Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2019 | May 10, 2019 | |
Document And Entity Information | ||
Entity Registrant Name | Interpace Diagnostics Group, Inc. | |
Entity Central Index Key | 0001054102 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2019 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business Flag | true | |
Entity Emerging Growth Company | false | |
Entity Ex Transition Period | false | |
Entity Common Stock, Shares Outstanding | 38,096,038 | |
Trading Symbol | IDXG | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2019 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 9,124 | $ 6,068 |
Accounts receivable, net | 11,221 | 9,483 |
Other current assets | 1,888 | 2,170 |
Total current assets | 22,233 | 17,721 |
Property and equipment, net | 758 | 837 |
Other intangible assets, net | 29,040 | 29,853 |
Operating lease assets | 2,320 | |
Other long-term assets | 31 | 31 |
Total assets | 54,382 | 48,442 |
Current liabilities: | ||
Accounts payable | 1,152 | 1,059 |
Accrued salary and bonus | 1,749 | 1,424 |
Other accrued expenses | 6,013 | 5,091 |
Current liabilities from discontinued operations | 918 | 918 |
Total current liabilities | 9,832 | 8,492 |
Contingent consideration | 2,627 | 2,693 |
Operating lease liabilities | 1,899 | |
Other long-term liabilities | 4,253 | 4,319 |
Total liabilities | 18,611 | 15,504 |
Commitments and contingencies (Note 7) | ||
Stockholders' equity: | ||
Preferred stock, $.01 par value; 5,000,000 shares authorized, no shares issued and outstanding | ||
Common stock, $.01 par value; 100,000,000 shares authorized; 38,195,006 and 28,767,344 shares issued, respectively; 38,096,038 and 28,694,275 shares outstanding, respectively | 382 | 287 |
Additional paid-in capital | 181,954 | 175,820 |
Accumulated deficit | (144,853) | (141,489) |
Treasury stock, at cost (98,868 and 73,069 shares, respectively) | (1,712) | (1,680) |
Total stockholders' equity | 35,771 | 32,938 |
Total liabilities and stockholders' equity | $ 54,382 | $ 48,442 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ .01 | $ .01 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 38,195,006 | 28,767,344 |
Common stock, shares outstanding | 38,096,038 | 28,694,275 |
Treasury stock, shares | 98,868 | 73,069 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Income Statement [Abstract] | ||
Revenue, net | $ 6,010 | $ 4,809 |
Cost of revenue (excluding amortization of $813 and $813, respectively) | 2,622 | 2,580 |
Gross profit | 3,388 | 2,229 |
Operating expenses: | ||
Sales and marketing | 2,411 | 1,991 |
Research and development | 528 | 501 |
General and administrative | 2,912 | 2,172 |
Acquisition related amortization expense | 813 | 813 |
Total operating expenses | 6,664 | 5,477 |
Operating loss | (3,276) | (3,248) |
Accretion expense | (129) | |
Other income (expense), net | 48 | 111 |
Loss from continuing operations before tax | (3,357) | (3,137) |
Provision for income taxes | 5 | 6 |
Loss from continuing operations | (3,362) | (3,143) |
Loss from discontinued operations, net of tax | (57) | (50) |
Net loss | $ (3,419) | $ (3,193) |
Basic and diluted loss per share of common stock: | ||
From continuing operations | $ (0.10) | $ (0.11) |
From discontinued operations | 0 | 0 |
Net loss per basic and diluted share of common stock | $ (0.10) | $ (0.11) |
Weighted average number of common shares and common share equivalents outstanding: | ||
Basic | 35,147,000 | 27,855,000 |
Diluted | 35,147,000 | 27,855,000 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Income Statement [Abstract] | ||
Cost of revenue, amortization | $ 813 | $ 813 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) $ in Thousands | Common Stock [Member] | Treasury Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2017 | $ 278 | $ (1,671) | $ 173,062 | $ (131,800) | |
Balance, shares at Dec. 31, 2017 | 27,901,000 | 64,000 | |||
Common stock issued | $ 1 | $ 1 | |||
Common stock issued, shares | 41,000 | ||||
Common stock issued through offering, net of expenses | |||||
Common stock issued through offering, net of expenses, shares | |||||
Treasury stock purchased | $ (9) | (9) | |||
Treasury stock purchased, shares | 9,000 | ||||
Stock-based compensation expense | $ 597 | 597 | |||
Net loss | (3,193) | (3,193) | |||
Adoption of ASC 606 | 2,500 | 2,500 | |||
Adoption of ASC 842 | |||||
Balance at Mar. 31, 2018 | $ 279 | $ (1,680) | 173,659 | (132,493) | 39,765 |
Balance, shares at Mar. 31, 2018 | 27,942,000 | 73,000 | |||
Balance at Dec. 31, 2018 | $ 287 | $ (1,680) | 175,820 | (141,489) | 32,938 |
Balance, shares at Dec. 31, 2018 | 28,767,000 | 73,000 | |||
Common stock issued | $ 1 | 1 | |||
Common stock issued, shares | 95,000 | ||||
Common stock issued through offering, net of expenses | $ 94 | 5,868 | 5,962 | ||
Common stock issued through offering, net of expenses, shares | 9,333,000 | ||||
Treasury stock purchased | $ (32) | ||||
Treasury stock purchased, shares | 26,000 | ||||
Stock-based compensation expense | 266 | 266 | |||
Net loss | (3,419) | (3,419) | |||
Adoption of ASC 606 | |||||
Adoption of ASC 842 | 55 | 55 | |||
Balance at Mar. 31, 2019 | $ 382 | $ (1,712) | $ 181,954 | $ (144,853) | $ 35,771 |
Balance, shares at Mar. 31, 2019 | 38,195,000 | 99,000 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Cash Flows From Operating Activities | ||
Net loss | $ (3,419) | $ (3,193) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 873 | 855 |
Interest accretion | 129 | |
Mark to market on warrants | (3) | (71) |
Stock-based compensation | 538 | 597 |
Other gains and expenses, net | 18 | |
Other changes in operating assets and liabilities: | ||
Increase in accounts receivable | (1,738) | (466) |
Decrease in other current assets | 11 | 80 |
Increase in accounts payable | 93 | 344 |
Increase (decrease) in accrued salaries and bonus | 325 | (397) |
Increase (decrease) in accrued liabilities | 156 | (292) |
Increase in long-term liabilities | 57 | 49 |
Net cash used in operating activities | (2,960) | (2,494) |
Cash Flows From Investing Activity | ||
Purchase of property and equipment | (12) | (60) |
Sale of property and equipment | 13 | |
Net cash provided by (used in) investing activity | 1 | (60) |
Cash Flows From Financing Activities | ||
Issuance of common stock, net of expenses | 6,015 | |
Net cash provided by financing activities | 6,015 | |
Net increase (decrease) in cash and cash equivalents | 3,056 | (2,554) |
Cash and cash equivalents - beginning | 6,068 | 15,199 |
Cash and cash equivalents - ending | $ 9,124 | $ 12,645 |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | 1. 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 Interpace Diagnostics Group, Inc. (the “Company” or “Interpace”), and its wholly-owned subsidiaries, Interpace Diagnostics Lab Inc., Interpace Diagnostics Corporation 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, 2018, as filed with the U.S. Securities and Exchange Commission (“SEC”) on March 21, 2019. 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, or Group DCA; InServe Support Solutions; and TVG, Inc. and its Commercial Services (“CSO”) 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, 2019 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2019. |
Liquidity
Liquidity | 3 Months Ended |
Mar. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Liquidity | 2. LIQUIDITY As of March 31, 2019, the Company had cash and cash equivalents of $9.1 million, net accounts receivable of $11.2 million, total current assets of $22.2 million and total current liabilities of $9.8 million. For the quarter ended March 31, 2019, the Company had a net loss of $3.4 million and cash used in operating activities was $3.0 million. The Company does not expect to generate positive cash flows from operations for the year ending December 31, 2019. The Company believes however, that it has sufficient cash balances to meet near term obligations and further intends to meet its capital needs by revenue growth, containing costs, entering into strategic alliances as well as exploring other options, including the possibility of raising additional debt or equity capital as necessary. There is, however, no assurance the Company will be successful in meeting its capital requirements prior to becoming cash flow positive. In November 2018, the Company entered into up to a $4.0 million secured Line of Credit facility including a 3-year term loan for $850,000 with Silicon Valley Bank (“SVB”). The proceeds of the term loan are expected to be used for laboratory capital expenditures and will be repaid monthly. The term loan draw date will be on or before June 30, 2019. The $3.15 million balance of the Line of Credit is available for working capital purposes as a revolving line of credit and has a three-year term, ending November 2021. As of April 2, 2019, $0.25 million of this amount has been reserved, but not drawn, for a letter of credit related to the security deposit for our Pittsburgh facility lease. The borrowing limit of the revolving line of credit is the lower of 80% of the Company’s eligible accounts receivable (as adjusted by SVB) and the aggregate amount of cash collections with respect to accounts receivable during the three prior calendar months. Term loan outstanding amounts incur interest at a rate per annum equal to the greater of the Wall Street Journal Prime Rate (the “Prime Rate”) and 5.00%. Revolving Line outstanding amounts incur interest at a rate per annum equal to the Prime Rate plus 0.5%. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 3. 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 Services We are a fully integrated commercial and bioinformatics company that develops and provides clinically useful molecular diagnostic tests and pathology services. We develop and commercialize genomic tests and related first line assays principally focused on early detection of patients with indeterminate biopsies and at high risk of cancer using the latest technology to help personalized medicine and improve patient diagnosis and management. Our tests and services provide mutational analysis of genomic material contained in suspicious cysts, nodules and lesions with the goal of better informing treatment decisions in patients at risk of thyroid, pancreatic, and other cancers. The molecular diagnostic tests we offer enable healthcare providers to better assess cancer risk, helping to avoid unnecessary surgical treatment in patients at low risk. We currently have four commercialized molecular diagnostic tests in the marketplace for which we are receiving reimbursement: PancraGEN ® ® ® ® ® ® ® ® ® ® Revenue from Contracts with Customers (ASC 606) The Company derives its revenues from the performance of its proprietary tests. The Company’s performance obligation is fulfilled upon completion, review and release of test results to the customer. The Company subsequently bills third-party payers or direct-bill payers for the proprietary tests performed. 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. The Company regularly reviews the ultimate amounts received from the third-party and direct-bill payers and related estimated reimbursement rates and adjusts the NRV’s and related contractual allowances accordingly. If actual collections and related NRV’s vary significantly from our estimates, we will adjust the estimates of contractual allowances, which would affect net revenue in the period such variances become known. Disaggregated Revenues We operate in a single operating segment and, therefore, the results of our operations are reported on a consolidated basis for purposes of segment reporting, which is consistent with internal management reporting. For the three-month periods ended March 31, 2019 and 2018, substantially all of the Company’s revenues were derived from its Gastrointestinal and Endocrine molecular diagnostic tests. Financing and Payment For non-Medicare claims, our payment terms vary by payer category. Payment terms for direct-payers are typically thirty 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. Costs to Obtain or Fulfill a Customer Contract Sales commissions are expensed when incurred because the amortization period would have been one year or less. 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 proprietary molecular diagnostic tests. The Company’s 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 directly bills the hospital or service provider. Accounts receivable is recognized for all payer groups net of contractual adjustment and net of estimated uncollectable amounts. Contractual adjustments represent the difference between the list prices and the reimbursement rate set by third party payers, including Medicare, commercial payers, or amounts billed directly to hospitals and service providers. Specific accounts may be written off after several appeals, which in some cases may take longer than twelve months. 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 6, Leases Other Current Assets Other current assets consisted of the following as of March 31, 2019 and December 31, 2018: March 31, 2019 December 31, 2018 (unaudited) Indemnification assets $ 875 $ 875 Prepaid expenses 941 1,230 Other 72 65 Total other current assets $ 1,888 $ 2,170 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 nine 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. Discontinued Operations The Company accounts for business dispositions and its businesses held for sale in accordance with ASC 205-20, Discontinued Operations (“ASC 205-20”) Discontinued Operations Basic and Diluted Net Loss per Share A reconciliation of the number of shares of common stock used in the calculation of basic and diluted loss per share for the three-month periods ended March 31, 2019 and 2018 is as follows: Three Months Ended March 31, 2019 2018 (unaudited) Basic weighted average number of common shares 35,147 27,855 Potential dilutive effect of stock-based awards - - Diluted weighted average number of common shares 35,147 27,855 The following outstanding stock-based awards were excluded from the computation of the effect of dilutive securities on loss per share for the following periods because they would have been anti-dilutive: Three Months Ended March 31, 2019 2018 (unaudited) Options 3,936 2,256 Stock-settled stock appreciation rights (SARs) 25 84 Restricted stock units (RSUs) 607 220 Warrants 14,196 13,542 18,764 16,102 |
Other Intangible Assets
Other Intangible Assets | 3 Months Ended |
Mar. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Other Intangible Assets | 4. OTHER INTANGIBLE ASSETS The net carrying value of the identifiable intangible assets as of March 31, 2019 and December 31, 2018 are as follows: As of March 31, 2019 As of December 31, 2018 (unaudited) Life Carrying Carrying (Years) Amount Amount Diagnostic assets: Asuragen acquisition: Thyroid 9 $ 8,519 $ 8,519 RedPath acquisition: Pancreas test 7 16,141 16,141 Barrett’s test 9 18,351 18,351 Total $ 43,011 $ 43,011 Diagnostic lab: CLIA Lab 2.3 $ 609 $ 609 Accumulated Amortization $ (14,580 ) $ (10,515 ) Net Carrying Value $ 29,040 $ 33,105 Amortization expense was approximately $0.8 million for the three-month periods ended March 31, 2019 and 2018, respectively. Amortization of our diagnostic assets begins upon launch of the product. Estimated amortization expense for the next five years is as follows, based on current assumptions of future product launches: 2019 2020 2021 2022 2023 $ 3,252 $ 4,272 $ 4,908 $ 2,987 $ 2,987 |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 5. FAIR VALUE MEASUREMENTS Cash and cash equivalents, accounts receivable, and accounts payable approximate fair value due to their relative short-term nature. The Company’s financial liabilities reflected at fair value in the condensed consolidated financial statements include contingent consideration and warrant liability. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In determining fair value, the Company uses various methods including market, income and cost approaches. Based on these approaches, the Company often utilizes certain assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and/or the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market-corroborated, or generally unobservable inputs. The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. Based upon observable inputs used in the valuation techniques, the Company is required to provide information according to the fair value hierarchy. The fair value hierarchy ranks the quality and reliability of the information used to determine fair values into three broad levels as follows: Level 1: Valuations for assets and liabilities traded in active markets from readily available pricing sources for market transactions involving identical assets or liabilities. Level 2: Valuations for assets and liabilities traded in less active dealer or broker markets. Valuations are obtained from third-party pricing services for identical or similar assets or liabilities. Level 3: Valuations incorporate certain assumptions and projections in determining the fair value assigned to such assets or liabilities. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability. The valuation methodologies used for the Company’s financial instruments measured on a recurring basis at fair value, including the general classification of such instruments pursuant to the valuation hierarchy, is set forth in the tables below: As of March 31, 2019 Fair Value Measurements Carrying Fair As of March 31, 2019 Amount Value Level 1 Level 2 Level 3 (unaudited) Liabilities: Contingent consideration: Asuragen (1) $ 3,136 $ 3,136 $ - $ - $ 3,136 Other long-term liabilities: Warrant liability (2) 358 358 - - 358 $ 3,494 $ 3,494 $ - $ - $ 3,494 As of December 31, 2018 Fair Value Measurements Carrying Fair As of December 31, 2018 Amount Value Level 1 Level 2 Level 3 Liabilities: Contingent consideration: Asuragen (1) $ 3,127 $ 3,127 $ - $ - $ 3,127 Other long-term liabilities: Warrant liability (2) 361 361 - - 361 $ 3,488 $ 3,488 $ - $ - $ 3,488 (1)(2) Accrued Expenses and Long-Term Liabilities In connection with the acquisition of certain assets from Asuragen, the Company recorded contingent consideration related to contingent payments and other revenue-based payments. The Company determined the fair value of the contingent consideration based on a probability-weighted income approach derived from revenue estimates. The fair value measurement is based on significant inputs not observable in the market and thus represents a Level 3 measurement. On June 21, 2017, the Company issued 575,000 Underwriters Warrants, related to a public offering on the same date, that included a cash settlement feature in the event of certain circumstances. Accordingly, the Underwriters Warrants are classified as liabilities and were fair valued using the Black Scholes Option-Pricing Model, the inputs for which include exercise price of the respective warrants, market price of the underlying common shares, expected term, volatility based on the Company’s historical market price, and the risk-free rate corresponding to the expected term of the ubderlying exchange agreement. Changes to the fair value of the warrant liabilities were recorded in Other income (expense), net. A roll forward of the carrying value of the Contingent Consideration Liability and the Underwriters’ Warrants to March 31, 2019 is as follows: Cancellation Adjustment of Obligation/ to Fair Value/ December 31, 2018 Payments Accretion Conversions Exercises Mark to Market March 31, 2019 (unaudited) Asuragen $ 3,127 $ (120 ) $ 129 $ - $ - $ 3,136 Underwriters Warrants 361 - - - (3 ) 358 $ 3,488 $ (120 ) $ 129 $ - $ (3 ) $ 3,494 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, 2019 | |
Leases [Abstract] | |
Leases | 6. LEASES In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which establishes a right-of-use model that requires a lessee to record a right-of-use asset and a lease liability, measured on a discounted basis, on the balance sheet for all leases with terms longer than 12 months. Effective January 1, 2019, the Company adopted the provisions of Topic 842 using the alternative modified transition method, with a cumulative effect adjustment to the opening balance of retained earnings on the date of adoption, and prior periods not restated, as allowed under the provisions of Topic 842. The Company also elected to use the practical expedients permitted under the transition guidance of Topic 842, which provides for the following: the carryforward of the Company’s historical lease classification, no requirement for reassessment of whether an expired or existing contract contains an embedded lease, no reassessment of initial direct costs for any leases that exist prior to the adoption of the new standard, and the election to consolidate lease and non-lease components. The Company also elected to keep all leases with an initial term of 12 months or less off the balance sheet. The Company recorded $2.4 million of right-of-use lease assets and $2.5 million of lease liabilities upon adoption, primarily relating to rentals of space for our corporate headquarters and laboratories, as well as equipment leases, all under operating leases. In addition, the Company recorded a cumulative adjustment to opening accumulated deficit of $0.1 million. The table below presents the lease-related assets and liabilities recorded in the Condensed Consolidated Balance Sheet: Classification on the Balance Sheet March 31, 2019 (unaudited) Assets Operating lease assets Operating lease assets $ 2,320 Total lease assets $ 2,320 Liabilities Current Operating lease liabilities Other accrued expenses $ 526 Noncurrent Operating lease liabilities Operating lease liabilities 1,899 Total lease liabilities $ 2,425 The weighted average remaining lease term for the Company’s operating leases was 4.1 years as of March 31, 2019 and the weighted average discount rate for those leases was 6.0%. The Company’s operating lease expenses are recorded within cost of revenue and general and administrative expenses. The table below reconciles the undiscounted cash flows to the operating lease liabilities recorded on the Company’s Condensed Consolidated Balance Sheet as of March 31, 2019: Operating Leases (unaudited) 2019 $ 495 2020 675 2021 671 2022 629 2023 250 Total minimum lease payments 2,720 Less: amount of lease payments representing effects of discounting 295 Present value of future minimum lease payments 2,425 Less: current obligations under leases 526 Long-term lease obligations $ 1,899 As of December 31, 2018, contractual obligations with terms exceeding one year and estimated minimum future rental payments required by non-cancelable operating leases with initial or remaining lease terms exceeding one year were as follows: Less than 1 to 3 3 to 5 After Total 1 Year Years Years 5 Years Operating lease obligations $ 2,814 $ 613 $ 1,322 $ 879 $ - Contractual obligation - - - - - Total $ 2,814 $ 613 $ 1,322 $ 879 $ - |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 7. COMMITMENTS AND CONTINGENCIES Litigation Due to the nature of the businesses in which the Company is engaged it is subject to certain risks. Such risks include, among others, risk of liability for personal injury or death to persons using products the Company promotes or commercializes. There can be no assurance that substantial claims or liabilities will not arise in the future due to the nature of the Company’s business activities and recent increases in litigation related to healthcare products and related intellectual property. 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. As of March 31, 2019, the Company’s accrual for litigation and threatened litigation was not material to the condensed consolidated financial statements. |
Accrued Expenses and Long-term
Accrued Expenses and Long-term Liabilities | 3 Months Ended |
Mar. 31, 2019 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Long-term Liabilities | 8. ACCRUED EXPENSES AND LONG-TERM LIABILITIES Other accrued expenses consisted of the following as of March 31, 2019 and December 31, 2018: March 31, 2019 December 31, 2018 (unaudited) Accrued royalties $ 1,670 $ 1,399 Indemnification liability 875 875 Contingent consideration 510 434 Accrued professional fees 648 701 Operating lease liability 526 - Taxes payable 306 285 Unclaimed property 565 565 All others 913 832 Total other accrued expenses $ 6,013 $ 5,091 Long-term liabilities consisted of the following as of March 31, 2019 and December 31, 2018: March 31, 2019 December 31, 2018 (unaudited) Warrant liability $ 358 $ 361 Uncertain tax positions 3,895 3,838 Other - 120 Total other long-term liabilities $ 4,253 $ 4,319 |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | 9. STOCK-BASED COMPENSATION Stock Incentive Plan The Company’s stock-incentive program is a long-term retention program that is intended to attract, retain and provide incentives for talented employees, officers and directors, and to align stockholder and employee interests. Currently, the Company is able to grant options, SARs and restricted shares from the Interpace Diagnostics Group, Inc. Amended and Restated 2004 Stock Award and Incentive Plan, (the “Amended 2004 Plan”). Unless earlier terminated by action of its Board of Directors, the Amended 2004 Plan will remain in effect until such time as no stock remains available for delivery and the Company has no further rights or obligations under the Amended 2004 Plan with respect to outstanding awards thereunder. Historically, stock options have been granted with an exercise price equal to the market value of the common stock on the date of grant, expire 10 years from the date they are granted, and generally vested over a one to three-year period for employees and members of the Board of Directors. Upon exercise, new shares will be issued by the Company. The Company granted stock options in 2017 which vest monthly over a one-year period. SARs are generally granted with a grant price equal to the market value of the common stock on the date of grant, vest one-third each year on the anniversary of the date of grant and expire five years from the date of grant. The restricted shares and restricted stock units granted to employees generally have a three-year graded vesting period and are subject to accelerated vesting and forfeiture under certain circumstances. Restricted shares and restricted stock units granted to board members generally have a three-year graded vesting period and are subject to accelerated vesting and forfeiture under certain circumstances. During March 2019, the Company’s Chief Executive Officer, Chief Financial Officer, and other executives were granted incentive stock options to purchase an aggregate of 1,105,440 shares of common stock with an exercise price of $0.98 per share and 276,360 RSUs, subject generally to the executive’s or board member’s, as applicable, continued service with the Company, which vest one-third each year over a period of three years. 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, 2019 and 2018. March 31, 2019 March 31, 2018 (unaudited) (unaudited) Risk-free interest rate 2.51% 2.65% Expected life 6.0 years 6.0 years Expected volatility 127.81% 126.93% Dividend yield - - The Company recognized approximately $0.5 million and $0.6 million of stock-based compensation expense during the three month periods ended March 31, 2019 and 2018, respectively. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 10. 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) income from continuing operations and the effective tax rate for the three-month periods ended March 31, 2019 and 2018: Three Months Ended March 31, 2019 2018 (unaudited) Provision (benefit) from income tax $ 5 $ 6 Effective income tax rate (0.1 %) (0.2 %) Income tax expense for the three-month periods ended March 31, 2019 and 2018 was primarily due to minimum state and local taxes. |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2019 | |
