sale of property and equipment | 39 | |
Net cash (used in) provided by investing activities | (19) | 39 |
Cash Flows From Financing Activities | ||
Issuance of common stock, net of expenses | 59 | 108 |
Loan proceeds - related parties | 5,000 | |
Financing fees - related party | (74) | |
Borrowings on line of credit | 1,000 | |
Net cash provided by financing activities | 1,059 | 5,034 |
Net (decrease) increase in cash, cash equivalents and restricted cash | (214) | 67 |
Cash, cash equivalents and restricted cash – beginning | 3,314 | 3,372 |
Cash, cash equivalents and restricted cash – ending | $ 3,100 | $ 3,439 |
OVERVIEW
OVERVIEW | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
OVERVIEW | INTERPACE BIOSCIENCES, INC. (Tabular information in thousands, except per share amounts) 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 COVID-19 pandemic, together with related precautionary measures, continues to impact portions of the regions in which we operate. These regions are attempting to address the COVID-19 pandemic in varying ways, including stay-at-home orders, temporarily closing businesses, restricting gatherings, restricting travel, and mandating social distancing and face coverings. The level and nature of the disruption caused by COVID-19 is unpredictable, may be cyclical and long-lasting and may vary from location to location. 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. We continue to monitor the COVID-19 pandemic and the guidance that is being provided by relevant federal, state and local public health authorities and may take additional actions based upon their recommendations. It is possible that we may have to make adjustments to our operating plans in reaction to developments that are beyond our control. Lab closures experienced thus far by the Company have consisted of periodic, temporary work stoppages to clean and disinfect the labs. However, this could change in the future based upon conditions caused by the pandemic. Inflation and supply chain disruptions, whether caused by restrictions or slowdowns in shipping or logistics, increases in demand for certain goods used in our operations, or otherwise, could impact our operations in the near term. For the foreseeable future, however, we do not anticipate supply chain shortages of critical supplies. We have contingency plans in place and will continue to monitor and update them in order to mitigate pandemic-related, adverse financial impacts upon our business. Transition costs Transition expenses are primarily related to the Rutherford, New Jersey lab closing and subsequent move to Morrisville, North Carolina, which was completed during the first half of Fiscal 2021, as well as other cost-saving initiatives consisting primarily of reductions in headcount and the implementation of a new laboratory information system. To optimize the operations of laboratory operations within our pharma services, we transitioned activities from the Rutherford facility to our Morrisville facility. The transition included the transfer of personnel, expansion of the Morrisville facility and validation of transferred processes. |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 3 Months Ended |
Mar. 31, 2022 | |
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, 2021, as filed with the Securities & Exchange Commission (“SEC”) on March 31, 2022 and as amended on April 29, 2022. 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, 2022 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2022. |
GOING CONCERN
GOING CONCERN | 3 Months Ended |
Mar. 31, 2022 | |
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. For the three months ended March 31, 2022, we had an operating loss of $ 2.0 million. As of March 31, 2022, we had cash, cash equivalents and restricted cash of $ 3.1 million, total current assets of $ 13.1 million and current liabilities of $ 16.9 million. As of May 6, 2022, we had approximately $ 3.7 In January 2022, the Company announced that the Centers for Medicare & Medicaid Services, or CMS, issued a new billing policy whereby CMS will no longer reimburse for the use of the Company’s ThyGeNEXT ® ® ® ® On January 7, 2021, the Company entered into secured promissory notes in the amount of $ 3 2 Notes Payable 4.5 3.0 On September 29, 2021, the Company and Ampersand amended the Ampersand Note to change its maturity date to the earlier of (a) October 31, 2021 and (b) the date on which all amounts become due upon the occurrence of any event of default as defined in the Ampersand Note. On September 29, 2021, the Company and 1315 Capital amended the 1315 Capital Note to change its maturity date in a similar manner. In October 2021, the Company entered into a $ 7.5 million revolving credit facility with Comerica. See Note 18, Revolving Line of Credit 8.0 million BroadOak Term Loan, the proceeds of which were used to repay in full at their maturity the notes extended by Ampersand and 1315 Capital discussed above. See Note 14, Notes Payable, 2.0 Subsequent Events Although the Company is targeting to achieve Adjusted EBITDA and cash flow breakeven during Fiscal 2022, we may not generate positive cash flows from operations for the year ending December 31, 2022. We intend to meet our ongoing capital needs by using our available cash and availability under the Comerica Loan Agreement, as well as through revenue growth and margin improvement; collection of accounts receivable; containment of costs; and the potential use of other financing options. However, if we are unable to meet the financial covenants under the Comerica Loan Agreement, the revolving line of credit and notes payable will become due and payable immediately. In January 2022, the Company’s registration statement for a rights offering filed with the Securities and Exchange Commission (SEC) became effective; however, the rights offering was subsequently terminated in January 2022. The Company is currently exploring various dilutive and non-dilutive sources of funding, including equity and debt financings, strategic alliances, business development and other sources in order to provide additional liquidity and expand the business through acquisitions or other strategic transactions. With the Company’s delisting from Nasdaq in February 2021, its ability to raise additional capital on terms acceptable to the Company has been adversely impacted. There can be no assurance that the Company will be successful in obtaining such funding on terms acceptable to the Company. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
