Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2020 | Oct. 09, 2020 | |
Cover [Abstract] | ||
Entity Registrant Name | INTERPACE BIOSCIENCES, INC. | |
Entity Central Index Key | 0001054102 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2020 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business Flag | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 4,041,595 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2020 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 15,106 | $ 2,321 |
Accounts receivable, net of allowance for doubtful accounts of $275 and $25, respectively | 7,239 | 10,197 |
Other current assets | 3,751 | 3,851 |
Total current assets | 26,096 | 16,369 |
Property and equipment, net | 7,249 | 6,814 |
Other intangible assets, net | 31,439 | 33,501 |
Goodwill | 8,433 | 8,433 |
Operating lease right of use assets | 5,172 | 3,892 |
Other long-term assets | 42 | 42 |
Total assets | 78,431 | 69,051 |
Current liabilities: | ||
Accounts payable | 3,348 | 4,812 |
Accrued salary and bonus | 2,247 | 2,341 |
Other accrued expenses | 9,737 | 9,379 |
Current liabilities from discontinued operations | 766 | 766 |
Total current liabilities | 16,098 | 17,298 |
Contingent consideration | 2,207 | 2,391 |
Operating lease liabilities, net of current portion | 3,940 | 2,591 |
Line of credit | 3,400 | 3,000 |
Other long-term liabilities | 4,557 | 4,573 |
Total liabilities | 30,202 | 29,853 |
Commitments and contingencies (Note 8) | ||
Preferred stock, $.01 par value; 5,000,000 shares authorized, 270 Series A shares issued and outstanding 47,000 Series B shares issued and outstanding | ||
Stockholders' equity: | ||
Common stock, $.01 par value; 100,000,000 shares authorized; 4,055,454 and 3,932,370 shares issued, respectively; 4,036,595 and 3,920,589 shares outstanding, respectively | 402 | 393 |
Additional paid-in capital | 182,980 | 182,514 |
Accumulated deficit | (179,919) | (168,160) |
Treasury stock, at cost (18,859 and 11,781 shares, respectively) | (1,770) | (1,721) |
Total stockholders' equity | 1,693 | 13,026 |
Total liabilities and stockholders' equity | 31,895 | 42,879 |
Total liabilities, preferred stock and stockholders' equity | 78,431 | 69,051 |
Series A [Member] | ||
Current liabilities: | ||
Preferred stock, $.01 par value; 5,000,000 shares authorized, 270 Series A shares issued and outstanding 47,000 Series B shares issued and outstanding | 26,172 | |
Series B [Member] | ||
Current liabilities: | ||
Preferred stock, $.01 par value; 5,000,000 shares authorized, 270 Series A shares issued and outstanding 47,000 Series B shares issued and outstanding | $ 46,536 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Allowance for doubtful accounts | $ 275 | $ 25 |
Temporary equity, par value | $ 0.01 | $ 0.01 |
Temporary equity, shares authorized | 5,000,000 | 5,000,000 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 4,055,454 | 3,932,370 |
Common stock, shares outstanding | 4,036,595 | 3,920,589 |
Treasury stock, shares | 18,859 | 11,781 |
Series A [Member] | ||
Temporary equity, shares issued | 270 | 270 |
Temporary equity, shares outstanding | 270 | 270 |
Series B [Member] | ||
Temporary equity, shares issued | 47,000 | 47,000 |
Temporary equity, shares outstanding | 47,000 | 47,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Income Statement [Abstract] | ||||
Revenue, net | $ 5,446 | $ 6,270 | $ 14,645 | $ 12,280 |
Cost of revenue (excluding amortization of $1,031 and $813, for the three months and $2,062 and $1,626 for the six months, respectively) | 3,850 | 3,031 | 9,963 | 5,654 |
Gross profit | 1,596 | 3,239 | 4,682 | 6,626 |
Operating expenses: | ||||
Sales and marketing | 1,596 | 2,959 | 4,077 | 5,369 |
Research and development | 550 | 647 | 1,360 | 1,175 |
General and administrative | 4,107 | 2,788 | 8,993 | 5,299 |
Acquisition related expense | 1,295 | 1,696 | ||
Acquisition related amortization expense | 1,031 | 813 | 2,062 | 1,626 |
Total operating expenses | 7,284 | 8,502 | 16,492 | 15,165 |
Operating loss | (5,688) | (5,263) | (11,810) | (8,539) |
Interest accretion | (167) | (91) | (276) | (220) |
Other income (expense), net | 438 | 74 | 485 | 123 |
Loss from continuing operations before tax | (5,417) | (5,280) | (11,601) | (8,636) |
Provision for income taxes | 13 | 5 | 28 | 10 |
Loss from continuing operations, net of tax | (5,430) | (5,285) | (11,629) | (8,646) |
Less adjustment for preferred stock deemed dividend | (3,033) | |||
Loss from continuing operations attributable to common stockholders | (5,430) | (5,285) | (14,662) | (8,646) |
(Loss) income from discontinued operations, net of tax | (66) | 65 | (130) | 7 |
Net loss attributable to common stockholders | $ (5,496) | $ (5,220) | $ (14,792) | $ (8,639) |
Basic and diluted loss per share of common stock: | ||||
From continuing operations | $ (1.35) | $ (1.39) | $ (3.65) | $ (2.36) |
From discontinued operations | (0.01) | 0.02 | (0.03) | 0 |
Net loss per basic and diluted share of common stock | $ (1.36) | $ (1.37) | $ (3.68) | $ (2.36) |
Weighted average number of common shares and common share equivalents outstanding: | ||||
Basic | 4,033,000 | 3,813,000 | 4,018,000 | 3,665,000 |
Diluted | 4,033,000 | 3,813,000 | 4,018,000 | 3,665,000 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Income Statement [Abstract] | ||||
Amortization | $ 1,031 | $ 813 | $ 2,062 | $ 1,626 |
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, 2018 | $ 287 | $ (1,680) | $ 175,820 | $ (141,489) | $ 32,938 |
Balance, shares at Dec. 31, 2018 | 2,877,000 | 7,000 | |||
Common stock issued | $ 1 | 1 | |||
Common stock issued, shares | 9,000 | ||||
Restricted stock issued | |||||
Restricted stock issued, shares | |||||
Common stock issued through market sales | |||||
Common stock issued through market sales, shares | |||||
Common stock issued through offerings, net of expenses | $ 94 | 5,868 | 5,962 | ||
Common stock issued through offerings, net of expenses, shares | 933 | ||||
Extinguishment of Series A Shares | |||||
Beneficial Conversion Feature in connection with Series B Issuance | |||||
Amortization of Beneficial Conversion Feature | |||||
Treasury stock purchased | $ (32) | (32) | |||
Treasury stock purchased, shares | 3,000 | ||||
Stock-based compensation expense | 266 | 266 | |||
Adoption of ASC 842 | 55 | 55 | |||
Net loss | (3,419) | (3,419) | |||
Balance at Mar. 31, 2019 | $ 382 | $ (1,712) | 181,954 | (144,853) | 35,771 |
Balance, shares at Mar. 31, 2019 | 3,819,000 | 10,000 | |||
Balance at Dec. 31, 2018 | $ 287 | $ (1,680) | 175,820 | (141,489) | 32,938 |
Balance, shares at Dec. 31, 2018 | 2,877,000 | 7,000 | |||
Net loss | (8,639) | ||||
Balance at Jun. 30, 2019 | $ 383 | $ (1,712) | 182,231 | (150,073) | 30,829 |
Balance, shares at Jun. 30, 2019 | 3,829,000 | 10 | |||
Balance at Mar. 31, 2019 | $ 382 | $ (1,712) | 181,954 | (144,853) | 35,771 |
Balance, shares at Mar. 31, 2019 | 3,819,000 | 10,000 | |||
Common stock issued | $ 1 | 72 | 73 | ||
Common stock issued, shares | 10,000 | ||||
Treasury stock purchased | |||||
Treasury stock purchased, shares | |||||
Stock-based compensation expense | 205 | 205 | |||
Net loss | (5,220) | (5,220) | |||
Balance at Jun. 30, 2019 | $ 383 | $ (1,712) | 182,231 | (150,073) | 30,829 |
Balance, shares at Jun. 30, 2019 | 3,829,000 | 10 | |||
Balance at Dec. 31, 2019 | $ 393 | $ (1,721) | 182,514 | (168,160) | 13,026 |
Balance, shares at Dec. 31, 2019 | 3,932,000 | 12,000 | |||
Common stock issued | $ 1 | 1 | |||
Common stock issued, shares | 37,000 | ||||
Restricted stock issued | |||||
Restricted stock issued, shares | 6,000 | ||||
Common stock issued through market sales | $ 8 | 476 | 484 | ||
Common stock issued through market sales, shares | 80,000 | ||||
Common stock issued through offerings, net of expenses | |||||
Common stock issued through offerings, net of expenses, shares | |||||
Extinguishment of Series A Shares | (828) | (828) | |||
Beneficial Conversion Feature in connection with Series B Issuance | 2,205 | 2,205 | |||
Amortization of Beneficial Conversion Feature | (2,205) | (2,205) | |||
Treasury stock purchased | |||||
Treasury stock purchased, shares | |||||
Stock-based compensation expense | 418 | 418 | |||
Adoption of ASC 842 | |||||
Net loss | (6,263) | (6,263) | |||
Balance at Mar. 31, 2020 | $ 402 | $ (1,721) | 182,580 | (174,423) | 6,838 |
Balance, shares at Mar. 31, 2020 | 4,055,000 | 12,000 | |||
Balance at Dec. 31, 2019 | $ 393 | $ (1,721) | 182,514 | (168,160) | 13,026 |