Segment Reporting [Abstract] | |
Segment Information | 11. SEGMENT INFORMATION Since December 22, 2015, the Company reports its operations as one segment, molecular diagnostics and bioinformatics. The Company’s reporting segment structure is reflective of the way both the Company’s management and chief operating decision maker view the business, make operating decisions and assess performance. This structure allows investors to better understand Company performance, better assess prospects for future cash flows, and make more informed decisions about the Company. The Company’s molecular diagnostics and bioinformatics business focuses on developing and commercializing molecular diagnostic tests, leveraging the latest technology and personalized medicine for better patient diagnosis and management. Through the Company’s business, the Company aims to provide physicians and patients with diagnostic options for detecting genetic and other molecular alterations that are associated with gastrointestinal, endocrine and lung cancers, which are principally focused on early detection of patients at high risk of cancer. Customers in the Company’s segment consist primarily of physicians, hospitals and clinics. The service offerings throughout the segment have similar long-term average gross margins, contract terms, types of customers and regulatory environments. They are promoted through one centrally managed marketing group and the chief operating decision maker views their results on a combined basis. |
Discontinued Operations
Discontinued Operations | 3 Months Ended |
Mar. 31, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | 12. DISCONTINUED OPERATIONS The components of liabilities classified as discontinued operations relate to Commercial Services and consist of the following as of March 31, 2019 and December 31, 2018: March 31, 2019 December 31, 2018 (unaudited) Accounts payable $ 192 $ 192 Other 726 726 Current liabilities from discontinued operations 918 918 Total liabilities $ 918 $ 918 |
Line of Credit
Line of Credit | 3 Months Ended |
Mar. 31, 2019 | |
Line of Credit Facility [Abstract] | |
Line of Credit | 13. LINE OF CREDIT As of March 31, 2019, the Company had no borrowings on its Silicon Valley Bank Loan and Security Agreement (“SVB Loan Agreement”) and was in compliance with all covenants. The SVB Loan Agreement provides for up to $4.0 million of debt financing and consists of a term loan (the “Term Loan”) of up to $850,000 and a revolving line of credit based on its outstanding accounts receivable (the “Revolving Line”) of up to $4.0 million. The Company intends to use the proceeds of the Term Loan for capital expenditures in connection with its laboratory expansion and the proceeds of the Revolving Line for working capital purposes. According to the Term Loan provisions, the Company intends to draw the full $850,000 by June 30, 2019. Term Loan outstanding amounts will bear interest at a rate per annum equal to the greater of the Wall Street Journal Prime Rate (the “Prime Rate”) and 5.00%. The amount that may be borrowed under the Revolving Line is the lower of (i) $4.0 million or (ii) 80% of the Company’s eligible accounts receivable (as adjusted by SVB) minus any outstanding amounts under the Term Loan. Revolving Line outstanding amounts incur interest at a rate per annum equal to the Prime Rate plus 0.5%. The Company is also required to pay an unused Revolving Line facility fee monthly in arrears in an amount equal to 0.35% per annum of the average unused but available portion of the Revolving Line. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 3 Months Ended |
Mar. 31, 2019 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information | 14. SUPPLEMENTAL CASH FLOW INFORMATION The following table represents cash flows used in the Company’s discontinued operations for the three months ended March 31, 2019 and 2018: Three Months Ended March 31, 2019 2018 (unaudited) Net cash used in operating activities of discontinued operations $ - $ (315 ) Supplemental Disclosures of Non Cash Activities (in thousands) Three Months Ended March 31, 2019 2018 (unaudited) Operating Adoption of ASC 606 $ - $ 2,500 Adoption of ASC 842 - right of use asset $ 2,449 $ - Adoption of ASC 842 - operating lease liability $ (2,536 ) $ - Taxes accrued for repurchase of restricted shares $ 32 $ - Investing Acquisition of property and equipment $ - $ 16 Stock offering costs in other accrued expenses $ 53 $ - |
Equity
Equity | 3 Months Ended |
Mar. 31, 2019 | |
Equity [Abstract] | |
Equity | 15. EQUITY On January 25, 2019, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with H.C. Wainwright& Co., LLC (“Wainwright”) with respect to the issuance and sale of an aggregate of 9,333,334 shares (the “Firm Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), in an underwritten public offering. Pursuant to the Underwriting Agreement, the Company also granted Wainwright an option, exercisable for 30 days, to purchase an additional 1,400,000 shares of Common Stock. The option expired unexercised. The Firm Shares were offered to the public at a price of $0.75 per Share. Wainwright purchased the Firm Shares from the Company pursuant to the Underwriting Agreement at an effective price of $0.6975 per share. The Company received net proceeds, after deducting underwriter discounts and commissions and other expenses related to the offering, in the amount of approximately $6.1 million. The Company intends to use the net proceeds from the offering for working capital, capital expenditures, business development and research and development expenditures, and acquisition of new technologies and businesses. |
Warrants
Warrants | 3 Months Ended |
Mar. 31, 2019 | |
Warrants | |
Warrants | 16. WARRANTS In connection with the Wainwright underwritten public offering, the Company issued to Wainwright’s designees warrants (the “Underwriter Warrants”) to purchase up to 654,334 shares of Common Stock (representing 7% of the aggregate number of Firm Shares), at an exercise price of $0.9375 per share (representing 125% of the public offering price). The Underwriter Warrants are exercisable immediately and expire three years from the date of issuance. There was no warrant exercise activity for the three months ended March 31, 2019. Warrants outstanding for the period ended March 31, 2019 are as follows: Description Classification Exercise Price Expiration Date Warrants Issued Warrants Exercised Warrants Cancelled/ Expired Balance December 31,2018 Balance March 31,2019 Private Placement Warrants, issued January 25, 2017 Equity $ 4.69 June 2022 855,000 - - 855,000 855,000 RedPath Warrants,issued March 22, 2017 Equity $ 4.69 September 2022 100,000 - - 100,000 100,000 Underwriters Warrants,issued June 21, 2017 Liability $ 1.32 December 2022 575,000 - (40,000 ) 535,000 535,000 Base & Overallotment Warrants,issued June 21, 2017 Equity $ 1.25 June 2022 14,375,000 (5,672,852 ) - 8,702,148 8,702,148 Vendor Warrants,issued August 6, 2017 Equity $ 1.25 August 2020 150,000 - - 150,000 150,000 Warrants issued October 12, 2017 Equity $ 1.80 April 2022 3,200,000 - - 3,200,000 3,200,000 Underwriters Warrants,issued January 25, 2019 Equity $ 0.9375 January 2022 654,334 - - - 654,334 19,909,334 (5,672,852 ) (40,000 ) 13,542,148 14,196,482 |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Changes and Error Corrections [Abstract] | |
Recent Accounting Pronouncements | 17. RECENT ACCOUNTING PRONOUNCEMENTS Recently adopted standards In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which is effective for public companies for annual reporting periods beginning after December 15, 2018, including interim periods within those fiscal years. Topic 842 establishes a right-of-use model that requires a lessee to record a right-of-use asset and a lease liability, measured on a discounted basis, on the balance sheet for all leases with terms longer than 12 months. Leases are to be classified as either finance or operating leases, with such classification affecting the pattern or expense recognition in the statement of operations. We adopted this new standard as of January 1, 2019, by using the alternative modified transition method. See Note 3, Significant Accounting Policies |