FAIR VALUE MEASUREMENTS | 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 net realizable value (“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. 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 receivable 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, 2022 and December 31, 2021: SCHEDULE OF OTHER CURRENT ASSETS March 31, 2022 December 31, 2021 (unaudited) Lab supply inventory $ 2,059 $ 1,786 Prepaid expenses 610 800 Other 108 108 Total other current assets $ 2,777 $ 2,694 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 SCHEDULE OF BASIC AND DILUTED NET LOSS PER SHARE 2022 2021 Three Months Ended March 31, 2022 2021 (unaudited) Basic weighted average number of common shares 4,208 4,089 Potential dilutive effect of stock-based awards - - Diluted weighted average number of common shares 4,208 4,089 The Company’s Series B Preferred Stock, on an as converted basis into common stock of 7,833,334 SCHEDULE OF ANTI-DILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE Three Months Ended March 31, 2022 2021 (unaudited) Options 641 1,061 Restricted stock units (RSUs) 319 395 Warrants 1,339 1,405 2,299 2,861 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 8.3 7.3 8.4 SCHEDULE OF IDENTIFIABLE INTANGIBLE ASSETS CARRYING VALUE (Years) Amount Amount As of As of 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 (32,500 ) (31,964 ) Net Carrying Value $ 6,751 $ 7,287 Amortization expense was approximately $ 0.5 1.1 SCHEDULE OF FUTURE ESTIMATED AMORTIZATION EXPENSE 2022 2023 2024 2025 2026 $ 1,607 $ 1,734 $ 873 $ 873 $ 873 The following table displays a roll forward of the carrying amount of goodwill from December 31, 2021 to March 31, 2022: SCHEDULE OF GOODWILL CARRYING VALUE Carrying Amount Balance as of December 31, 2021 $ 8,433 Adjustments - Balance as of March 31, 2022 $ 8,433 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, warrant liability and note payable. 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: SCHEDULE OF FINANCIAL INSTRUMENT MEASURED ON RECURRING BASIS Amount Value Level 1 Level 2 Level 3 As of March 31, 2022 Fair Value Measurements Carrying Fair As of March 31, 2022 Amount Value Level 1 Level 2 Level 3 (unaudited) Liabilities: Contingent consideration: Asuragen (1) $ 1,833 $ 1,833 $ - $ - $ 1,833 Asuragen (1)(2) $ 1,833 $ 1,833 $ - $ - $ 1,833 Other accrued expenses: Warrant liability (2) 8 8 - - 8 Warrant liability (1)(2) 8 8 - - 8 Note payable: BroadOak loan 7,835 7,835 - - 7,835 Fair value of liabilities $ 9,676 $ 9,676 $ - $ - $ 9,676 Amount Value Level 1 Level 2 Level 3 As of December 31, 2021 Fair Value Measurements Carrying Fair As of December 31, 2021 Amount Value Level 1 Level 2 Level 3 Liabilities: Contingent consideration: Asuragen (1) $ 1,871 $ 1,871 $ - $ - $ 1,871 Contingent consideration (1)(2) $ 1,871 $ 1,871 $ - $ - $ 1,871 Other accrued expenses: Warrant liability (2) 71 71 - - 71 Warrant liability (1)(2) 71 71 - - 71 Note payable: BroadOak loan 7,942 7,942 - - 7,942 Notes payable 7,942 7,942 - - 7,942 Fair value of liabilities $ 9,884 $ 9,884 $ - $ - $ 9,884 (1)(2) See Note 9, 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. In connection with the BroadOak loan, the Company records the loan at fair value. The fair value of the loan is determined by a probability-weighted approach regarding the loan’s change in control feature. See Note 14, Notes Payable A roll forward of the carrying value of the Contingent Consideration Liability, 2017 Underwriters’ Warrants and BroadOak Loan to March 31, 2022 is as follows: SCHEDULE OF FAIR VALUE, ASSETS MEASURED ON RECURRING BASIS, UNOBSERVABLE INPUT RECONCILIATION Adjustment Accretion/ to Fair Value/ December 31, 2021 Earned Interest Accrued Mark to Market March 31, 2022 (unaudited) Asuragen $ 1,871 $ (159 ) $ 121 $ - $ 1,833 Underwriters Warrants 71 - - (63 ) 8 BroadOak Loan 7,942 - - (107 ) 7,835 $ 9,884 $ (159 ) $ 121 $ (170 ) $ 9,676 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. |
LEASES
LEASES | 3 Months Ended |
Mar. 31, 2022 | |
Leases | |
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: SCHEDULE OF FINANCING AND OPERATING LEASES Classification on the Balance Sheet March 31, 2022 (unaudited) Assets Financing lease assets Property and equipment, net $ 620 Operating lease assets Operating lease right of use assets 3,760 Total lease assets $ 4,380 Liabilities Current Financing lease liabilities Other accrued expenses $ 70 Operating lease liabilities Other accrued expenses 999 Total current lease liabilities $ 1,069 Noncurrent Financing lease liabilities Other long-term liabilities 41 Operating lease liabilities Operating lease liabilities, net of current portion 2,928 Total long-term lease liabilities 2,969 Total lease liabilities $ 4,038 The weighted average remaining lease term for the Company’s operating leases was 6.3 6.5 The table below reconciles the cash flows to the lease liabilities recorded on the Company’s Condensed Consolidated Balance Sheet as of March 31, 2022: SCHEDULE OF MATURITIES OF OPERATING AND FINANCING LEASE LIABILITIES Operating Leases Financing Leases 2022 $ 961 $ 58 2023 897 60 2024 567 - 2025 402 - 2026-2030 1,924 Total minimum lease payments 4,751 118 Less: amount of lease payments representing effects of discounting 824 7 Present value of future minimum lease payments 3,927 111 Less: current obligations under leases 999 70 Long-term lease obligations $ 2,928 $ 41 As of March 31, 2022, 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: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER NON-CANCELABLE LEASES Less than 1 to 3 3 to 5 After Total 1 Year Years Years 5 Years Operating lease obligations $ 4,751 $ 961 $ 1,464 $ 816 $ 1,510 Total $ 4,751 $ 961 $ 1,464 $ 816 $ 1,510 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2022 | |
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, 2022 | |
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, 2022 and December 31, 2021: SCHEDULE OF OTHER ACCRUED EXPENSES March 31, 2022 December 31, 2021 (unaudited) Accrued royalties $ 4,116 $ 3,890 Contingent consideration 488 488 Operating lease liability 999 1,041 Financing lease liability 70 79 Deferred revenue 31 40 Interest payable 62 120 Warrant liability 8 71 Accrued sales and marketing - diagnostics 63 47 Accrued lab costs - diagnostics 185 228 Accrued professional fees 707 932 Taxes payable 269 245 Unclaimed property 565 565 All others 1,129 1,452 Total other accrued expenses $ 8,692 $ 9,198 Long-term liabilities consisted of the following as of March 31, 2022 and December 31, 2021: SCHEDULE OF LONG TERM LIABILITIES March 31, 2022 December 31, 2021 (unaudited) Uncertain tax positions $ 4,631 $ 4,577 Deferred revenue 13 13 Other 41 58 Total other long-term liabilities $ 4,685 $ 4,648 |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 3 Months Ended |
Mar. 31, 2022 | |
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, 2022 and 2021. SCHEDULE OF STOCK OPTIONS, VALUATION ASSUMPTIONS March 31, 2022 March 31, 2021 (unaudited) Risk-free interest rate 1.76 % 0.78 % Expected life 6.0 6.0 Expected volatility 129.93 % 134.79 % Dividend yield - - During March 2021, the Company granted 312,500 6.00 152,500 5.00 0.3 0.3 SCHEDULE OF SHARE-BASED COMPENSATION ARRANGEMENTS BY SHARE-BASED PAYMENT AWARD Three Months Ended March 31, 2022 2021 (unaudited) Cost of revenue $ 27 $ 48 Sales and marketing 44 47 Research and development - 35 General and administrative* 254 156 Total stock compensation expense $ 325 $ 286 * Includes ESPP expense |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2022 | |
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 the three-month periods ended March 31, 2022 and 2021: SCHEDULE OF EFFECTIVE INCOME TAX RATE 2022 2021 Three Months Ended March 31, 2022 2021 (unaudited) Provision for income tax $ 18 $ 15 Effective income tax rate (0.8 %) (0.4 %) Income tax expense for both the three-month periods ended March 31, 2022 and 2021 was primarily due to minimum state and local taxes. |
SEGMENT INFORMATION
SEGMENT INFORMATION | 3 Months Ended |
Mar. 31, 2022 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | 12. SEGMENT INFORMATION We operate under one |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 3 Months Ended |
Mar. 31, 2022 | |
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, 2022 and December 31, 2021: SCHEDULE OF DISCONTINUED OPERATIONS March 31, 2022 December 31, 2021 (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’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, 2022 and 2021. 2022 2021 Three Months Ended March 31, 2022 2021 (unaudited) Income from discontinued operations, before tax $ - $ - Income tax expense 54 54 Loss from discontinued operations, net of tax $ (54 ) $ (54 ) |
NOTES PAYABLE