Balance, shares at Dec. 31, 2019 | 3,932,000 | 12,000 | |||
Net loss | (14,792) | ||||
Balance at Jun. 30, 2020 | $ 402 | $ (1,770) | 182,980 | (179,919) | 1,693 |
Balance, shares at Jun. 30, 2020 | 4,055,000 | 19,000 | |||
Balance at Mar. 31, 2020 | $ 402 | $ (1,721) | 182,580 | (174,423) | 6,838 |
Balance, shares at Mar. 31, 2020 | 4,055,000 | 12,000 | |||
Common stock issued | |||||
Common stock issued, shares | |||||
Treasury stock purchased | $ (49) | (49) | |||
Treasury stock purchased, shares | 7,000 | ||||
Stock-based compensation expense | 400 | 400 | |||
Adoption of ASC 842 | |||||
Net loss | (5,469) | (5,496) | |||
Balance at Jun. 30, 2020 | $ 402 | $ (1,770) | $ 182,980 | $ (179,919) | $ 1,693 |
Balance, shares at Jun. 30, 2020 | 4,055,000 | 19,000 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Cash Flows From Operating Activities | ||
Net loss | $ (14,792) | $ (8,639) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 2,540 | 1,749 |
Interest accretion | 276 | 220 |
Mark to market on warrants | (49) | (45) |
Stock-based compensation | 818 | 990 |
Bad debt expense | 250 | 499 |
Other gains and expenses, net | 18 | |
Other changes in operating assets and liabilities: | ||
Decrease (increase) in accounts receivable | 2,708 | (3,982) |
Increase in other current assets | (788) | (252) |
(Decrease) increase in accounts payable | (1,464) | 530 |
Decrease in accrued salaries and bonus | (94) | (141) |
Increase in accrued liabilities | 856 | 1,154 |
Increase in long-term liabilities | 33 | 114 |
Net cash used in operating activities | (6,673) | (7,785) |
Cash Flows From Investing Activity | ||
Purchase of property and equipment | (913) | (48) |
Sale of property and equipment | 13 | |
Net cash used in investing activity | (913) | (35) |
Cash Flows From Financing Activities | ||
Issuance of common stock, net of expenses | 434 | 5,962 |
Borrowings on Line of Credit, net | 400 | |
Issuance of Series B preferred stock, net of expenses | 19,537 | |
Net cash provided by financing activities | 20,371 | 5,962 |
Net increase (decrease) in cash and cash equivalents | 12,785 | (1,858) |
Cash and cash equivalents - beginning | 2,321 | 6,068 |
Cash and cash equivalents - ending | $ 15,106 | $ 4,210 |
Overview
Overview | 6 Months Ended |
Jun. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Overview | 1. OVERVIEW Nature of Business Interpace Biosciences, Inc. (“Interpace” or the “Company”) enables personalized medicine, offering specialized services along the therapeutic value chain from early diagnosis and prognostic planning to targeted therapeutic applications and pharma services. The Company provides molecular diagnostics, bioinformatics and pathology services for evaluation of risk of cancer by leveraging the latest technology in personalized medicine for improved patient diagnosis and management. The Company also provides pharmacogenomics testing, genotyping, biorepository and other specialized services to the pharmaceutical and biotech industries. The Company advances personalized medicine by partnering with pharmaceutical, academic, and technology leaders to effectively integrate pharmacogenomics into their drug development and clinical trial programs. Impact of COVID-19 pandemic We have taken what we believe are necessary precautions to safeguard our employees from the Coronavirus (COVID-19) pandemic. We continue to follow the Centers for Disease Control and Prevention’s (“CDC”) guidance and the recommendations and restrictions provided by state and local authorities. The majority of our employees who do not work in a lab setting are currently on a telecommunication work arrangement and have generally been able to successfully work remotely. Our labs require in-person staffing and we have been able to continue to operate our labs, minimizing infection risk to lab staff through a combination of social distancing and appropriate protective equipment. There can be no assurance, however, that key employees will not become ill or that we will able to continue to operate our labs. While a number of employees were furloughed most have returned to work. 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. Accordingly, we believe that the COVID-19 pandemic could continue to adversely impact our results of operations, cash flows and financial condition in the future. Through the second quarter of 2020 our revenues were impacted by lower than expected clinical service volume from March through June 2020, which we believe resulted from the pandemic related temporary reduction in non-essential testing procedures. While our pharma services revenue increased throughout the first quarter of 2020, during the second quarter our pharma services business also softened. Currently, our clinical services business has recovered to levels prior to the pandemic and our pharma services business is also recovering, but more slowly. As our business operations continue to be impacted by the pandemic, we continue to monitor the situation and the guidance that is being provided by relevant federal, state and local public health authorities. We may take additional actions based upon their recommendations. However, it is possible that we may have to make further adjustments to our operating plans in reaction to developments that are beyond our control. While we do not anticipate any lab closures at this time beyond periodic, temporary work stoppages to clean and disinfect the labs, this could change in the future based upon conditions caused by the pandemic. Further, while we have acquired additional inventories of lab supplies, including reagents, it is possible that we could experience supply chain shortages if the pandemic continues for a prolonged period and if one or more suppliers is unable to continue to provide us with supplies. For the foreseeable future, however, we do not anticipate supply chain shortages of critical supplies. We will continue to monitor the actual and potential impact of the pandemic upon our operations. We have developed and will continue to update our contingency plans in order to mitigate pandemic-related, adverse financial impacts upon our business. |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
Jun. 30, 2020 | |
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, 2019, as filed with the SEC on April 22, 2020 and amended on May 29, 2020 (the “Form 10-K”). 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 business unit which was sold on December 22, 2015. All significant intercompany balances and transactions have been eliminated in consolidation. Operating results for the six-month period ended June 30, 2020 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2020. All information related to common stock, stock options, restricted stock units, warrants and earnings per share have been retroactively adjusted to give effect to the reverse stock split (1 for 10) that occurred in January 2020. |
Going Concern
Going Concern | 6 Months Ended |
Jun. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | 3. GOING CONCERN The accompanying consolidated financial statements have been prepared on a basis that assumes that the Company will continue as a going concern and that contemplates the continuity of operations, the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. Accordingly, the accompanying consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts of liabilities that might result from the outcome of this uncertainty. As of June 30, 2020, the Company had cash and cash equivalents of $15.1 million, net accounts receivable of $7.2 million, total current assets of $26.1 million and total current liabilities of $16.1 million. For the six-months ended June 30, 2020, the Company had a net loss of $11.8 million and cash used in operating activities was $6.7 million. As of September 30, 2020 we had approximately $5.2 million of cash on hand due principally to additional losses incurred through September 2020, slower collections due to the pandemic, as well as repayment of approximately $3.4 million to SVB under our line of credit, which we are currently unable to borrow under. The Company’s cash and cash equivalents balance is decreasing and we do not expect to generate positive cash flows from operations for the year ending December 31, 2020. We intend to meet our ongoing capital needs by using our available cash; proceeds under the Securities Purchase and Exchange Agreement (as defined and further discussed in Note 16, Equity In September 2019, we entered into the Equity Distribution Agreement (the “Equity Distribution Agreement”) with Oppenheimer & Co. Inc., as sales agent (the “Agent”), pursuant to which we may, from time to time, issue and sell shares of our common stock in an aggregate offering price of up to $3.7 million through the Agent (the “ATM arrangement”). As of June 30, 2020, approximately 178,000 shares of common stock were sold for net proceeds of approximately $0.7 million. As a result of the preferred shares transaction mentioned below, additional shares may no longer be sold under the ATM arrangement without a majority approval by the holders of the preferred shares. See Note 16, Equity Subsequent Events In January 2020, we sold 20,000 Series B preferred shares to investors, led by 1315 Capital II, L.P. (“1315 Capital”), for net proceeds of approximately $19.5 million. See Note 16, Equity The Company maintains a secured revolving line of credit facility (the “Revolving Line of Credit”), with a limit of up to $4.0 million, available for working capital purposes, with a three-year term. 