Subsequent Event
Subsequent Event | 3 Months Ended |
Mar. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Event | 18. SUBSEQUENT EVENT As previously disclosed on the Company’s Current Report on Form 8-K, filed with the SEC on April 18, 2019, we were notified by NASDAQ on April 16, 2019 that we were no longer in compliance with the minimum bid price requirement of NASDAQ. Nasdaq Listing Rule 5550(a)(2) requires listed securities to maintain a minimum bid price of at least $1.00 per share, and Listing Rule 5810(c)(3)(A) provides that a failure to meet the minimum bid price requirement exists if the deficiency continues for a period of thirty (30) consecutive business days. Based on the closing bid price of our common stock for the thirty (30) consecutive business days from March 5, 2019 to April 15, 2019, we no longer meet the minimum bid price requirement. The Notification Letter does not impact our listing on The Nasdaq Capital Market at this time. We have 180 calendar days or until October 14, 2019 to regain compliance with this requirement or face delisting. To regain compliance, the bid price of our common stock must have a closing bid price of at least $1.00 per share for a minimum of 10 consecutive business days. We may be eligible for an additional 180 calendar day compliance period if we do not regain compliance by October 14, 2019. To qualify, we would be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the bid price requirement, and would need to provide written notice of our intention to cure the deficiency during the second compliance period, by effecting a reverse stock split, if necessary. However, if it appears to the staff of Nasdaq (the “Staff”) that we will not be able to cure the deficiency, or if we are otherwise not eligible, Nasdaq would notify us that our securities would be subject to delisting. In the event of such a notification, we may appeal the Staff’s determination to delist its securities, but there can be no assurance the Staff would grant our request for continued listing. We are currently considering available options to regain compliance. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
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 Services We are a fully integrated commercial and bioinformatics company that develops and provides clinically useful molecular diagnostic tests and pathology services. We develop and commercialize genomic tests and related first line assays principally focused on early detection of patients with indeterminate biopsies and at high risk of cancer using the latest technology to help personalized medicine and improve patient diagnosis and management. Our tests and services provide mutational analysis of genomic material contained in suspicious cysts, nodules and lesions with the goal of better informing treatment decisions in patients at risk of thyroid, pancreatic, and other cancers. The molecular diagnostic tests we offer enable healthcare providers to better assess cancer risk, helping to avoid unnecessary surgical treatment in patients at low risk. We currently have four commercialized molecular diagnostic tests in the marketplace for which we are receiving reimbursement: PancraGEN ® ® ® ® ® ® ® ® ® ® Revenue from Contracts with Customers (ASC 606) The Company derives its revenues from the performance of its proprietary tests. The Company’s performance obligation is fulfilled upon completion, review and release of test results to the customer. The Company subsequently bills third-party payers or direct-bill payers for the proprietary tests performed. 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. The Company regularly reviews the ultimate amounts received from the third-party and direct-bill payers and related estimated reimbursement rates and adjusts the NRV’s and related contractual allowances accordingly. If actual collections and related NRV’s vary significantly from our estimates, we will adjust the estimates of contractual allowances, which would affect net revenue in the period such variances become known. Disaggregated Revenues We operate in a single operating segment and, therefore, the results of our operations are reported on a consolidated basis for purposes of segment reporting, which is consistent with internal management reporting. For the three-month periods ended March 31, 2019 and 2018, substantially all of the Company’s revenues were derived from its Gastrointestinal and Endocrine molecular diagnostic tests. Financing and Payment For non-Medicare claims, our payment terms vary by payer category. Payment terms for direct-payers are typically thirty 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. Costs to Obtain or Fulfill a Customer Contract Sales commissions are expensed when incurred because the amortization period would have been one year or less. 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 proprietary molecular diagnostic tests. The Company’s 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 directly bills the hospital or service provider. Accounts receivable is recognized for all payer groups net of contractual adjustment and net of estimated uncollectable amounts. Contractual adjustments represent the difference between the list prices and the reimbursement rate set by third party payers, including Medicare, commercial payers, or amounts billed directly to hospitals and service providers. Specific accounts may be written off after several appeals, which in some cases may take longer than twelve months. |
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 6, Leases |
Other Current Assets | Other Current Assets Other current assets consisted of the following as of March 31, 2019 and December 31, 2018: March 31, 2019 December 31, 2018 (unaudited) Indemnification assets $ 875 $ 875 Prepaid expenses 941 1,230 Other 72 65 Total other current assets $ 1,888 $ 2,170 |
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 nine 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. |
Discontinued Operations | Discontinued Operations The Company accounts for business dispositions and its businesses held for sale in accordance with ASC 205-20, Discontinued Operations (“ASC 205-20”) Discontinued Operations |
Basic and Diluted Net Loss per Share | Basic and Diluted Net Loss per Share A reconciliation of the number of shares of common stock used in the calculation of basic and diluted loss per share for the three-month periods ended March 31, 2019 and 2018 is as follows: Three Months Ended March 31, 2019 2018 (unaudited) Basic weighted average number of common shares 35,147 27,855 Potential dilutive effect of stock-based awards - - Diluted weighted average number of common shares 35,147 27,855 The following outstanding stock-based awards were excluded from the computation of the effect of dilutive securities on loss per share for the following periods because they would have been anti-dilutive: Three Months Ended March 31, 2019 2018 (unaudited) Options 3,936 2,256 Stock-settled stock appreciation rights (SARs) 25 84 Restricted stock units (RSUs) 607 220 Warrants 14,196 13,542 18,764 16,102 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Schedule of Other Current Assets | Other current assets consisted of the following as of March 31, 2019 and December 31, 2018: March 31, 2019 December 31, 2018 (unaudited) Indemnification assets $ 875 $ 875 Prepaid expenses 941 1,230 Other 72 65 Total other current assets $ 1,888 $ 2,170 |
Schedule of Weighted Average Number of Shares | A reconciliation of the number of shares of common stock used in the calculation of basic and diluted loss per share for the three-month periods ended March 31, 2019 and 2018 is as follows: Three Months Ended March 31, 2019 2018 (unaudited) Basic weighted average number of common shares 35,147 27,855 Potential dilutive effect of stock-based awards - - Diluted weighted average number of common shares 35,147 27,855 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following outstanding stock-based awards were excluded from the computation of the effect of dilutive securities on loss per share for the following periods because they would have been anti-dilutive: Three Months Ended March 31, 2019 2018 (unaudited) Options 3,936 2,256 Stock-settled stock appreciation rights (SARs) 25 84 Restricted stock units (RSUs) 607 220 Warrants 14,196 13,542 18,764 16,102 |
Other Intangible Assets (Tables
Other Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Identifiable Intangible Assets Carrying Value | The net carrying value of the identifiable intangible assets as of March 31, 2019 and December 31, 2018 are as follows: As of March 31, 2019 As of December 31, 2018 (unaudited) Life Carrying Carrying (Years) Amount Amount Diagnostic assets: Asuragen acquisition: Thyroid 9 $ 8,519 $ 8,519 RedPath acquisition: Pancreas test 7 16,141 16,141 Barrett’s test 9 18,351 18,351 Total $ 43,011 $ 43,011 Diagnostic lab: CLIA Lab 2.3 $ 609 $ 609 Accumulated Amortization $ (14,580 ) $ (10,515 ) Net Carrying Value $ 29,040 $ 33,105 |