NOTES PAYABLE | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | 14. NOTES PAYABLE BroadOak Loan On October 29, 2021, the Company and its subsidiaries entered into a Loan and Security Agreement (the “BroadOak Loan Agreement”) with BroadOak, providing for a term loan in the aggregate principal amount of $ 8,000,000 October 31, 2024 9 7,500,000 The Term Loan had an origination fee of 3 The BroadOak Loan Agreement contains affirmative and negative restrictive covenants that are applicable from and after the date of the Term Loan advance. These restrictive covenants, which include restrictions on certain mergers, acquisitions, investments, encumbrances, etc., could adversely affect our ability to conduct our business. The BroadOak Loan Agreement also contains customary events of default. In connection with the BroadOak Loan Agreement, the Company and its subsidiaries entered into that certain First Amendment to Loan and Security Agreement and Consent with Comerica, dated as of November 1, 2021 (the “Comerica Amendment”), pursuant to which Comerica consented to the Company’s and its subsidiaries’ entry into the BroadOak Loan Agreement, and amended that certain Loan and Security Agreement among Comerica, the Company and its subsidiaries (the “Comerica Loan Agreement”) to, among other things, permit the indebtedness, liens and encumbrances contemplated by the BroadOak Loan Agreement. As a condition for BroadOak to extend the Term Loan to the Company and its subsidiaries, the Company’s existing creditor, Comerica, and BroadOak entered into that certain Subordination and Intercreditor Agreement, dated as of November 1, 2021, pursuant to which BroadOak agreed to subordinate all of the indebtedness and obligations of the Company and its subsidiaries owing to BroadOak to all of the indebtedness and obligations of the Company and its subsidiaries owing to Comerica (the “Intercreditor Agreement”). BroadOak further agreed to subordinate all of its respective security interests in assets or property of the Company and its subsidiaries to Comerica’s security interests in such assets or property. The Intercreditor Agreement provides that it is solely for the benefit of BroadOak and Comerica and is not for the benefit of the Company or any of its subsidiaries. The Company concluded that the Note met the definition of a “recognized financial liability” which is an acceptable financial instrument eligible for the fair value option under ASC 825-10-15-4, and did not meet the definition of any of the financial instruments listed within ASC 825-10-15-5 that are not eligible for the fair value option. The Note is not convertible and does not have any component recorded to shareholders’ equity. Accordingly, the Company elected the fair value option for the Note. Related Party Secured Promissory Note On January 7, 2021, the Company entered into secured promissory notes in the amount of $ 3 2 4.5 3.0 On September 29, 2021, the Company and Ampersand amended the Ampersand Note to change its maturity date to the earlier of (a) October 31, 2021 and (b) the date on which all amounts become due upon the occurrence of any event of default as defined in the Ampersand Note. On September 29, 2021, the Company and 1315 Capital amended the 1315 Capital Note to change its maturity date in a similar manner. The Company used the proceeds of the BroadOak Term Loan discussed above to repay in full at their maturity all outstanding indebtedness under the promissory notes with Ampersand, dated January 7, 2021 and as last amended on September 29, 2021, in the amount of $ 4.5 3 |
SUPPLEMENTAL CASH FLOW INFORMAT
SUPPLEMENTAL CASH FLOW INFORMATION | 3 Months Ended |
Mar. 31, 2022 | |
Supplemental Cash Flow Elements [Abstract] | |
SUPPLEMENTAL CASH FLOW INFORMATION | 15. SUPPLEMENTAL CASH FLOW INFORMATION Supplemental Disclosures of Non Cash Activities (in thousands) SUPPLEMENTAL CASH FLOW INFORMATION 2022 2021 Three Months Ended March 31, 2022 2021 Operating Taxes accrued for repurchase of restricted shares $ 60 $ - Investing Accrued capital expenditures $ 22 $ - Financing Accrued financing costs $ - $ 123 |
EQUITY
EQUITY | 3 Months Ended |
Mar. 31, 2022 | |
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 1,000 19,000 19.0 1,000 1.0 In addition, the Company agreed to exchange $ 27.0 0.01 270 100,000 27,000 6.00 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. During October 2021, Ampersand and 1315 Capital provided consent to the Company to enter into the Comerica Loan Agreement and the BroadOak Term Loan. As of March 31, 2022 and December 31, 2021, there were 47,000 |
WARRANTS
WARRANTS | 3 Months Ended |
Mar. 31, 2022 | |
Warrants | |
WARRANTS | 17. WARRANTS Warrants outstanding and warrant activity for the three-months ended March 31, 2022 are as follows: SCHEDULE OF WARRANTS OUTSTANDING AND WARRANTS ACTIVITY Description Classification Exercise Price Expiration Date Warrants Issued Balance December 31, 2021 Warrants Cancelled/ Expired Balance March 31, 2022 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 (65,434 ) 1,339,214 The weighted average exercise price of the warrants is $ 16.30 0.2 |
REVOLVING LINE OF CREDIT
REVOLVING LINE OF CREDIT | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
REVOLVING LINE OF CREDIT | 18. REVOLVING LINE OF CREDIT On October 13, 2021, the Company and its subsidiaries entered into a Loan and Security Agreement (the “Comerica Loan Agreement”) with Comerica Bank (“Comerica”), providing for a revolving credit facility of up to $ 7,500,000 The amount that may be borrowed under the Credit Facility is the lower of (i) the revolving limit of $ 7,500,000 80 2,000,000 250,000 5,000,000 300,000 0.50 2.5 0.25 The Credit Facility matures on September 30, 2023, and is secured by a first priority lien on substantially all of the assets of the Company and its subsidiaries. As of March 31, 2022, the balance of the revolving line was $ 2.5 The Comerica Loan Agreement contains affirmative and negative restrictive covenants that are applicable whether or not any amounts are outstanding under the Comerica Loan Agreement. These restrictive covenants, which include restrictions on certain mergers, acquisitions, investments, encumbrances, etc., could adversely affect our ability to conduct our business. The Comerica Loan Agreement also contains financial covenants requiring specified minimum liquidity and minimum revenue thresholds and also contains customary events of default. In April 2022, Comerica waived certain covenants specifically relating to the Company receiving financial statements with a going concern comment or qualification, and failure to maintain bank accounts outside of Comerica in an aggregate amount not to exceed $ 0.5 As a condition for Comerica to extend the Credit Facility to the Company and its subsidiaries, the Company’s existing creditors, Ampersand and 1315 Capital (the “Existing Creditors”), entered into that certain Subordination Agreement, dated as of October 13, 2021, pursuant to which each Existing Creditor agreed to subordinate all of the indebtedness and obligations of the Company and its subsidiaries owing to such Existing Creditor to all of the indebtedness and obligations of the Company and its subsidiaries owing to Comerica (the “Subordination Agreement”). Each Existing Creditor further agreed to subordinate all of its respective security interests in assets or property of the Company and its subsidiaries to Comerica’s security interests in such assets or property. The Subordination Agreement provides that it is solely for the benefit of Comerica and each of the Existing Creditors and is not for the benefit of the Company or any of its subsidiaries. |