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. Outstanding amounts incur interest at a rate per annum equal to the Prime Rate plus 0.5%. As of June 30, 2020, $3.4 million was outstanding and there was no remaining Revolving Line of Credit available. As of July 31, 2020, the Company was in violation of a financial covenant under its Loan and Security Agreement, dated November 13, 2018, as amended March 18, 2019 (as so amended, the “SVB Loan Agreement”). Additionally, due to the untimely filing of our second quarter form 10-Q (this Report) with the SEC subsequent to the filing deadline, the Company is in violation of the SVB Loan Agreement and during September 2020, the Company paid down the outstanding Revolving Line of Credit balance of $3.4 million in full. Additionally during September 2020, the Company transferred $0.35 million into a restricted cash money market account with SVB to serve as collateral for the Company’s letters of credit supporting two of its facilities. Prior to September 2020, the collateral for the letters of credit was accounted for as a reduction in the availability under the Revolving Line of Credit. While the Company has received a waiver of default from SVB and is in compliance with the terms of the SVB Loan Agreement as of the date of this Report, we currently do not have the ability to drawn down on the Revolving Line of Credit. See Note 1, Overview During April 2020, the Company applied for various federal stimulus grants and advances made available under Title 1 of the Coronavirus Aid, Relief, and Economic Security (CARES) Act. As of May 1, 2020, we received $2.1 million in advances under the Centers for Medicare & Medicaid Services (CMS) accelerated and advance payment program, which is recorded in other accrued expenses on the Company’s condensed consolidated balance sheet, as well as a $0.65 million grant from the Department of Health and Human Services (HSS). The CMS advance will be offset against future Medicare billings of the Company, beginning with Medicare billings in April 2021 and the HSS grant is subject to certain conditions regarding its use. These grants and advances require certain certifications by the Company and impose specific limitations on the use of the proceeds. The Company applied the HHS grant in its entirety towards qualified second quarter expenses related to laboratory equipment and supplies purchased to prevent, prepare for, and respond to coronavirus, including development of coronavirus and serology tests, as well as revenue lost during the second quarter as a result of the pandemic. The portion attributed to lost revenue, $0.45 million, was recorded in Other income and $0.2 million was recorded as an offset to cost of revenue expenses. During April and early May 2020, the Company made payments totaling $888,000 to CGI for funds withheld from the Excess Consideration Note to satisfy certain adjustments and indemnification obligations under the Secured Creditor Asset Purchase Agreement dated July 15, 2019, by and among the Company, CGI, Interpace Diagnostics Group, Inc. and Partners for Growth IV, L.P. (“Asset Purchase Agreement”). The funds used to satisfy this obligation were not included in cash and cash equivalents as of December 31, 2019 and March 31, 2020. These funds and the related liability were included in Other Assets and Other Current Liabilities, respectively, as of those period ends, and the settlement of the liability had no net impact on the Company’s operating cash flow or liquidity. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Accounting Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts of assets and liabilities reported and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management’s estimates are based on historical experience, facts and circumstances available at the time, and various other assumptions that are believed to be reasonable under the circumstances. Significant estimates include accounting for valuation allowances related to deferred income taxes, contingent consideration, allowances for doubtful accounts, revenue recognition, unrecognized tax benefits, and asset impairments involving other intangible assets. The Company periodically reviews these matters and reflects changes in estimates in earnings as appropriate. Actual results could materially differ from those estimates. Revenue Recognition Our clinical services derive its revenues from the performance of its proprietary assays or tests. The Company’s performance obligation is fulfilled upon the completion, review and release of test results to the customer. The Company subsequently bills third-party payers or direct-bill payers for the tests performed. Under Accounting Standards Codification 606, revenue is recognized based on the estimated transaction price or NRV, which is determined based on historical collection rates by each payer category for each proprietary test offered by the Company. To the extent the transaction price includes variable consideration, for all third party and direct-bill payers and proprietary tests, the Company estimates the amount of variable consideration that should be included in the transaction price using the expected value method based on historical experience. For our clinical services, we regularly review the ultimate amounts received from the third-party and direct-bill payers and related estimated reimbursement rates and adjust the NRV’s and related contractual allowances accordingly. If actual collections and related NRV’s vary significantly from our estimates, we will adjust the estimates of contractual allowances, which affects net revenue in the period such variances become known. For our pharma services, project level activities, including study setup and project management, are satisfied over the life of the contract while performance-related obligations are satisfied at a point in time as the Company processes samples delivered by the customer. Revenues are recognized at a point in time when the test results or other deliverables are reported to the customer. Deferred Revenue For our pharma services, project level fee revenue is recognized as deferred revenue and recorded at fair value. It represents payments received in advance of services rendered and is recognized ratably over the life of the contract. Financing and Payment For non-Medicare claims, our payment terms vary by payer category. Payment terms for direct-payers in our clinical business 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. Costs to Obtain or Fulfill a Customer Contract Sales commissions are expensed in the period in which they have been earned. These costs are recorded in sales and marketing expense in the condensed consolidated statements of operations. Accounts Receivable The Company’s accounts receivables represent unconditional rights to consideration and are generated using its clinical services and pharma services. The Company’s clinical services are fulfilled upon completion of the test, review and release of the test results. In conjunction with fulfilling these services, the Company bills the third-party payer or direct-bill payer. Contractual adjustments represent the difference between the list prices and the reimbursement rates set by third-party payers, including Medicare, commercial payers, and amounts billed to direct-bill payers. Specific accounts