Schedule of Future Estimated Amortization Expense | Estimated amortization expense for the next five years is as follows, based on current assumptions of future product launches: 2019 2020 2021 2022 2023 $ 3,252 $ 4,272 $ 4,908 $ 2,987 $ 2,987 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Instrument Measured on Recurring Basis | The valuation methodologies used for the Company’s financial instruments measured on a recurring basis at fair value, including the general classification of such instruments pursuant to the valuation hierarchy, is set forth in the tables below: As of March 31, 2019 Fair Value Measurements Carrying Fair As of March 31, 2019 Amount Value Level 1 Level 2 Level 3 (unaudited) Liabilities: Contingent consideration: Asuragen (1) $ 3,136 $ 3,136 $ - $ - $ 3,136 Other long-term liabilities: Warrant liability (2) 358 358 - - 358 $ 3,494 $ 3,494 $ - $ - $ 3,494 As of December 31, 2018 Fair Value Measurements Carrying Fair As of December 31, 2018 Amount Value Level 1 Level 2 Level 3 Liabilities: Contingent consideration: Asuragen (1) $ 3,127 $ 3,127 $ - $ - $ 3,127 Other long-term liabilities: Warrant liability (2) 361 361 - - 361 $ 3,488 $ 3,488 $ - $ - $ 3,488 (1)(2) 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 and the Underwriters’ Warrants to March 31, 2019 is as follows: Cancellation Adjustment of Obligation/ to Fair Value/ December 31, 2018 Payments Accretion Conversions Exercises Mark to Market March 31, 2019 (unaudited) Asuragen $ 3,127 $ (120 ) $ 129 $ - $ - $ 3,136 Underwriters Warrants 361 - - - (3 ) 358 $ 3,488 $ (120 ) $ 129 $ - $ (3 ) $ 3,494 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
Schedule of Operating Leases | The table below presents the lease-related assets and liabilities recorded in the Condensed Consolidated Balance Sheet: Classification on the Balance Sheet March 31, 2019 (unaudited) Assets Operating lease assets Operating lease assets $ 2,320 Total lease assets $ 2,320 Liabilities Current Operating lease liabilities Other accrued expenses $ 526 Noncurrent Operating lease liabilities Operating lease liabilities 1,899 Total lease liabilities $ 2,425 |
Schedule of Maturities of Operating Lease Liabilties | The table below reconciles the undiscounted cash flows to the operating lease liabilities recorded on the Company’s Condensed Consolidated Balance Sheet as of March 31, 2019: Operating Leases (unaudited) 2019 $ 495 2020 675 2021 671 2022 629 2023 250 Total minimum lease payments 2,720 Less: amount of lease payments representing effects of discounting 295 Present value of future minimum lease payments 2,425 Less: current obligations under leases 526 Long-term lease obligations $ 1,899 |
Schedule of Future Minimum Lease Payments Under Non-Cancelable Leases | As of December 31, 2018, contractual obligations with terms exceeding one year and estimated minimum future rental payments required by non-cancelable operating leases with initial or remaining lease terms exceeding one year were as follows: Less than 1 to 3 3 to 5 After Total 1 Year Years Years 5 Years Operating lease obligations $ 2,814 $ 613 $ 1,322 $ 879 $ - Contractual obligation - - - - - Total $ 2,814 $ 613 $ 1,322 $ 879 $ - |
Accrued Expenses and Long-ter_2
Accrued Expenses and Long-term Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Payables and Accruals [Abstract] | |
Schedule of Other Accrued Expenses | Other accrued expenses consisted of the following as of March 31, 2019 and December 31, 2018: March 31, 2019 December 31, 2018 (unaudited) Accrued royalties $ 1,670 $ 1,399 Indemnification liability 875 875 Contingent consideration 510 434 Accrued professional fees 648 701 Operating lease liability 526 - Taxes payable 306 285 Unclaimed property 565 565 All others 913 832 Total other accrued expenses $ 6,013 $ 5,091 |
Schedule of Long Term Liabilities | Long-term liabilities consisted of the following as of March 31, 2019 and December 31, 2018: March 31, 2019 December 31, 2018 (unaudited) Warrant liability $ 358 $ 361 Uncertain tax positions 3,895 3,838 Other - 120 Total other long-term liabilities $ 4,253 $ 4,319 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions | The following table provides the weighted average assumptions used in determining the fair value of the stock option awards granted during the three month periods ended March 31, 2019 and 2018. March 31, 2019 March 31, 2018 (unaudited) (unaudited) Risk-free interest rate 2.51% 2.65% Expected life 6.0 years 6.0 years Expected volatility 127.81% 126.93% Dividend yield - - |
Income Taxes (Tables)
Income Taxes (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate Reconciliation | The following table summarizes income tax expense on (loss) income from continuing operations and the effective tax rate for the three-month periods ended March 31, 2019 and 2018: Three Months Ended March 31, 2019 2018 (unaudited) Provision (benefit) from income tax $ 5 $ 6 Effective income tax rate (0.1 %) (0.2 %) |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Discontinued Operations Amount Recognized in Balance Sheet | The components of liabilities classified as discontinued operations relate to Commercial Services and consist of the following as of March 31, 2019 and December 31, 2018: March 31, 2019 December 31, 2018 (unaudited) Accounts payable $ 192 $ 192 Other 726 726 Current liabilities from discontinued operations 918 918 Total liabilities $ 918 $ 918 |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Supplemental Disclosure of Cash flow Information | The following table represents cash flows used in the Company’s discontinued operations for the three months ended March 31, 2019 and 2018: Three Months Ended March 31, 2019 2018 (unaudited) Net cash used in operating activities of discontinued operations $ - $ (315 ) Supplemental Disclosures of Non Cash Activities (in thousands) Three Months Ended March 31, 2019 2018 (unaudited) Operating Adoption of ASC 606 $ - $ 2,500 Adoption of ASC 842 - right of use asset $ 2,449 $ - Adoption of ASC 842 - operating lease liability $ (2,536 ) $ - Taxes accrued for repurchase of restricted shares $ 32 $ - Investing Acquisition of property and equipment $ - $ 16 Stock offering costs in other accrued expenses $ 53 $ - |
Warrants (Tables)
Warrants (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Warrants | |
Schedule of Warrants Outstanding and Warrants Activity | There was no warrant exercise activity for the three months ended March 31, 2019. Warrants outstanding for the period ended March 31, 2019 are as follows: Description Classification Exercise Price Expiration Date Warrants Issued Warrants Exercised Warrants Cancelled/ Expired Balance December 31,2018 Balance March 31,2019 Private Placement Warrants, issued January 25, 2017 Equity $ 4.69 June 2022 855,000 - - 855,000 855,000 RedPath Warrants,issued March 22, 2017 Equity $ 4.69 September 2022 100,000 - - 100,000 100,000 Underwriters Warrants,issued June 21, 2017 Liability $ 1.32 December 2022 575,000 - (40,000 ) 535,000 535,000 Base & Overallotment Warrants,issued June 21, 2017 Equity $ 1.25 June 2022 14,375,000 (5,672,852 ) - 8,702,148 8,702,148 Vendor Warrants,issued August 6, 2017 Equity $ 1.25 August 2020 150,000 - - 150,000 150,000 Warrants issued October 12, 2017 Equity $ 1.80 April 2022 3,200,000 - - 3,200,000 3,200,000 Underwriters Warrants,issued January 25, 2019 Equity $ 0.9375 January 2022 654,334 - - - 654,334 19,909,334 (5,672,852 ) (40,000 ) 13,542,148 14,196,482 |
Liquidity (Details Narrative)
Liquidity (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | |||
Nov. 30, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Cash and cash equivalents | $ 9,124 | $ 12,645 | $ 6,068 | $ 15,199 | |
Accounts receivable, net | 11,221 | 9,483 | |||
Total current assets | 22,233 | 17,721 | |||
Total current liabilities | 9,832 | $ 8,492 | |||
Net loss | 3,419 | 3,193 | |||
Net cash used in operating activities | 2,960 | $ 2,494 | |||
Line of credit facility | |||||
Silicon Valley Bank [Member] | |||||
Line of credit facility | $ 850 | $ 4,000 | |||
Term loan draw date | Jun. 30, 2019 | ||||
Line of credit facility term loan | 3 years | ||||
Line of credit facility, description | The proceeds of the term loan are expected to be used for laboratory capital expenditures and will be repaid monthly. The term loan draw date will be on or before June 30, 2019. The borrowing limit of the revolving line of credit is the lower of 80% of the Company’s eligible accounts receivable (as adjusted by SVB) and the aggregate amount of cash collections with respect to accounts receivable during the three prior calendar months. | The amount that may be borrowed under the Revolving Line is the lower of (i) $4.0 million or (ii) 80% of the Company’s eligible accounts receivable (as adjusted by SVB) minus any outstanding amounts under the Term Loan. Revolving Line outstanding amounts incur interest at a rate per annum equal to the Prime Rate plus 0.5%. The Company is also required to pay an unused Revolving Line facility fee monthly in arrears in an amount equal to 0.35% per annum of the average unused but available portion of the Revolving Line. | |||