RECENT ACCOUNTING STANDARDS
RECENT ACCOUNTING STANDARDS | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Changes and Error Corrections [Abstract] | |
RECENT ACCOUNTING STANDARDS | 19. RECENT ACCOUNTING STANDARDS Accounting Pronouncements Pending Adoption In February 2020, the FASB issued ASU 2020-02, Financial Instruments-Credit Losses (Topic 326) and Leases (Topic 842) - Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 119 and Update to SEC Section on Effective Date Related to Accounting Standards Update No. 2016-02, Leases (Topic 842) which amends the effective date of the original pronouncement for smaller reporting companies. ASU 2016-13 and its amendments will be effective for the Company for interim and annual periods in fiscal years beginning after December 15, 2022. The Company believes the adoption will modify the way the Company analyzes financial instruments, but it does not anticipate a material impact on results of operations. The Company is in the process of determining the effects adoption will have on its consolidated financial statements. In August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815 – 40), (“ASU 2020-06”). ASU 2020-06 simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. The ASU2020-06 amendments are effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company does not expect this will have any impact on its consolidated financial statements. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 20. SUBSEQUENT EVENTS BroadOak Convertible Note On May 5, 2022, the Company issued a Subordinated Convertible Promissory Note (the “Convertible Note”) to BroadOak, pursuant to which BroadOak funded a term loan in the aggregate principal amount of $ 2 The Convertible Note will be converted into shares of common stock of the Company in connection with, and upon the consummation of, a private placement transaction pursuant to which the Company will issue common stock to certain investors, and such conversion will be subject to the same terms and conditions (including purchase price per share) applicable to the purchase of common stock of the Company by such investors. If such private placement transaction is not consummated on or prior to August 5, 2022 (the “Maturity Date”), then the Convertible Note will be converted into an additional term loan advance under the Company’s existing BroadOak Loan Agreement on the Maturity Date and will thereafter be subject to the terms of the definitive financing agreements for the BroadOak Loan Agreement until repaid in accordance with the terms thereof. The Convertible Debt bears interest at a fixed rate of interest equal to 9.0% In connection with the issuance of the Convertible Note, on May 5, 2022, the Company and its subsidiaries entered into a) a consent letter (the “Comerica Consent”) with Comerica, pursuant to which Comerica consented to the issuance of the Convertible Note, the incurrence of the Convertible Debt and the conversion of the Convertible Debt into common stock of the Company or an additional term loan advance under the BroadOak Loan Agreement in accordance with the terms of the Convertible Note, and b) a First Amendment to Loan and Security Agreement and Consent (the “BroadOak Amendment”) with BroadOak, pursuant to which, among other things, BroadOak consented to the issuance of the Convertible Note, the incurrence of the Convertible Debt and the conversion of the Convertible Debt into common stock of the Company or an additional term loan advance under the BroadOak Loan Agreement in accordance with the terms of the Convertible Note. The Convertible Debt is subordinated in right of payment to all of the indebtedness and obligations of the Company owing to Comerica under the Company’s existing senior secured credit facility with Comerica. In connection with the issuance of the Convertible Note, on May 5, 2022, the Company, BroadOak and Comerica entered into a First Amendment to Subordination and Intercreditor Agreement (the “Intercreditor Amendment”), pursuant to which, among other things, BroadOak agreed that the Convertible Debt is subordinated to all of the indebtedness and obligations of the Company owing to Comerica on the same terms and conditions applicable to the indebtedness and obligations of the Company under the BroadOak Loan Agreement. |
FAIR VALUE MEASUREMENTS (Polici
FAIR VALUE MEASUREMENTS (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
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 net realizable value (“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. |
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 receivable 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, 2022 and December 31, 2021: SCHEDULE OF OTHER CURRENT ASSETS March 31, 2022 December 31, 2021 (unaudited) Lab supply inventory $ 2,059 $ 1,786 Prepaid expenses 610 800 Other 108 108 Total other current assets $ 2,777 $ 2,694 |
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 SCHEDULE OF BASIC AND DILUTED NET LOSS PER SHARE 2022 2021 Three Months Ended March 31, 2022 2021 (unaudited) Basic weighted average number of common shares 4,208 4,089 Potential dilutive effect of stock-based awards - - Diluted weighted average number of common shares 4,208 4,089 The Company’s Series B Preferred Stock, on an as converted basis into common stock of 7,833,334 SCHEDULE OF ANTI-DILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE Three Months Ended March 31, 2022 2021 (unaudited) Options 641 1,061 Restricted stock units (RSUs) 319 395 Warrants 1,339 1,405 2,299 2,861 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 8.3 7.3 8.4 SCHEDULE OF IDENTIFIABLE INTANGIBLE ASSETS CARRYING VALUE (Years) Amount Amount As of As of 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 (32,500 ) (31,964 ) Net Carrying Value $ 6,751 $ 7,287 Amortization expense was approximately $ 0.5 1.1 SCHEDULE OF FUTURE ESTIMATED AMORTIZATION EXPENSE 2022 2023 2024 2025 2026 $ 1,607 $ 1,734 $ 873 $ 873 $ 873 The following table displays a roll forward of the carrying amount of goodwill from December 31, 2021 to March 31, 2022: SCHEDULE OF GOODWILL CARRYING VALUE Carrying Amount Balance as of December 31, 2021 $ 8,433 Adjustments - Balance as of March 31, 2022 $ 8,433 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, warrant liability and note payable. 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: SCHEDULE OF FINANCIAL INSTRUMENT MEASURED ON RECURRING BASIS Amount Value Level 1 Level 2 Level 3 As of March 31, 2022 Fair Value Measurements Carrying Fair As of March 31, 2022 Amount Value Level 1 Level 2 Level 3 (unaudited) Liabilities: Contingent consideration: Asuragen (1) $ 1,833 $ 1,833 $ - $ - $ 1,833 Asuragen (1)(2) $ 1,833 $ 1,833 $ - $ - $ 1,833 Other accrued expenses: Warrant liability (2) 8 8 - - 8 Warrant liability (1)(2) 8 8 - - 8 Note payable: BroadOak loan 7,835 7,835 - - 7,835 Fair value of liabilities $ 9,676 $ 9,676 $ - $ - $ 9,676 Amount Value Level 1 Level 2 Level 3 As of December 31, 2021 Fair Value Measurements Carrying Fair As of December 31, 2021 Amount Value Level 1 Level 2 Level 3 Liabilities: Contingent consideration: Asuragen (1) $ 1,871 $ 1,871 $ - $ - $ 1,871 Contingent consideration (1)(2) $ 1,871 $ 1,871 $ - $ - $ 1,871 Other accrued expenses: Warrant liability (2) 71 71 - - 71 Warrant liability (1)(2) 71 71 - - 71 Note payable: BroadOak loan 7,942 7,942 - - 7,942 Notes payable 7,942 7,942 - - 7,942 Fair value of liabilities $ 9,884 $ 9,884 $ - $ - $ 9,884 (1)(2) See Note 9, 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. In connection with the BroadOak loan, the Company records the loan at fair value. The fair value of the loan is determined by a probability-weighted approach regarding the loan’s change in control feature. See Note 14, Notes Payable A roll forward of the carrying value of the Contingent Consideration Liability, 2017 Underwriters’ Warrants and BroadOak Loan to March 31, 2022 is as follows: SCHEDULE OF FAIR VALUE, ASSETS MEASURED ON RECURRING BASIS, UNOBSERVABLE INPUT RECONCILIATION Adjustment Accretion/ to Fair Value/ December 31, 2021 Earned Interest Accrued Mark to Market March 31, 2022 (unaudited) Asuragen $ 1,871 $ (159 ) $ 121 $ - $ 1,833 Underwriters Warrants 71 - - (63 ) 8 BroadOak Loan 7,942 - - (107 ) 7,835 $ 9,884 $ (159 ) $ 121 $ (170 ) $ 9,676 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. |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