may be written off after several appeals, which in some cases may take longer than twelve months. Pharma services represent, primarily, the performance of laboratory tests in support of clinical trials for pharma services customers. The Company bills these services directly to the customer. Leases The Company determines if an arrangement contains a lease in whole or in part at the inception of the contract. Right-of-use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term while lease liabilities represent our obligation to make lease payments arising from the lease. All leases with terms greater than twelve months result in the recognition of a ROU asset and a liability at the lease commencement date based on the present value of the lease payments over the lease term. Unless a lease provides all of the information required to determine the implicit interest rate, we use our incremental borrowing rate based on the information available at the commencement date in determining the present value of the lease payments. We use the implicit interest rate in the lease when readily determinable. Our lease terms include all non-cancelable periods and may include options to extend (or to not terminate) the lease when it is reasonably certain that we will exercise that option. Leases with terms of twelve months or less at the commencement date are expensed on a straight-line basis over the lease term and do not result in the recognition of an asset or liability. See Note 7, Leases Other Current Assets Other current assets consisted of the following as of June 30, 2020 and December 31, 2019: June 30, 2020 December 31, 2019 (unaudited) Lab supply inventory 2,331 1,825 Prepaid expenses 728 971 Funds in escrow - 888 Due from CGI 525 92 Other 167 75 Total other current assets $ 3,751 $ 3,851 Long-Lived Assets, including Finite-Lived Intangible Assets Finite-lived intangible assets are stated at cost less accumulated amortization. Amortization of finite-lived acquired intangible assets is recognized on a straight-line basis, using the estimated useful lives of the assets of approximately two years to ten years in acquisition-related amortization expense in the condensed consolidated statements of operations. The Company reviews the recoverability of long-lived assets and finite-lived intangible assets whenever events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. If the sum of the expected future undiscounted cash flows is less than the carrying amount of the asset, an impairment loss is recognized by reducing the recorded value of the asset to its fair value measured by future discounted cash flows. This analysis requires estimates of the amount and timing of projected cash flows and, where applicable, judgments associated with, among other factors, the appropriate discount rate. Such estimates are critical in determining whether any impairment charge should be recorded and the amount of such charge if an impairment loss is deemed to be necessary. Basic and Diluted Net Loss per Share A reconciliation of the number of shares of common stock, par value $0.01 per share (the “Common Stock”), used in the calculation of basic and diluted loss per share for the three- and six-month periods ended June 30, 2020 and 2019 is as follows: Three Months Ended Six Months Ended June 30, June 30, 2020 2019 2020 2019 (unaudited) (unaudited) Basic weighted average number of common shares 4,033 3,813 4,018 3,665 Potential dilutive effect of stock-based awards - - - - Diluted weighted average number of common shares 4,033 3,813 4,018 3,665 The Company’s Preferred Stock, on an as converted basis of 7,833,334 shares for the three- and six-months ended June 30, 2020, and the following outstanding stock-based awards and warrants, were excluded from the computation of the effect of dilutive securities on loss per share for the following periods as they would have been anti-dilutive (rounded to thousands): Three Months Ended Six Months Ended June 30, June 30, 2020 2019 2020 2019 (unaudited) (unaudited) Options 638 394 638 394 Stock-settled stock appreciation rights (SARs) - 2 - 2 Restricted stock 6 - 6 - Restricted stock units (RSUs) 36 54 36 54 Warrants 1,420 1,420 1,420 1,420 2,100 1,870 2,100 1,870 |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 6 Months Ended |
Jun. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | 5. GOODWILL AND OTHER INTANGIBLE ASSETS Goodwill is attributable to the acquisition of our pharma services in July 2019. The carrying value of the intangible assets acquired was $15.6 million, with goodwill of approximately $8.3 million and identifiable intangible assets of approximately $7.3 million. The goodwill balance at June 30, 2020 was $8.4 million. The net carrying value of the identifiable intangible assets from all acquisitions as of June 30, 2020 and December 31, 2019 are as follows: As of June 30, 2020 As of December 31, 2019 Life Carrying Carrying (Years) Amount Amount Asuragen acquisition: Thyroid 9 $ 8,519 $ 8,519 RedPath acquisition: Pancreas test 7 16,141 16,141 Barrett's test 9 18,351 18,351 BioPharma acquisition: Trademarks 10 1,600 1,600 Customer relationships 8 5,700 5,700 CLIA Lab 2.3 $ 609 $ 609 Total $ 50,920 $ 50,920 Accumulated Amortization $ (19,481 ) $ (17,419 ) Net Carrying Value $ 31,439 $ 33,501 Amortization expense was approximately $1.0 million and $0.8 million for the three-month periods ended June 30, 2020 and 2019, respectively, and approximately $2.1 million and $1.6 million for the six-month periods ended June 30, 2020 and 2019, respectively. Estimated amortization expense for the next five years is as follows: 2020 2021 2022 2023 2024 $ 4,124 $ 4,760 $ 3,859 $ 3,859 $ 3,149 The following table displays a roll forward of the carrying amount of goodwill from December 31, 2019 to June 30, 2020: Carrying Amount Balance as of December 31, 2019 $ 8,433 Adjustments - Balance as of June 30, 2020 $ 8,433 |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 6. FAIR VALUE MEASUREMENTS Cash and cash equivalents, accounts receivable and accounts payable approximate fair value due to their relative short-term nature. The Company’s financial liabilities reflected at fair value in the 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 June 30, 2020 Fair Value Measurements Carrying Fair As of June 30, 2020 Amount Value Level 1 Level 2 Level 3 Liabilities: (unaudited) Contingent consideration: Asuragen (1) $ 2,861 $ 2,861 $ - $ - $ 2,861 Other long-term liabilities: Warrant liability (2) 33 33 - - 33 $ 2,894 $ 2,894 $ - $ - $ 2,894 As of December 31, 2019 Fair Value Measurements Carrying Fair As of December 31, 2019 Amount Value Level 1 Level 2 Level 3 Liabilities: Contingent consideration: Asuragen (1) $ 2,893 $ 2,893 $ - $ - $ 2,893 Other long-term liabilities: Warrant liability (2) 82 82 - - 82 $ 2,975 $ 2,975 $ - $ - $ 2,975 (1)(2) Accrued Expenses and Long-Term Liabilities In connection with the acquisition of certain assets from Asuragen, Inc., the Company recorded contingent consideration related to contingent payments and other revenue-based payments. The Company determined the fair value of the contingent consideration based on a probability-weighted income approach derived from revenue estimates. The fair value measurement is based on significant inputs not observable in the market and thus represents a Level 3 measurement. A roll forward of the carrying value of the Contingent Consideration Liability and the Underwriters’ Warrants to June 30, 2020 is as follows: Certain of the Company’s non-financial assets, such as other intangible assets and goodwill, are measured at fair value on a nonrecurring basis when there is an indicator of impairment and recorded at fair value only when an impairment charge is recognized. Cancellation Adjustment of Obligation/ to Fair Value/ December 31, 2019 Payments Accretion Conversions Exercises Mark to Market June 30, 2020 (unaudited) Asuragen $ 2,893 $ (308 ) $ 276 $ - $ - $ 2,861 Underwriters Warrants 82 - - - (49 ) 33 $ 2,975 $ (308 ) $ 276 $ - $ (49 ) $ 2,894 |
Leases
Leases | 6 Months Ended |
Jun. 30, 2020 | |
Leases [Abstract] | |