Line of credit, percentage | 0.50% | 5.00% | |||
Silicon Valley Bank [Member] | Prime Rate [Member] | |||||
Line of credit, percentage | 5.00% | 5.00% | |||
Silicon Valley Bank [Member] | April 2, 2019 [Member] | |||||
Line of credit reserved amount | $ 250 | ||||
Silicon Valley Bank [Member] | November 2021 [Member] | |||||
Line of credit facility | $ 3,150 | ||||
Line of credit facility, revolving credit conversion to term loan, description | The term loan draw date will be on or before June 30, 2019. The $3.15 million balance of the Line of Credit is available for working capital purposes as a revolving line of credit and has a three-year term, ending November 2021 | ||||
Silicon Valley Bank [Member] | Maximum [Member] | |||||
Line of credit facility | $ 4,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Schedule of Other Current Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Accounting Policies [Abstract] | ||
Indemnification assets | $ 875 | $ 875 |
Prepaid assets | 941 | 1,230 |
Other | 72 | 65 |
Total other current assets | $ 1,888 | $ 2,170 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Weighted Average Number of Shares (Details) - shares | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Accounting Policies [Abstract] | ||
Basic weighted average number of common shares | 35,147,000 | 27,855,000 |
Potential dilutive effect of stock-based awards | ||
Diluted weighted average number of common shares | 35,147,000 | 27,855,000 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share | 18,764,000 | 16,102,000 |
Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share | 3,936,000 | 2,256,000 |
Stock-Settled Stock Appreciation Rights (SARs) [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share | 25,000 | 84,000 |
Restricted Stock Units (RSUs) [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share | 607,000 | 220,000 |
Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share | 14,196,000 | 13,542,000 |
Other Intangible Assets (Detail
Other Intangible Assets (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense | $ 800 | $ 800 |
Other Intangible Assets - Sched
Other Intangible Assets - Schedule of Identifiable Intangible Assets Carrying Value (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Finite-lived Intangible Assets, Accumulated Amortization | $ (14,580) | $ (13,767) |
Finite-lived Intangible Assets, Net Carrying Value | $ 29,040 | $ 29,853 |
Diagnostic Assets, Thyroid [Member] | Asuragen Acquisition [Member] | ||
Finite-lived Intangible Asset, Useful Life (Years) | 9 years | 9 years |
Finite-lived Intangible Assets, Gross | $ 8,519 | $ 8,519 |
Diagnostic Assets, Pancreas Test [Member] | RedPath Acquisition [Member] | ||
Finite-lived Intangible Asset, Useful Life (Years) | 7 years | 7 years |
Finite-lived Intangible Assets, Gross | $ 16,141 | $ 16,141 |
Diagnostic Assets, Barrett's Test [Member] | RedPath Acquisition [Member] | ||
Finite-lived Intangible Asset, Useful Life (Years) | 9 years | 9 years |
Finite-lived Intangible Assets, Gross | $ 18,351 | $ 18,351 |
Diagnostic Lab, CLIA Lab [Member] | ||
Finite-lived Intangible Asset, Useful Life (Years) | 2 years 3 months 19 days | 2 years 3 months 19 days |
Finite-lived Intangible Assets, Gross | $ 609 | $ 609 |
Diagnostic Assets [Member] | ||
Finite-lived Intangible Assets, Gross | $ 43,011 | $ 43,011 |
Other Intangible Assets - Sch_2
Other Intangible Assets - Schedule of Future Estimated Amortization Expense (Details) $ in Thousands | Mar. 31, 2019USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2019 | $ 3,252 |
2020 | 4,272 |
2021 | 4,908 |
2022 | 2,987 |
2023 | $ 2,987 |
Fair Value Measurements (Detail
Fair Value Measurements (Details Narrative) | Jun. 21, 2017shares |
Underwriter Warrants [Member] | |
Warrant to purchase shares of common stock | 575,000 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Financial Instrument Measured on Recurring Basis (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 | |
Reported Value Measurement [Member] | |||
Warrant liability | [1] | $ 358 | $ 361 |
Fair value of liabilities | 3,494 | 3,488 | |
Fair Value Measurements [Member] | |||
Warrant liability | [1] | 358 | 361 |
Fair value of liabilities | 3,494 | 3,488 | |
Level 1 [Member] | |||
Warrant liability | [1] | ||
Fair value of liabilities | |||
Level 2 [Member] | |||
Warrant liability | [1] | ||
Fair value of liabilities | |||
Level 3 [Member] | |||
Warrant liability | [1] | 358 | 361 |
Fair value of liabilities | 3,494 | 3,488 | |
Asuragen [Member] | |||
Contingent consideration | [1] | 3,136 | 3,127 |
Asuragen [Member] | Fair Value Measurements [Member] | |||
Contingent consideration | [1] | 3,136 | 3,127 |
Asuragen [Member] | Level 1 [Member] | |||
Contingent consideration | [1] | ||
Asuragen [Member] | Level 2 [Member] | |||
Contingent consideration | [1] | ||
Asuragen [Member] | Level 3 [Member] | |||
Contingent consideration | [1] | $ 3,136 | $ 3,127 |
[1] | See Note 8, Accrued Expenses and Long-Term Liabilities |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Beginning Balance | $ 3,488 |
Payments | (120) |
Accretion | 129 |
Cancellation of Obligation/Conversions Exercises | |
Adjustment to fair value/Mark to Market | (3) |
Ending Balance | 3,494 |
Underwriter Warrants[Member] | |
Beginning Balance | 361 |
Payments | |
Accretion | |
Cancellation of Obligation/Conversions Exercises | |
Adjustment to fair value/Mark to Market | (3) |
Ending Balance | 358 |
Asuragen [Member] | |
Beginning Balance | 3,127 |
Payments | (120) |
Accretion | 129 |
Cancellation of Obligation/Conversions Exercises | |
Adjustment to fair value/Mark to Market | |
Ending Balance | $ 3,136 |
Leases (Details Narrative)
Leases (Details Narrative) $ in Thousands | Mar. 31, 2019USD ($) |
Leases [Abstract] | |
Right-of-use lease assets | $ 2,400 |
Lease liabilities | 2,425 |
Cumulative adjustment to opening accumulated deficit | $ 100 |
Operating lease term | 4 years 1 month 6 days |
Weighted average discount rate leases percentage | 6.00% |
Leases - Schedule of Operating
Leases - Schedule of Operating Leases (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Operating lease assets | $ 2,320 | |
Current operating lease liabilities | 526 | |
Noncurrent operating lease liabilities | 1,899 | |
Total lease liabilities | 2,425 | |
Operating Lease Assets [Member] | ||
Operating lease assets | 2,320 | |
Other Accrued Expenses [Member] | ||
Current operating lease liabilities | 526 | |
Operating Lease Liabilities [Member] | ||
Noncurrent operating lease liabilities | $ 1,899 |
Leases - Schedule of Maturities
Leases - Schedule of Maturities of Operating Lease Liabilties (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Leases [Abstract] | ||
2019 | $ 495 | |
2020 | 675 | |
2021 | 671 | |
2022 | 629 | |
2023 | 250 | |
Total minimum lease payments | 2,720 | |
Less: amount of lease payments representing effects of discounting | 295 | |
Present value of future minimum lease payments | 2,425 | |
Less: current obligations under leases | 526 | |
Total lease liabilities | $ 1,899 |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Lease Payments Under Non-Cancelable Leases (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Leases [Abstract] | |
Operating lease obligations, Less than 1 Year | $ 2,814 |
Operating lease obligations, 1 to 3 Years | 613 |
Operating lease obligations, 3 to 5 Years | 1,322 |
Operating lease obligations, After 5 Years | 879 |
Operating lease obligations, Total | |
Capital lease obligations, Less than 1 Year | |
Capital lease obligations, 1 to 3 Years | |
Capital lease obligations, 3 to 5 Years | |
Capital lease obligations, After 5 Years | |
Capital lease obligations, Total | |
Total minimum payments, Less than 1 Year | 2,814 |
Total minimum payments, 1 to 3 Years | 613 |
Total minimum payments, 3 to 5 Years | 1,322 |
Total minimum payments, After 5 Years | 879 |
Total minimum payments |
Accrued Expenses and Long-ter_3
Accrued Expenses and Long-term Liabilities - Schedule of Other Accrued Expenses (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Payables and Accruals [Abstract] | ||
Accrued royalties | $ 1,670 | $ 1,399 |
Indemnification liability | 875 | 875 |
Contingent consideration | 510 | 434 |
Accrued professional fees | 648 | 701 |
Operating lease liability | 526 | |
Taxes payable | 306 | 285 |
Unclaimed property | 565 | 565 |
All others | 913 | 832 |
Total other accrued expenses | $ 6,013 | $ 5,091 |
Accrued Expenses and Long-ter_4
Accrued Expenses and Long-term Liabilities - Schedule of Long Term Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Payables and Accruals [Abstract] | ||
Warrant liability | $ 358 | $ 361 |