SCHEDULE OF OTHER CURRENT ASSETS | Other current assets consisted of the following as of March 31, 2022 and December 31, 2021: SCHEDULE OF OTHER CURRENT ASSETS March 31, 2022 December 31, 2021 (unaudited) Lab supply inventory $ 2,059 $ 1,786 Prepaid expenses 610 800 Other 108 108 Total other current assets $ 2,777 $ 2,694 |
SCHEDULE OF BASIC AND DILUTED NET LOSS PER SHARE | SCHEDULE OF BASIC AND DILUTED NET LOSS PER SHARE 2022 2021 Three Months Ended March 31, 2022 2021 (unaudited) Basic weighted average number of common shares 4,208 4,089 Potential dilutive effect of stock-based awards - - Diluted weighted average number of common shares 4,208 4,089 |
SCHEDULE OF ANTI-DILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE | SCHEDULE OF ANTI-DILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE Three Months Ended March 31, 2022 2021 (unaudited) Options 641 1,061 Restricted stock units (RSUs) 319 395 Warrants 1,339 1,405 2,299 2,861 |
SCHEDULE OF IDENTIFIABLE INTANGIBLE ASSETS CARRYING VALUE | SCHEDULE OF IDENTIFIABLE INTANGIBLE ASSETS CARRYING VALUE (Years) Amount Amount As of As of 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 (32,500 ) (31,964 ) Net Carrying Value $ 6,751 $ 7,287 |
SCHEDULE OF FUTURE ESTIMATED AMORTIZATION EXPENSE | SCHEDULE OF FUTURE ESTIMATED AMORTIZATION EXPENSE 2022 2023 2024 2025 2026 $ 1,607 $ 1,734 $ 873 $ 873 $ 873 |
SCHEDULE OF GOODWILL CARRYING VALUE | The following table displays a roll forward of the carrying amount of goodwill from December 31, 2021 to March 31, 2022: SCHEDULE OF GOODWILL CARRYING VALUE Carrying Amount Balance as of December 31, 2021 $ 8,433 Adjustments - Balance as of March 31, 2022 $ 8,433 |
SCHEDULE OF FINANCIAL INSTRUMENT MEASURED ON RECURRING BASIS | SCHEDULE OF FINANCIAL INSTRUMENT MEASURED ON RECURRING BASIS Amount Value Level 1 Level 2 Level 3 As of March 31, 2022 Fair Value Measurements Carrying Fair As of March 31, 2022 Amount Value Level 1 Level 2 Level 3 (unaudited) Liabilities: Contingent consideration: Asuragen (1) $ 1,833 $ 1,833 $ - $ - $ 1,833 Asuragen (1)(2) $ 1,833 $ 1,833 $ - $ - $ 1,833 Other accrued expenses: Warrant liability (2) 8 8 - - 8 Warrant liability (1)(2) 8 8 - - 8 Note payable: BroadOak loan 7,835 7,835 - - 7,835 Fair value of liabilities $ 9,676 $ 9,676 $ - $ - $ 9,676 Amount Value Level 1 Level 2 Level 3 As of December 31, 2021 Fair Value Measurements Carrying Fair As of December 31, 2021 Amount Value Level 1 Level 2 Level 3 Liabilities: Contingent consideration: Asuragen (1) $ 1,871 $ 1,871 $ - $ - $ 1,871 Contingent consideration (1)(2) $ 1,871 $ 1,871 $ - $ - $ 1,871 Other accrued expenses: Warrant liability (2) 71 71 - - 71 Warrant liability (1)(2) 71 71 - - 71 Note payable: BroadOak loan 7,942 7,942 - - 7,942 Notes payable 7,942 7,942 - - 7,942 Fair value of liabilities $ 9,884 $ 9,884 $ - $ - $ 9,884 (1)(2) See Note 9, Accrued Expenses and Long-Term Liabilities |
SCHEDULE OF FAIR VALUE, ASSETS MEASURED ON RECURRING BASIS, UNOBSERVABLE INPUT RECONCILIATION | A roll forward of the carrying value of the Contingent Consideration Liability, 2017 Underwriters’ Warrants and BroadOak Loan to March 31, 2022 is as follows: SCHEDULE OF FAIR VALUE, ASSETS MEASURED ON RECURRING BASIS, UNOBSERVABLE INPUT RECONCILIATION Adjustment Accretion/ to Fair Value/ December 31, 2021 Earned Interest Accrued Mark to Market March 31, 2022 (unaudited) Asuragen $ 1,871 $ (159 ) $ 121 $ - $ 1,833 Underwriters Warrants 71 - - (63 ) 8 BroadOak Loan 7,942 - - (107 ) 7,835 $ 9,884 $ (159 ) $ 121 $ (170 ) $ 9,676 |
LEASES (Tables)
LEASES (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Leases | |
SCHEDULE OF FINANCING AND OPERATING LEASES | The table below presents the lease-related assets and liabilities recorded in the Condensed Consolidated Balance Sheet: SCHEDULE OF FINANCING AND OPERATING LEASES Classification on the Balance Sheet March 31, 2022 (unaudited) Assets Financing lease assets Property and equipment, net $ 620 Operating lease assets Operating lease right of use assets 3,760 Total lease assets $ 4,380 Liabilities Current Financing lease liabilities Other accrued expenses $ 70 Operating lease liabilities Other accrued expenses 999 Total current lease liabilities $ 1,069 Noncurrent Financing lease liabilities Other long-term liabilities 41 Operating lease liabilities Operating lease liabilities, net of current portion 2,928 Total long-term lease liabilities 2,969 Total lease liabilities $ 4,038 |
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, 2022: SCHEDULE OF MATURITIES OF OPERATING AND FINANCING LEASE LIABILITIES Operating Leases Financing Leases 2022 $ 961 $ 58 2023 897 60 2024 567 - 2025 402 - 2026-2030 1,924 Total minimum lease payments 4,751 118 Less: amount of lease payments representing effects of discounting 824 7 Present value of future minimum lease payments 3,927 111 Less: current obligations under leases 999 70 Long-term lease obligations $ 2,928 $ 41 |
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER NON-CANCELABLE LEASES | As of March 31, 2022, 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: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER NON-CANCELABLE LEASES Less than 1 to 3 3 to 5 After Total 1 Year Years Years 5 Years Operating lease obligations $ 4,751 $ 961 $ 1,464 $ 816 $ 1,510 Total $ 4,751 $ 961 $ 1,464 $ 816 $ 1,510 |
ACCRUED EXPENSES AND LONG-TER_2
ACCRUED EXPENSES AND LONG-TERM LIABILITIES (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Payables and Accruals [Abstract] | |
SCHEDULE OF OTHER ACCRUED EXPENSES | Other accrued expenses consisted of the following as of March 31, 2022 and December 31, 2021: SCHEDULE OF OTHER ACCRUED EXPENSES March 31, 2022 December 31, 2021 (unaudited) Accrued royalties $ 4,116 $ 3,890 Contingent consideration 488 488 Operating lease liability 999 1,041 Financing lease liability 70 79 Deferred revenue 31 40 Interest payable 62 120 Warrant liability 8 71 Accrued sales and marketing - diagnostics 63 47 Accrued lab costs - diagnostics 185 228 Accrued professional fees 707 932 Taxes payable 269 245 Unclaimed property 565 565 All others 1,129 1,452 Total other accrued expenses $ 8,692 $ 9,198 |
SCHEDULE OF LONG TERM LIABILITIES | Long-term liabilities consisted of the following as of March 31, 2022 and December 31, 2021: SCHEDULE OF LONG TERM LIABILITIES March 31, 2022 December 31, 2021 (unaudited) Uncertain tax positions $ 4,631 $ 4,577 Deferred revenue 13 13 Other 41 58 Total other long-term liabilities $ 4,685 $ 4,648 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
SCHEDULE OF STOCK OPTIONS, VALUATION ASSUMPTIONS | 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, 2022 and 2021. SCHEDULE OF STOCK OPTIONS, VALUATION ASSUMPTIONS March 31, 2022 March 31, 2021 (unaudited) Risk-free interest rate 1.76 % 0.78 % Expected life 6.0 6.0 Expected volatility 129.93 % 134.79 % Dividend yield - - |