Leases | 7. LEASES Finance lease assets are included in fixed assets, net of accumulated depreciation. The table below presents the lease-related assets and liabilities recorded in the Condensed Consolidated Balance Sheet: Classification on the Balance Sheet June 30, 2020 (unaudited) Assets Financing lease assets Property and equipment, net $ 528 Operating lease assets Operating lease right of use assets 5,172 Total lease assets $ 5,700 Liabilities Current Financing lease liabilities Other accrued expenses $ 150 Operating lease liabilities Other accrued expenses 1,171 Total current lease liabilities $ 1,321 Noncurrent Financing lease liabilities Other long-term liabilities 57 Operating lease liabilities Operating lease liabilities, net of current portion 3,940 Total long-term lease liabilities 3,997 Total lease liabilities $ 5,318 The weighted average remaining lease term for the Company’s operating leases was 7.1 years as of June 30, 2020 and the weighted average discount rate for those leases was 6.0%. The Company’s operating lease expenses are recorded within “Cost of revenue” and “General and administrative expenses.” With respect to the Rutherford lease, in March 2020 the Company delivered a notice of early termination which would terminate the lease in March 2021. In June 2020, the Company entered into an amendment of its North Carolina lease extending it for an additional ten years, commencing on June 1, 2020 and continuing until May 31, 2030. The minimum rent per rentable square foot pursuant to the amendment is $14.10 from June 1, 2020 to May 31, 2021, with annual increases of 3%. Pursuant to the amendment, the Company has two options to extend the term for a period of five years each. Also pursuant to the amendment, the Company has the irrevocable right to terminate the lease on November 30, 2025, as well as on November 30, 2027. The table below reconciles the cash flows to the lease liabilities recorded on the Company’s Condensed Consolidated Balance Sheet as of June 30, 2020: Operating Leases Financing Leases 2020 991 98 2021 1,235 120 2022 1,028 13 2023 629 - 2024-2030 2,717 Total minimum lease payments 6,600 231 Less: amount of lease payments representing effects of discounting 1,489 24 Present value of future minimum lease payments 5,111 207 Less: current obligations under leases 1,171 150 Long-term lease obligations $ 3,940 $ 57 As of June 30, 2020, contractual obligations with terms exceeding one year and estimated minimum future rental payments required by non-cancelable operating leases with initial or remaining lease terms exceeding one year were as follows: Less than 1 to 3 3 to 5 After Total 1 Year Years Years 5 Years Operating lease obligations $ 6,600 $ 991 $ 2,263 $ 1,020 $ 2,326 Total $ 6,600 $ 991 $ 2,263 $ 1,020 $ 2,326 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2020 | |
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 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 and recent increases in litigation related to healthcare products. 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 | 6 Months Ended |
Jun. 30, 2020 | |
Accrued Expenses And Long-term Liabilities | |
Accrued Expenses and Long-Term Liabilities | 9. ACCRUED EXPENSES AND LONG-TERM LIABILITIES Other accrued expenses consisted of the following as of June 30, 2020 and December 31, 2019: June 30, 2020 December 31, 2019 (unaudited) Accrued royalties $ 2,237 $ 1,934 Contingent consideration 654 502 Medicare payment advance 2,066 - Operating lease liability 1,171 1,321 Financing lease liability 150 184 Deferred revenue 209 457 Payable to CGI - 888 Accrued sales and marketing - diagnostics 103 197 Accrued lab costs - diagnostics 125 163 Accrued professional fees 1,196 1,399 Taxes payable 311 403 Unclaimed property 565 565 All others 950 1,366 Total other accrued expenses $ 9,737 $ 9,379 Long-term liabilities consisted of the following as of June 30, 2020 and December 31, 2019: June 30, 2020 December 31, 2019 (unaudited) Warrant liability $ 33 $ 82 Uncertain tax positions 4,210 4,081 Deferred revenue 239 269 Other 75 141 Total other long-term liabilities $ 4,557 $ 4,573 |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2020 | |
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, expire 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. In the second quarter of 2020, the Company issued performance-based options, which requires the Company to assess the likelihood of achieving certain performance milestones on a quarterly basis; approximately $0.3 million in stock compensation expense is expected to be incurred over the amortization period for these options. The following table provides the weighted average assumptions used in determining the fair value of the stock option awards granted during the six month periods ended June 30, 2020 and 2019. June 30, 2020 June 30, 2019 (unaudited) Risk-free interest rate 1.20 % 2.51 % Expected life 5.9 years 6.0 years Expected volatility 124.16 % 127.81 % Dividend yield - - The Company recognized approximately $0.4 million and $0.4 million of stock-based compensation expense during the three-month periods ended June 30, 2020 and 2019, respectively and approximately $0.8 million and $1.0 million for the six-month periods ended June 30, 2020 and 2019, respectively. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2020 | |
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- and six-month periods ended June 30, 2020 and 2019: Three Months Ended Six Months Ended June 30, June 30, 2020 2019 2020 2019 (unaudited) (unaudited) Provision for income tax $ 13 $ 5 $ 28 $ 10 Effective income tax rate 0.2 % 0.1 % 0.2 % 0.1 % Income tax expense for both the three- and six-month periods ended June 30, 2020 and 2019 was primarily due to minimum state and local taxes. The Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was enacted in March 2020. The CARES Act includes several U.S. income tax provisions related to, among other things, net operating loss carrybacks, alternative minimum tax credits, modifications to the net interest deduction limitations, and technical amendments regarding the income tax depreciation of qualified improvement property placed in service after December 31, 2017. The CARES Act is not expected to have a material impact on the Company’s financial results. |
Segment Information
Segment Information | 6 Months Ended |
Jun. 30, 2020 | |
Segment Reporting [Abstract] | |
Segment Information | 12. SEGMENT INFORMATION We operate under one segment which is the business of developing and selling clinical and pharma services. |
Discontinued Operations
Discontinued Operations | 6 Months Ended |
Jun. 30, 2020 | |
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 June 30, 2020 and December 31, 2019: June 30, 2020 December 31, 2019 (unaudited) Accrued liabilities 766 766 Current liabilities from discontinued operations 766 766 Total liabilities $ 766 $ 766 |
Revolving Line of Credit
Revolving Line of Credit | 6 Months Ended |
Jun. 30, 2020 | |
Line of Credit Facility [Abstract] | |
Revolving Line of Credit | 14. REVOLVING LINE OF CREDIT On November 13, 2018, the Company, Interpace Diagnostics Corporation, and Interpace Diagnostics, LLC entered into the SVB Loan Agreement, which provides for up to $4.0 million of debt financing consisting of a term loan of up to $850,000 and a Revolving Line of Credit based on its outstanding accounts receivable of up to $3.75 million. The ability to use the term loan portion of the SVB Loan Agreement expired in 2019. Borrowings under the Revolving Line of Credit are typically the lower of: (i) $3.75 million or (ii) 80% of the Company’s eligible accounts receivable (as adjusted by SVB). Revolving Line of Credit outstanding amounts incur interest at a rate per annum equal to the Wall Street Journal Prime Rate plus 0.5%. The Company is also required to pay an unused Revolving Line of Credit 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 of Credit. The Revolving Line of Credit has a maturity date three years from the effective date, or November 13, 2021. As of June 30, 2020, the outstanding balance on the revolving Line of Credit was $3.4 million. As of July 31, 2020, the Company was in violation of a quick ratio financial covenant under the SVB Loan Agreement. Additionally, due to the untimely filing of this Report with the SEC subsequent to the filing deadline, the Company was in violation of the SVB Loan Agreement. While the Company has received a waiver of default from SVB and is in compliance with the terms of the SVB Loan Agreement as of the date of this Report, we currently do not have the ability to drawn down on the Revolving Line of Credit. The Company however expects to reinstate the Revolving Line of Credit in the near term, and is in negotiations with SVB to expand the borrowing base from $4.0 million to $8.0 million. The expansion of the Revolving Line of Credit, however, also requires approval of the holders of the Company’s Series B convertible preferred stock and the Company cannot provide assurance that such expansion or approval will be successful. During September 2020, the Company paid down the outstanding Revolving Line of Credit balance in full. Additionally during September 2020, the Company transferred $0.35 million into a restricted cash money market account with SVB to serve as collateral for the Company’s letters of credit supporting two of its facilities. Prior to September 2020, the collateral for the letters of credit was accounted for as a reduction in availability under the Revolving Line of Credit. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 6 Months Ended |