Uncertain tax positions | 3,895 | 3,838 |
Other | 120 | |
Total other long-term liabilities | $ 4,253 | $ 4,319 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Share-based compensation expense | $ 538 | $ 597 |
Stock Incentive Plan [Member] | ||
Share-based compensation arrangement by share-based payment award, description | Stock options have been granted with an exercise price equal to the market value of the common stock on the date of grant, expire 10 years from the date they are granted, and generally vested over a one to three-year period for employees and members of the Board of Directors. Upon exercise, new shares will be issued by the Company. The Company granted stock options in 2017 which vest monthly over a one-year period. SARs are generally granted with a grant price equal to the market value of the common stock on the date of grant, vest one-third each year on the anniversary of the date of grant and expire five years from the date of grant. The restricted shares and restricted stock units granted to employees generally have a three-year graded vesting period and are subject to accelerated vesting and forfeiture under certain circumstances. | |
Share-based compensation arrangement, options, grants in period, gross | 1,105,440 | |
Share-based compensation arrangements, options, grants in period, weighted average exercise price | $ 0.98 | |
Stock Incentive Plan [Member] | Restricted Stock Units (RSUs) [Member] | ||
Share-based compensation arrangement, options, grants in period, gross | 276,360 | |
Share-based compensation arrangement, award vesting period | 3 years |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions (Details) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Share-based Payment Arrangement [Abstract] | ||
Risk-free interest rate | 2.51% | 2.65% |
Expected life | 6 years | 6 years |
Expected volatility | 127.81% | 126.93% |
Dividend yield | 0.00% | 0.00% |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Provision (benefit) from income tax | $ 5 | $ 6 |
Effective income tax rate | (0.10%) | (0.20%) |
Discontinued Operations - Sched
Discontinued Operations - Schedule of Discontinued Operations Amount Recognized in Balance Sheet (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Discontinued Operations and Disposal Groups [Abstract] | ||
Accounts payable | $ 192 | $ 192 |
Other | 726 | 726 |
Current liabilities from discontinued operations | 918 | 918 |
Total liabilities | $ 918 | $ 918 |
Line of Credit (Details Narrati
Line of Credit (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended |
Nov. 30, 2018 | Mar. 31, 2019 | |
Line of credit | ||
Silicon Valley Bank [Member] | ||
Line of credit | $ 850 | 4,000 |
Liine of credit outstanding accounts receivable | $ 4,000 | |
Line of credit, percentage | 0.50% | 5.00% |
Line of credit facility, description | The proceeds of the term loan are expected to be used for laboratory capital expenditures and will be repaid monthly. The term loan draw date will be on or before June 30, 2019. The borrowing limit of the revolving line of credit is the lower of 80% of the Company’s eligible accounts receivable (as adjusted by SVB) and the aggregate amount of cash collections with respect to accounts receivable during the three prior calendar months. | The amount that may be borrowed under the Revolving Line is the lower of (i) $4.0 million or (ii) 80% of the Company’s eligible accounts receivable (as adjusted by SVB) minus any outstanding amounts under the Term Loan. Revolving Line outstanding amounts incur interest at a rate per annum equal to the Prime Rate plus 0.5%. The Company is also required to pay an unused Revolving Line facility fee monthly in arrears in an amount equal to 0.35% per annum of the average unused but available portion of the Revolving Line. |
Silicon Valley Bank [Member] | Prime Rate [Member] | ||
Line of credit, percentage | 5.00% | 5.00% |
Silicon Valley Bank [Member] | Term Loan [Member] | ||
Line of credit | $ 850 | |
Silicon Valley Bank [Member] | Term Loan [Member] | June 30, 2019 [Member] | ||
Line of credit | $ 850 |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information - Schedule of Supplemental Disclosure of Cash flow Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Supplemental Cash Flow Elements [Abstract] | ||
Net cash used in operating activities of discontinued operations | $ 2,500 | |
Adoption of ASC 606 | 2,500 | |
Adoption of ASC 842 - right of use asset | 2,449 | |
Adoption of ASC 842 - operating lease liability | (2,536) | |
Taxes accrued for repurchase of restricted shares | 32 | |
Acquisition of property and equipment | 16 | |
Stock offering costs in other accrued expenses | $ 53 |
Equity (Details Narrative)
Equity (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Jan. 25, 2019 | Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 |
Common stock, par value | $ 0.01 | $ 0.01 | ||
Received net proceeds | $ 6,015 | |||
Underwriting Agreement [Member] | ||||
Aggregate of shares issued | 9,333,334 | |||
Common stock, par value | $ 0.01 | |||
Options granted | 1,400,000 | |||
Common stock price, per share | $ 0.75 | |||
Effective price per share | $ 0.6975 | |||
Received net proceeds | $ 6,100 |
Warrants (Details Narrative)
Warrants (Details Narrative) - Underwriting Agreement [Member] | 3 Months Ended |
Mar. 31, 2019$ / sharesshares | |
Warrants to purchase shares of common stock | shares | 654,334 |
Warrants exercise price description | The Company issued to Wainwright’s designees warrants (the “Underwriter Warrants”) to purchase up to 654,334 shares of Common Stock (representing 7% of the aggregate number of Firm Shares), at an exercise price of $0.9375 per share (representing 125% of the public offering price). |
Percentage on aggregate number of firm shares issued | 7.00% |
Warrant exercise price | $ / shares | $ 0.9375 |
Percentage on public offering price issued | 125.00% |
Warrants - Schedule of Warrants
Warrants - Schedule of Warrants Outstanding and Warrants Activity (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2019 | Dec. 31, 2018 | |
Warrants Issued | 19,909,334 | |
Warrants Exercised | (5,672,852) | |
Warrants Cancelled/Expired | (40,000) | |
Warrants | 13,542,148 | 14,196,482 |
Private Placement Warrants[Member] | ||
Description | Private Placement Warrants, issued January 25, 2017 | |
Classification | Equity | |
Exercise Price | $ 4.69 | |
Expiration Date | June 2022 | |
Warrants Issued | 855,000 | |
Warrants Exercised | ||
Warrants Cancelled/Expired | ||
Warrants | 855,000 | 855,000 |
RedPath Warrants[Member] | ||
Description | RedPath Warrants, issued March 22, 2017 | |
Classification | Equity | |
Exercise Price | $ 4.69 | |
Expiration Date | September 2022 | |
Warrants Issued | 100,000 | |
Warrants Exercised | ||
Warrants Cancelled/Expired | ||
Warrants | 100,000 | 100,000 |
Underwriter Warrants[Member] | ||
Description | Underwriters Warrants, issued June 21, 2017 | |
Classification | Liability | |
Exercise Price | $ 1.32 | |
Expiration Date | December 2022 | |
Warrants Issued | 575,000 | |
Warrants Exercised | ||
Warrants Cancelled/Expired | (40,000) | |
Warrants | 535,000 | 535,000 |
Base & Overallotment Warrants [Member] | ||
Description | Base & Overallotment Warrants, issued June 21, 2017 | |
Classification | Equity | |
Exercise Price | $ 1.25 | |
Expiration Date | June 2022 | |
Warrants Issued | 14,375,000 | |
Warrants Exercised | (5,672,852) | |
Warrants Cancelled/Expired | ||
Warrants | 8,702,148 | 8,702,148 |
Vendor Warrants [Member] | ||
Description | Vendor Warrants, issued August 6, 2017 | |
Classification | Equity | |
Exercise Price | $ 1.25 | |
Expiration Date | August 2020 | |
Warrants Issued | 150,000 | |
Warrants Exercised | ||
Warrants Cancelled/Expired | ||
Warrants | 150,000 | 150,000 |
Warrants Issued [Member] | ||
Description | Warrants issued October 12, 2017 | |
Classification | Equity | |
Exercise Price | $ 1.80 | |
Expiration Date | April 2022 | |
Warrants Issued | 3,200,000 | |
Warrants Exercised | ||
Warrants Cancelled/Expired | ||
Warrants | 3,200,000 | 3,200,000 |
Underwriters Warrants [Member] | ||
Description | Underwriters Warrants,issued January 25, 2019 | |
Classification | Equity | |
Exercise Price | $ 0.9375 | |
Expiration Date | January 2022 | |
Warrants Issued | 654,334 | |
Warrants Exercised | ||
Warrants Cancelled/Expired | ||
Warrants | 654,334 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Subsequent Event [Member] | Apr. 18, 2019 |
Securities compliance description | Nasdaq Listing Rule 5550(a)(2) requires listed securities to maintain a minimum bid price of at least $1.00 per share, and Listing Rule 5810(c)(3)(A) provides that a failure to meet the minimum bid price requirement exists if the deficiency continues for a period of thirty (30) consecutive business days. |
Regain compliance description | To regain compliance, the bid price of our common stock must have a closing bid price of at least $1.00 per share for a minimum of 10 consecutive business days. |