SCHEDULE OF SHARE-BASED COMPENSATION ARRANGEMENTS BY SHARE-BASED PAYMENT AWARD | SCHEDULE OF SHARE-BASED COMPENSATION ARRANGEMENTS BY SHARE-BASED PAYMENT AWARD Three Months Ended March 31, 2022 2021 (unaudited) Cost of revenue $ 27 $ 48 Sales and marketing 44 47 Research and development - 35 General and administrative* 254 156 Total stock compensation expense $ 325 $ 286 * Includes ESPP expense |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF EFFECTIVE INCOME TAX RATE | SCHEDULE OF EFFECTIVE INCOME TAX RATE 2022 2021 Three Months Ended March 31, 2022 2021 (unaudited) Provision for income tax $ 18 $ 15 Effective income tax rate (0.8 %) (0.4 %) |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
SCHEDULE OF DISCONTINUED OPERATIONS | The components of liabilities classified as discontinued operations consist of the following as of March 31, 2022 and December 31, 2021: SCHEDULE OF DISCONTINUED OPERATIONS March 31, 2022 December 31, 2021 (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’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, 2022 and 2021. 2022 2021 Three Months Ended March 31, 2022 2021 (unaudited) Income from discontinued operations, before tax $ - $ - Income tax expense 54 54 Loss from discontinued operations, net of tax $ (54 ) $ (54 ) |
SUPPLEMENTAL CASH FLOW INFORM_2
SUPPLEMENTAL CASH FLOW INFORMATION (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Supplemental Cash Flow Elements [Abstract] | |
SUPPLEMENTAL CASH FLOW INFORMATION | Supplemental Disclosures of Non Cash Activities (in thousands) SUPPLEMENTAL CASH FLOW INFORMATION 2022 2021 Three Months Ended March 31, 2022 2021 Operating Taxes accrued for repurchase of restricted shares $ 60 $ - Investing Accrued capital expenditures $ 22 $ - Financing Accrued financing costs $ - $ 123 |
WARRANTS (Tables)
WARRANTS (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Warrants | |
SCHEDULE OF WARRANTS OUTSTANDING AND WARRANTS ACTIVITY | Warrants outstanding and warrant activity for the three-months ended March 31, 2022 are as follows: SCHEDULE OF WARRANTS OUTSTANDING AND WARRANTS ACTIVITY Description Classification Exercise Price Expiration Date Warrants Issued Balance December 31, 2021 Warrants Cancelled/ Expired Balance March 31, 2022 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 (65,434 ) 1,339,214 |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | ||||||||
Mar. 31, 2022 | Mar. 31, 2021 | May 06, 2022 | May 05, 2022 | Dec. 31, 2021 | Oct. 31, 2021 | Oct. 29, 2021 | May 10, 2021 | Jan. 07, 2021 | |
Short-Term Debt [Line Items] | |||||||||
Operating Income (Loss) | $ 2,033 | $ 3,815 | |||||||
Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents | 3,100 | ||||||||
Assets, Current | 13,118 | $ 12,166 | |||||||
Liabilities, Current | 16,870 | 15,682 | |||||||
Cash | $ 3,700 | ||||||||
Long-Term Line of Credit | $ 2,500 | $ 1,500 | |||||||
Comerica Bank [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Long-Term Line of Credit | $ 7,500 | ||||||||
Ampersand Notes [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Secured promissory notes | $ 4,500 | $ 3,000 | |||||||
1315 Capital Note [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Secured promissory notes | $ 3,000 | $ 2,000 | |||||||
Term Loan [Member] | Broad Oak [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Term loan | $ 8,000 | $ 8,000 | |||||||
Term Loan [Member] | Broad Oak [Member] | Convertible Debt [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Term loan | $ 2,000 |
SCHEDULE OF OTHER CURRENT ASSET
SCHEDULE OF OTHER CURRENT ASSETS (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Accounting Policies [Abstract] | ||
Lab supply inventory | $ 2,059 | $ 1,786 |
Prepaid expenses | 610 | 800 |
Other | 108 | 108 |
Total other current assets | $ 2,777 | $ 2,694 |
SCHEDULE OF BASIC AND DILUTED N
SCHEDULE OF BASIC AND DILUTED NET LOSS PER SHARE (Details) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Accounting Policies [Abstract] | ||
Basic weighted average number of common shares | 4,208 | 4,089 |
Potential dilutive effect of stock-based awards | ||
Diluted weighted average number of common shares | 4,208 | 4,089 |
SCHEDULE OF ANTI-DILUTIVE SECUR
SCHEDULE OF ANTI-DILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE (Details) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 2,299 | 2,861 |
Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 641 | 1,061 |
Restricted Stock Units (RSUs) [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 319 | 395 |
Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 1,339 | 1,405 |
SCHEDULE OF IDENTIFIABLE INTANG
SCHEDULE OF IDENTIFIABLE INTANGIBLE ASSETS CARRYING VALUE (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Restructuring Cost and Reserve [Line Items] | ||
Total | $ 39,251 | $ 39,251 |
Accumulated Amortization | (32,500) | (31,964) |
Net Carrying Value | 6,751 | 7,287 |
CLIA Lab [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Total | $ 609 | 609 |
Finite lived intangible asset, useful life | 2 years 3 months 18 days | |
Asuragen Acquisition [Member] | Thyroid [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Total | $ 8,519 | 8,519 |
Finite lived intangible asset, useful life | 9 years | |
RedPath Acquisition [Member] | Pancreas Test [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Total | $ 16,141 | 16,141 |
Finite lived intangible asset, useful life | 7 years | |
RedPath Acquisition [Member] | Barrett's Test [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Total | $ 6,682 | 6,682 |
Finite lived intangible asset, useful life | 9 years | |
BioPharma Acquisition [Member] | Trademarks [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Total | $ 1,600 | 1,600 |
Finite lived intangible asset, useful life | 10 years | |
BioPharma Acquisition [Member] | Customer Relationships [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Total | $ 5,700 | $ 5,700 |
Finite lived intangible asset, useful life | 8 years |
SCHEDULE OF FUTURE ESTIMATED AM
SCHEDULE OF FUTURE ESTIMATED AMORTIZATION EXPENSE (Details) $ in Thousands | Mar. 31, 2022USD ($) |
Accounting Policies [Abstract] | |
2022 | $ 1,607 |
2023 | 1,734 |
2024 | 873 |
2025 | 873 |
Finite-Lived Intangible Asset, Expected Amortization, Year Five | $ 873 |
SCHEDULE OF GOODWILL CARRYING V
SCHEDULE OF GOODWILL CARRYING VALUE (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Accounting Policies [Abstract] | |
Goodwill, beginning balance | $ 8,433 |
Adjustments | |
Goodwill, ending balance | $ 8,433 |
SCHEDULE OF FINANCIAL INSTRUMEN
SCHEDULE OF FINANCIAL INSTRUMENT MEASURED ON RECURRING BASIS (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | |
Warrant liability | [1] | $ 8 | $ 71 |
Notes payable | 7,835 | 7,942 | |
Fair value of liabilities | 9,676 | 9,884 | |
Fair Value Measured at Net Asset Value Per Share [Member] | |||
Warrant liability | [1] | 8 | 71 |
Notes payable | 7,835 | 7,942 | |
Fair value of liabilities | 9,676 | 9,884 | |
Fair Value, Inputs, Level 1 [Member] | |||
Warrant liability | [1] | ||
Notes payable | |||
Fair value of liabilities | |||
Fair Value, Inputs, Level 2 [Member] | |||
Warrant liability | [1] | ||
Notes payable | |||
Fair value of liabilities | |||
Fair Value, Inputs, Level 3 [Member] | |||
Warrant liability | [1] | 8 | 71 |
Notes payable | 7,835 | 7,942 | |
Fair value of liabilities | 9,676 | 9,884 | |
Asuragen [Member] | |||
Contingent consideration | [1] | 1,833 | 1,871 |
Asuragen [Member] | Fair Value Measured at Net Asset Value Per Share [Member] | |||
Contingent consideration | [1] | 1,833 | 1,871 |
Asuragen [Member] | Fair Value, Inputs, Level 1 [Member] | |||