Jun. 30, 2020 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information | 15. SUPPLEMENTAL CASH FLOW INFORMATION The following table represents cash flows used in the Company’s discontinued operations for the six months ended June 30, 2020 and 2019: Six Months Ended June 30, 2020 2019 (unaudited) Net cash used in operating activities of discontinued operations $ - $ (30 ) Supplemental Disclosures of Non Cash Activities (in thousands) Six Months Ended June 30, 2020 2019 (unaudited) Operating Adoption of ASC 842 - right of use asset $ - $ 2,190 Adoption of ASC 842 - operating lease liability $ - $ (2,312 ) Prepaid stock grants issued to vendors $ - $ 73 Taxes accrued for repurchase of restricted shares $ 49 $ - Investing Accrued Financing costs $ 314 $ - Preferred Stock Deemed Dividend $ 3,033 $ - |
Equity
Equity | 6 Months Ended |
Jun. 30, 2020 | |
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 2018 Limited Partnership (“Ampersand” and, together with 1315 Capital, the “Investors”) pursuant to which the Company agreed to sell to the Investors an aggregate of $20.0 million in Series B convertible preferred stock of the Company, par value $0.01 per share (the “Series B Preferred Stock”), at an issuance price per share of $1,000. Pursuant to the Securities Purchase and Exchange Agreement, 1315 Capital agreed to purchase 19,000 shares of Series B Preferred Stock at an aggregate purchase price of $19.0 million and Ampersand agreed to purchase 1,000 shares of Series B Preferred Stock at an aggregate purchase price of $1.0 million. In addition, the Company agreed to exchange $27.0 million of the Company’s existing Series A convertible preferred stock, par value $0.01 per share, held by Ampersand (the “Series A Preferred Stock”), represented by 270 shares of Series A Preferred Stock with a stated value of $100,000 per share, which represents all of the Company’s issued and outstanding Series A Preferred Stock, for 27,000 newly issued shares of Series B Preferred Stock (such shares of Series B Preferred Stock, the “Exchange Shares” and such transaction, the “Exchange”). Following the Exchange, no shares of Series A Preferred Stock remained designated, authorized, issued or outstanding. The Series B Preferred Stock has a conversion price of $6.00 as compared to a conversion price of $8.00 on the Series A Preferred Stock, but did not include certain rights applicable to the Series A Preferred Stock, including a six-percent (6%) dividend and a conversion price adjustment for any failure by the Company to achieve a revenue target of $34.0 million in 2020 related to its clinical services or a weighted-average anti-dilution adjustment. Under the terms of the Securities Purchase and Exchange Agreement, Ampersand also agreed to waive all dividends and weighted-average anti-dilution adjustments accrued to date on the Series A Preferred Stock. A convertible financial instrument includes a beneficial conversion feature if its conversion price is lower than the Company’s stock price at the commitment date. The Company determined that the sale of the Series B Preferred resulted in a beneficial conversion feature with an intrinsic value of $2.2 million, which the Company recorded as a reduction to additional paid-in capital upon the sale of the Series B Preferred stock. The Company calculated the intrinsic value of the beneficial conversion feature as the difference between the estimated fair value of the common stock on January 15, 2020 of $6.79 per share and the effective conversion price per share of $6.00 multiplied by the number of shares of common stock issuable upon conversion. The Company fully amortized the beneficial conversion feature during the three months ended March 31, 2020 in accordance with GAAP. The beneficial conversion feature resulted in an increase in the loss attributable to common shareholders for the three months ended March 31, 2020 in the Condensed Consolidated Statement of Operations, as it represented a deemed dividend to the preferred shareholders. In April 2020, the Company entered into support agreements with each of the Series B Investors, pursuant to which Ampersand and 1315 Capital, respectively, consented to, and agreed to vote (by proxy or otherwise), all shares of Series B Preferred Stock registered in its name or beneficially owned by it and/or over which it exercises voting control as of the date of the Support Agreement and any other shares of Series B Preferred Stock legally or beneficially held or acquired by such Series B Investor after the date of the Support Agreement or over which it exercises voting control, in favor of any Fundamental Action desired to be taken by the Company as determined by the Board. For purposes of each Support Agreement, “Fundamental Action” means any action proposed to be taken by the Company and set forth in Section 4(d)(i), 4(d)(ii), 4(d)(v), 4(d)(vi), 4(d)(viii) or 4(d)(ix) of the Certificate of Designation of Series B Preferred Stock or Section 8.5.1.1, 8.5.1.2, 8.5.1.5, 8.5.1.6, 8.5.1.8 or 8.5.1.9 of the Amended and Restated Investor Rights Agreement. See Note 19, Subsequent Events ATM program On September 20, 2019, the Company entered into an Equity Distribution Agreement with Oppenheimer & Co. Inc., as sales agent (the “Agent”), pursuant to which the Company may, from time to time, issue and sell shares of its Common Stock, at an aggregate offering price of up to $4.8 million (the “Shares”) through the Agent. Under the terms of the Equity Distribution Agreement, the Agent may sell the Shares at market prices by any method that is deemed to be an “at the market offering” as defined in Rule 415 under the Securities Act of 1933, as amended. Subject to the terms and conditions of the Equity Distribution Agreement, the Agent will use its commercially reasonable efforts to sell the Shares from time to time, based upon the Company’s instructions. The Company has no obligation to sell any of the Shares and may, at any time, suspend sales under the Equity Distribution Agreement or terminate the Equity Distribution Agreement in accordance with its terms. The Company has provided the Agent with customary indemnification rights, and the Agent will be entitled to a fixed commission of 3.0% of the aggregate gross proceeds from the Shares sold. The Equity Distribution Agreement contains customary representations and warranties and the Company is required to deliver customary closing documents and certificates in connection with sales of the Shares. As of June 30, 2020, approximately 178,000 shares have been sold for net proceeds to the Company of approximately $0.7 million. As a result of the January 10, 2020 Securities Purchase and Exchange Agreement, additional Shares may no longer be sold under the ATM arrangement without a majority approval by the holders of the Series B Preferred Stock in accordance with the Amended and Restated Investor Rights Agreement entered into on that date. In addition, if our common stock is delisted by Nasdaq due to our failure to meet minimum stockholders’ equity requirements, we may no longer be eligible to sell under the Agreement as well. See Note 19, Subsequent Events |
Warrants
Warrants | 6 Months Ended |
Jun. 30, 2020 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants | 17. WARRANTS Warrants outstanding and warrant activity for the three- and six-months ended June 30, 2020 are as follows: Description Classification Exercise Price Expiration Date Warrants Issued Warrants Exercised Warrants Cancelled/ Expired Balance December 31, 2019 Balance June 30, 2020 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 - (4,000 ) 53,500 53,500 Base & Overallotment Warrants, issued June 21, 2017 Equity $ 12.50 June 2022 1,437,500 (567,286 ) - 870,214 870,214 Vendor Warrants, issued August 6, 2017 Equity $ 12.50 August 2020 15,000 - - 15,000 15,000 Warrants issued October 12, 2017 Equity $ 18.00 April 2022 320,000 - - 320,000 320,000 Underwriters Warrants, issued January 25, 2019 Equity $ 9.40 January 2022 65,434 - - 65,434 65,434 1,990,934 (567,286 ) (4,000 ) 1,419,648 1,419,648 |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Changes and Error Corrections [Abstract] | |
Recent Accounting Pronouncements | 18. RECENT ACCOUNTING PRONOUNCEMENTS Standards not yet effective In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”). ASU 2019-12 will simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The amendments also improve consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. The amendment is effective for annual periods beginning after December 15, 2020. We do not expect that the requirements of ASU 2017-04 will have a material impact on our consolidated financial statements. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | 19. SUBSEQUENT EVENTS Audit Committee Investigation In July 2020, the Company received letters from employees, one of whom has left the Company’s employ, concerning certain employment and billing and compliance matters. In response, the Company informed its Audit Committee and Regulatory Compliance Committee as well as its independent registered public accounting firm. The Audit Committee commenced an investigation of these matters with the assistance of independent counsel and advisors thereto. The Audit Committee concluded that the allegations were not substantiated and that there was no evidence of any illegal acts. Untimely SEC Filing and Nasdaq Notification On August 14, 2020 the Company filed Form 12b-25 with the SEC, which stated that the Company was unable to file timely its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2020 due to the investigation being conducted by the Company’s Audit Committee discussed in the preceding paragraph. The Audit Committee was unable to conclude their investigation by the SEC filing deadline. On August 18, 2020, the Company was notified by Nasdaq that it is in non-compliance with Listing Rule 5250(c)(1), which requires the timely filing of periodic financial statements. The Company was provided 60 days to submit its plan to show compliance with the filing requirement. Upon the filing of this Form 10-Q with the SEC, the Company believes it will have remedied the Nasdaq non-compliance issue due to the untimely filing. Nasdaq Minimum Stockholders’ Equity Requirement As of June 30, 2020, the Company was not in compliance with the Nasdaq Listing Rule 5550(b)(1), which requires the minimum stockholders’ equity required for continued listing to be in excess of $2.5 million. While the Company notified Nasdaq in advance that it would not be in compliance upon filing of this Report, the Company anticipates that it will receive a letter from Nasdaq notifying it of the failure to meet this listing requirement shortly after the filing of this Report. The Company is currently working on developing a plan to remedy this Nasdaq continued listing requirement. Revolving Line of Credit As of July 31, 2020, the Company was in violation of a financial covenant under the SVB Loan Agreement. Additionally, due to the untimely filing of this Report with the SEC subsequent to the filing deadline, the Company was in violation of the SVB Loan Agreement. While the Company has received a waiver of default from SVB and is in compliance with the terms of the SVB Loan Agreement as of the date of this Report, we currently do not have the ability to drawn down on the Revolving Line of Credit. As of June 30, 2020, the outstanding balance on the SVB Revolving Line of Credit was $3.4 million. During September 2020, the Company paid down the outstanding Revolving Line of Credit balance in full. Additionally during September 2020, the Company transferred $0.35 million into a restricted cash money market account with SVB to serve as collateral for the Company’s letters of credit supporting two of its facilities. Prior to September 2020, the collateral for the letters of credit was accounted for as a reduction in the availability under the Revolving Line of Credit. Ampersand Support Agreement Termination In April 2020, the Company entered into a support agreement with Ampersand pursuant to which Ampersand agreed to vote the shares of the Company owned by it in favor of certain fundamental actions, as determined by the Company’s Board of Directors, primarily with respect to our potential application for a U.S. Small Business Administration Paycheck Protection Program of 2020 loan (“PPP Loan”). As the Company subsequently determined that it would not apply for a PPP Loan, the support agreement between the Company and Ampersand was terminated by mutual agreement on July 9, 2020. The support agreement entered into with 1315 Capital remains in effect. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
Accounting Estimates | Accounting Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts of assets and liabilities reported and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management’s estimates are based on historical experience, facts and circumstances available at the time, and various other assumptions that are believed to be reasonable under the circumstances. Significant estimates include accounting for valuation allowances related to deferred income taxes, contingent consideration, allowances for doubtful accounts, revenue recognition, unrecognized tax benefits, and asset impairments involving other intangible assets. The Company periodically reviews these matters and reflects changes in estimates in earnings as appropriate. Actual results could materially differ from those estimates. |
Revenue Recognition | Revenue Recognition Our clinical services derive its revenues from the performance of its proprietary assays or tests. The Company’s performance obligation is fulfilled upon the completion, review and release of test results to the customer. The Company subsequently bills third-party payers or direct-bill payers for the tests performed. Under Accounting Standards Codification 606, revenue is recognized based on the estimated transaction price or NRV, which is determined based on historical collection rates by each payer category for each proprietary test offered by the Company. To the extent the transaction price includes variable consideration, for all third party and direct-bill payers and proprietary tests, the Company estimates the amount of variable consideration that should be included in the transaction price using the expected value method based on historical experience. For our clinical services, we regularly review the ultimate amounts received from the third-party and direct-bill payers and related estimated reimbursement rates and adjust the NRV’s and related contractual allowances accordingly. If actual collections and related NRV’s vary significantly from our estimates, we will adjust the estimates of contractual allowances, which affects net revenue in the period such variances become known. For our pharma services, project level activities, including study setup and project management, are satisfied over the life of the contract while performance-related obligations are satisfied at a point in time as the Company processes samples delivered by the customer. Revenues are recognized at a point in time when the test results or other deliverables are reported to the customer. |
Deferred Revenue | Deferred Revenue For our pharma services, project level fee revenue is recognized as deferred revenue and recorded at fair value. It represents payments received in advance of services rendered and is recognized ratably over the life of the contract. |
Financing and Payment | Financing and Payment For non-Medicare claims, our payment terms vary by payer category. Payment terms for direct-payers in our clinical business 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. |
Costs to Obtain or Fulfill a Customer Contract | Costs to Obtain or Fulfill a Customer Contract Sales commissions are expensed in the period in which they have been earned. These costs are recorded in sales and marketing expense in the condensed consolidated statements of operations. |