Contingent consideration | [1] | ||
Asuragen [Member] | Fair Value, Inputs, Level 2 [Member] | |||
Contingent consideration | [1] | ||
Asuragen [Member] | Fair Value, Inputs, Level 3 [Member] | |||
Contingent consideration | [1] | $ 1,833 | $ 1,871 |
[1] | See Note 9, Accrued Expenses and Long-Term Liabilities |
SCHEDULE OF FAIR VALUE, ASSETS
SCHEDULE OF FAIR VALUE, ASSETS MEASURED ON RECURRING BASIS, UNOBSERVABLE INPUT RECONCILIATION (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Beginning balance | $ 9,884 |
Payments | (159) |
Accretion | 121 |
Adjustment to fair value/mark to market | (170) |
Ending balance | 9,676 |
BroadOak Loan [Member] | |
Beginning balance | 7,942 |
Payments | |
Accretion | |
Adjustment to fair value/mark to market | (107) |
Ending balance | 7,835 |
Underwriter Warrants [Member] | |
Beginning balance | 71 |
Payments | |
Accretion | |
Adjustment to fair value/mark to market | (63) |
Ending balance | 8 |
Asuragen [Member] | |
Beginning balance | 1,871 |
Payments | (159) |
Accretion | 121 |
Adjustment to fair value/mark to market | |
Ending balance | $ 1,833 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | ||
Jul. 31, 2019 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Common stock, par value | $ 0.01 | $ 0.01 | ||
Goodwil | $ 8,433 | $ 8,433 | ||
Amortization expense | 500 | $ 1,100 | ||
BioPharma Acquisition [Member] | ||||
Intangible assets | $ 15,600 | |||
Goodwil | 8,300 | $ 8,400 | ||
Identifiable Intangible Assets | $ 7,300 | |||
Series B Preferred Stock [Member] | ||||
Number preferred stocks on converted basis | 7,833,334 |
SCHEDULE OF FINANCING AND OPERA
SCHEDULE OF FINANCING AND OPERATING LEASES (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Leases | ||
Finance lease assets | $ 620 | |
Operating lease assets | 3,760 | $ 4,032 |
Total lease assets | 4,380 | |
Finance lease, liability, current | 70 | 79 |
Operating lease, liability, current | 999 | 1,041 |
Total current lease liabilities | 1,069 | |
Finance lease, liability, noncurrent | 41 | |
Operating lease, liability, noncurrent | 2,928 | $ 3,154 |
Total long-term lease liabilities | 2,969 | |
Total lease liabilities | $ 4,038 |
SCHEDULE OF MATURITIES OF OPERA
SCHEDULE OF MATURITIES OF OPERATING AND FINANCING LEASE LIABILITIES (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Lessee, Lease, Description [Line Items] | ||
Operating leases 2022 | $ 961 | |
Operating Leases,total minimum lease payments | 4,751 | |
Operating Leases, Less: current obligations under leases | 999 | $ 1,041 |
Finance Leases, Less: current obligations under leases | 70 | 79 |
Operating Leases, Long-term lease obligations | 2,928 | $ 3,154 |
Finance Leases, Long-term lease obligations | 41 | |
Operating Leases [Member] | ||
Lessee, Lease, Description [Line Items] | ||
Operating leases 2022 | 961 | |
Operating leases 2023 | 897 | |
Operating leases 2024 | 567 | |
Operating leases 2025 | 402 | |
Operating leases 2026-2030 | 1,924 | |
Operating Leases,total minimum lease payments | 4,751 | |
Operating Leases, Less: amount of lease payments representing effects of discounting | 824 | |
Operating Leases, Present value of future minimum lease payments | 3,927 | |
Operating Leases, Less: current obligations under leases | 999 | |
Operating Leases, Long-term lease obligations | 2,928 | |
Financing Leases [Member] | ||
Lessee, Lease, Description [Line Items] | ||
Finance lease 2022 | 58 | |
Finance lease 2023 | 60 | |
Finance lease 2024 | ||
Finance lease 2025 | ||
Financing Leases,total minimum lease payments | 118 | |
Finance Leases, Less: amount of lease payments representing effects of discounting | 7 | |
Finance Leases, Present value of future minimum lease payments | 111 | |
Finance Leases, Less: current obligations under leases | 70 | |
Finance Leases, Long-term lease obligations | $ 41 |
SCHEDULE OF FUTURE MINIMUM LEAS
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER NON-CANCELABLE LEASES (Details) $ in Thousands | Mar. 31, 2022USD ($) |
Lessee, Lease, Description [Line Items] | |
Operating lease obligations, Total | $ 4,751 |
Operating lease obligations, Less than 1 Year | 961 |
Operating lease obligations, 1 to 3 Years | 1,464 |
Operating lease obligations, 3 to 5 Years | 816 |
Operating lease obligations, After 5 Years | 1,510 |
Operating Leases [Member] | |
Lessee, Lease, Description [Line Items] | |
Operating lease obligations, Total | 4,751 |
Operating lease obligations, Less than 1 Year | 961 |
Operating lease obligations, 1 to 3 Years | 1,464 |
Operating lease obligations, 3 to 5 Years | 816 |
Operating lease obligations, After 5 Years | $ 1,510 |
LEASES (Details Narrative)
LEASES (Details Narrative) | Mar. 31, 2022 |
Leases | |
Operating lease, weighted average remaining lease term | 6 years 3 months 18 days |
Operating lease, weighted average discount rate, percent | 6.50% |
SCHEDULE OF OTHER ACCRUED EXPEN
SCHEDULE OF OTHER ACCRUED EXPENSES (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accrued royalties | $ 4,116 | $ 3,890 |
Contingent consideration | 488 | 488 |
Operating lease liability | 999 | 1,041 |
Financing lease liability | 70 | 79 |
Deferred revenue | 31 | 40 |
Interest payable | 62 | 120 |
Warrant liability | 8 | 71 |
Accrued sales and marketing - diagnostics | 63 | 47 |
Accrued lab costs - diagnostics | 185 | 228 |
Accrued professional fees | 707 | 932 |
Taxes payable | 269 | 245 |
Unclaimed property | 565 | 565 |
All others | 1,129 | 1,452 |
Total other accrued expenses | $ 8,692 | $ 9,198 |
SCHEDULE OF LONG TERM LIABILITI
SCHEDULE OF LONG TERM LIABILITIES (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Uncertain tax positions | $ 4,631 | $ 4,577 |
Deferred revenue | 13 | 13 |
Other | 41 | 58 |
Total other long-term liabilities | $ 4,685 | $ 4,648 |
SCHEDULE OF STOCK OPTIONS, VALU
SCHEDULE OF STOCK OPTIONS, VALUATION ASSUMPTIONS (Details) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | ||
Risk-free interest rate | 1.76% | 0.78% |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Term | 6 years | 6 years |
Expected volatility | 129.93% | 134.79% |
Dividend yield |
SCHEDULE OF SHARE-BASED COMPENS
SCHEDULE OF SHARE-BASED COMPENSATION ARRANGEMENTS BY SHARE-BASED PAYMENT AWARD (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total stock compensation expense | $ 325 | $ 286 | |
Cost of Sales [Member] | |||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total stock compensation expense | 27 | 48 | |
Selling and Marketing Expense [Member] | |||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total stock compensation expense | 44 | 47 | |
Research and Development Expense [Member] | |||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total stock compensation expense | 35 | ||
General and Administrative Expense [Member] | |||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total stock compensation expense | [1] | $ 254 | $ 156 |
[1] | Includes ESPP expense |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 312,500 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 6 | |
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 152,500 | |
Shares Issued, Price Per Share | $ 5 | |
Share-based Payment Arrangement, Expense | $ 325 | $ 286 |
Stock Incentive Plan [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
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. 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. |
SCHEDULE OF EFFECTIVE INCOME TA
SCHEDULE OF EFFECTIVE INCOME TAX RATE (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Provision for income tax | $ 18 | $ 15 |
Effective income tax rate | (0.80%) | (0.40%) |
SEGMENT INFORMATION (Details Na
SEGMENT INFORMATION (Details Narrative) | 3 Months Ended |
Mar. 31, 2022Integer | |
Segment Reporting [Abstract] | |
Number of segments | 1 |
SCHEDULE OF DISCONTINUED OPERAT
SCHEDULE OF DISCONTINUED OPERATIONS (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |||
Accrued liabilities | $ 766 | $ 766 | |
Current liabilities from discontinued operations | 766 | 766 | |
Total liabilities | 766 | $ 766 | |
Income from discontinued operations, before tax | |||
Income tax expense | 54 | 54 | |
Loss from discontinued operations, net of tax | $ (54) | $ (54) |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | Oct. 29, 2021 | Sep. 29, 2021 | Mar. 31, 2022 | Dec. 31, 2021 | Oct. 31, 2021 | Oct. 13, 2021 | May 10, 2021 | Jan. 07, 2021 |
Line of Credit Facility [Line Items] | ||||||||
Long-term Line of Credit | $ 2,500,000 | $ 1,500,000 | ||||||
Comerica Bank [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Long-term Line of Credit | $ 7,500,000 | |||||||
Loan and Security Agreement [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Long-term Line of Credit | $ 7,500,000 | |||||||
Loan and Security Agreement [Member] | Comerica Bank [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Long-term Line of Credit | $ 7,500,000 | |||||||
Debt instrument interest, description | The Term Loan had an origination fee of 3% of the Term Loan amount, and a terminal payment equal to (i) 15% of the original principal amount of the Term Loan if the change of control occurs on or prior to the first anniversary of the funding of the Term Loan, (ii) 20% of the original principal amount of the Term Loan if the change of control occurs after the first anniversary but on or prior to the second anniversary of the funding of the Term Loan and (iii) 30% of the original principal amount of the Term Loan if the change of control occurs after the second anniversary of the funding of the Term Loan, or if the Term Loan is repaid on its maturity date. | |||||||
1315 Capital Note [Member] | Security Agreement [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Promissory note | $ 3,000,000 | |||||||
Term Loan [Member] | Broad Oak [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Debt instrument, face amount | $ 8,000,000 | $ 8,000,000 | ||||||
Term Loan [Member] | Ampersand 2018 [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Maturity date | Oct. 31, 2024 | |||||||
Debt interest percentage | 9.00% | |||||||
Percentage of debt origination fee | 3.00% | |||||||
Term Loan [Member] | Ampersand [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Repayment of notes | $ 4,500,000 | |||||||
Term Loan [Member] | 1315 Capital [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Repayment of notes | $ 3,000,000 | |||||||
Ampersand Notes [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Promissory note | 4,500,000 | $ 3,000,000 | ||||||
1315 Capital Note [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Promissory note | 3,000,000 | 2,000,000 | ||||||
1315 Capital Note [Member] | Security Agreement [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Promissory note | $ 2,000,000 | |||||||
Ampersand Note [Member] | Security Agreement [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Promissory note | $ 4,500,000 |
SUPPLEMENTAL CASH FLOW INFORM_3
SUPPLEMENTAL CASH FLOW INFORMATION (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Supplemental Cash Flow Elements [Abstract] | ||
Taxes accrued for repurchase of restricted shares | $ 60 | |
Accrued capital expenditures | 22 | |
Accrued financing costs | $ 123 |
EQUITY (Details Narrative)
EQUITY (Details Narrative) - USD ($) $ / shares in Units, $ in Millions | Jan. 10, 2020 | Mar. 31, 2022 | Dec. 31, 2021 |
Series B Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Aggregate of shares issued | 27,000 | ||
Preferred stock adjusted conversion | $ 6 | ||
Temporary equity, shares issued | 47,000 | 47,000 | |
Temporary equity, shares outstanding | 47,000 | 47,000 | |
Series A Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Aggregate of shares issued | 270 | ||
Value of preferred stock exchanged | $ 27 | ||
Preferred stock par/stated value | $ 0.01 | ||
Preferred shares stated value | $ 100,000 | ||
Security Purchase and Exchange Agreement [Member] | Series B Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Preferred stock aggregate value | $ 20 | ||
Issuance price of preferred stock | $ 1,000 | ||
Security Purchase and Exchange Agreement [Member] | Series B Preferred Stock [Member] | 1315 Capital [Member] | |||
Class of Stock [Line Items] | |||
Preferred stock aggregate value | $ 19 | ||
Aggregate of shares issued | 19,000 | ||
Security Purchase and Exchange Agreement [Member] | Series B Preferred Stock [Member] | Ampersand 2018 Limited Partnership [Member] | |||
Class of Stock [Line Items] | |||
Preferred stock aggregate value | $ 1 | ||
Aggregate of shares issued | 1,000 |
SCHEDULE OF WARRANTS OUTSTANDIN
SCHEDULE OF WARRANTS OUTSTANDING AND WARRANTS ACTIVITY (Details) - $ / shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Warrants Issued | 1,975,934 | |
Warrants | 1,339,214 | 1,404,648 |
Warrants Cancelled/Expired | (65,434) | |
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 |
Warrants Cancelled/Expired | ||
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 |
Warrants Cancelled/Expired | ||
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 |
Warrants Cancelled/Expired | ||
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 Cancelled/Expired | ||
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 |
Warrants Cancelled/Expired | ||
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 | |
Warrants Cancelled/Expired | (65,434) |
WARRANTS (Details Narrative)
WARRANTS (Details Narrative) - Warrant [Member] | 3 Months Ended |
Mar. 31, 2022$ / shares | |
Weighted average exercise price | $ 16.30 |
Weighted average remaining contractual life | 2 months 12 days |
REVOLVING LINE OF CREDIT (Detai
REVOLVING LINE OF CREDIT (Details Narrative) - USD ($) | Oct. 13, 2021 | Jun. 30, 2022 | Apr. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 |
Line of Credit Facility [Line Items] | |||||
Line of credit | $ 2,500,000 | $ 1,500,000 | |||
Line of credit | $ 500,000 | ||||
Loan and Security Agreement [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Line of credit | $ 7,500,000 | ||||
Percentage of accounts receivable | 80.00% | ||||
Line of credit | $ 5,000,000 | ||||
Revolving Line option credit card services borrowing limit | $ 300,000 | ||||
InterestRate | 0.50% | ||||
Percentage of line of credit unused facility fee | 0.25% | ||||
Loan and Security Agreement [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||
Line of Credit Facility [Line Items] | |||||
InterestRate | 2.50% | ||||
Loan and Security Agreement [Member] | Forecast [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Line of credit reductions | $ 250,000 | ||||
Loan and Security Agreement [Member] | Accounts Receivable [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Line of credit | $ 2,000,000 | ||||
Revolving Credit Facility [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Line of credit | 2,500,000 | ||||
Comerica Loan Agreement [Member] | Comerica Bank [Member] | Term Loan [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Line of credit | $ 7,500,000 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - Term Loan [Member] - Broad Oak [Member] - USD ($) $ in Thousands | May 05, 2022 | Oct. 31, 2021 | Oct. 29, 2021 |
Short-Term Debt [Line Items] | |||
Aggregate principal amount | $ 8,000 | $ 8,000 | |
Convertible Debt [Member] | |||
Short-Term Debt [Line Items] | |||
Aggregate principal amount | $ 2,000 | ||
Interest rate | 9.00% |