Accounts Receivable | Accounts Receivable The Company’s accounts receivables represent unconditional rights to consideration and are generated using its clinical services and pharma services. The Company’s clinical services are fulfilled upon completion of the test, review and release of the test results. In conjunction with fulfilling these services, the Company bills the third-party payer or direct-bill payer. Contractual adjustments represent the difference between the list prices and the reimbursement rates set by third-party payers, including Medicare, commercial payers, and amounts billed to direct-bill payers. Specific accounts may be written off after several appeals, which in some cases may take longer than twelve months. Pharma services represent, primarily, the performance of laboratory tests in support of clinical trials for pharma services customers. The Company bills these services directly to the customer. |
Leases | Leases The Company determines if an arrangement contains a lease in whole or in part at the inception of the contract. Right-of-use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term while lease liabilities represent our obligation to make lease payments arising from the lease. All leases with terms greater than twelve months result in the recognition of a ROU asset and a liability at the lease commencement date based on the present value of the lease payments over the lease term. Unless a lease provides all of the information required to determine the implicit interest rate, we use our incremental borrowing rate based on the information available at the commencement date in determining the present value of the lease payments. We use the implicit interest rate in the lease when readily determinable. Our lease terms include all non-cancelable periods and may include options to extend (or to not terminate) the lease when it is reasonably certain that we will exercise that option. Leases with terms of twelve months or less at the commencement date are expensed on a straight-line basis over the lease term and do not result in the recognition of an asset or liability. See Note 7, Leases |
Other Current Assets | Other Current Assets Other current assets consisted of the following as of June 30, 2020 and December 31, 2019: June 30, 2020 December 31, 2019 (unaudited) Lab supply inventory 2,331 1,825 Prepaid expenses 728 971 Funds in escrow - 888 Due from CGI 525 92 Other 167 75 Total other current assets $ 3,751 $ 3,851 |
Long-lived Assets, Including Finite-lived Intangible Assets | Long-Lived Assets, including Finite-Lived Intangible Assets Finite-lived intangible assets are stated at cost less accumulated amortization. Amortization of finite-lived acquired intangible assets is recognized on a straight-line basis, using the estimated useful lives of the assets of approximately two years to ten years in acquisition-related amortization expense in the condensed consolidated statements of operations. The Company reviews the recoverability of long-lived assets and finite-lived intangible assets whenever events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. If the sum of the expected future undiscounted cash flows is less than the carrying amount of the asset, an impairment loss is recognized by reducing the recorded value of the asset to its fair value measured by future discounted cash flows. This analysis requires estimates of the amount and timing of projected cash flows and, where applicable, judgments associated with, among other factors, the appropriate discount rate. Such estimates are critical in determining whether any impairment charge should be recorded and the amount of such charge if an impairment loss is deemed to be necessary. |
Basic and Diluted Net Loss Per Share | Basic and Diluted Net Loss per Share A reconciliation of the number of shares of common stock, par value $0.01 per share (the “Common Stock”), used in the calculation of basic and diluted loss per share for the three- and six-month periods ended June 30, 2020 and 2019 is as follows: Three Months Ended Six Months Ended June 30, June 30, 2020 2019 2020 2019 (unaudited) (unaudited) Basic weighted average number of common shares 4,033 3,813 4,018 3,665 Potential dilutive effect of stock-based awards - - - - Diluted weighted average number of common shares 4,033 3,813 4,018 3,665 The Company’s Preferred Stock, on an as converted basis of 7,833,334 shares for the three- and six-months ended June 30, 2020, and the following outstanding stock-based awards and warrants, were excluded from the computation of the effect of dilutive securities on loss per share for the following periods as they would have been anti-dilutive (rounded to thousands): Three Months Ended Six Months Ended June 30, June 30, 2020 2019 2020 2019 (unaudited) (unaudited) Options 638 394 638 394 Stock-settled stock appreciation rights (SARs) - 2 - 2 Restricted stock 6 - 6 - Restricted stock units (RSUs) 36 54 36 54 Warrants 1,420 1,420 1,420 1,420 2,100 1,870 2,100 1,870 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
Schedule of Other Current Assets | Other current assets consisted of the following as of June 30, 2020 and December 31, 2019: June 30, 2020 December 31, 2019 (unaudited) Lab supply inventory 2,331 1,825 Prepaid expenses 728 971 Funds in escrow - 888 Due from CGI 525 92 Other 167 75 Total other current assets $ 3,751 $ 3,851 |
Schedule of Basic and Diluted Net Loss Per Share | A reconciliation of the number of shares of common stock, par value $0.01 per share (the “Common Stock”), used in the calculation of basic and diluted loss per share for the three- and six-month periods ended June 30, 2020 and 2019 is as follows: Three Months Ended Six Months Ended June 30, June 30, 2020 2019 2020 2019 (unaudited) (unaudited) Basic weighted average number of common shares 4,033 3,813 4,018 3,665 Potential dilutive effect of stock-based awards - - - - Diluted weighted average number of common shares 4,033 3,813 4,018 3,665 |
Schedule of Computation of Dilutive Securities | The Company’s Preferred Stock, on an as converted basis of 7,833,334 shares for the three months ended June 30, 2020, and the following outstanding stock-based awards and warrants, were excluded from the computation of the effect of dilutive securities on loss per share for the following periods as they would have been anti-dilutive (rounded to thousands): Three Months Ended Six Months Ended June 30, June 30, 2020 2019 2020 2019 (unaudited) (unaudited) Options 638 394 638 394 Stock-settled stock appreciation rights (SARs) - 2 - 2 Restricted stock 6 - 6 - Restricted stock units (RSUs) 36 54 36 54 Warrants 1,420 1,420 1,420 1,420 2,100 1,870 2,100 1,870 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Identifiable Intangible Assets Carrying Value | The net carrying value of the identifiable intangible assets from all acquisitions as of June 30, 2020 and December 31, 2019 are as follows: As of June 30, 2020 As of December 31, 2019 Life Carrying Carrying (Years) Amount Amount Asuragen acquisition: Thyroid 9 $ 8,519 $ 8,519 RedPath acquisition: Pancreas test 7 16,141 16,141 Barrett's test 9 18,351 18,351 BioPharma acquisition: Trademarks 10 1,600 1,600 Customer relationships 8 5,700 5,700 CLIA Lab 2.3 $ 609 $ 609 Total $ 50,920 $ 50,920 Accumulated Amortization $ (19,481 ) $ (17,419 ) Net Carrying Value $ 31,439 $ 33,501 |
Schedule of Future Estimated Amortization Expense | Estimated amortization expense for the next five years is as follows: 2020 2021 2022 2023 2024 $ 4,124 $ 4,760 $ 3,859 $ 3,859 $ 3,149 |
Schedule of Goodwill Carrying Value | The following table displays a roll forward of the carrying amount of goodwill from December 31, 2019 to June 30, 2020: Carrying Amount Balance as of December 31, 2019 $ 8,433 Adjustments - Balance as of June 30, 2020 $ 8,433 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Instrument Measured on Recurring Basis | The valuation methodologies used for the Company’s financial instruments measured on a recurring basis at fair value, including the general classification of such instruments pursuant to the valuation hierarchy, is set forth in the tables below: As of June 30, 2020 Fair Value Measurements Carrying Fair As of June 30, 2020 Amount Value Level 1 Level 2 Level 3 Liabilities: (unaudited) Contingent consideration: Asuragen (1) $ 2,861 $ 2,861 $ - $ - $ 2,861 Other long-term liabilities: Warrant liability (2) 33 33 - - 33 $ 2,894 $ 2,894 $ - $ - $ 2,894 As of December 31, 2019 Fair Value Measurements Carrying Fair As of December 31, 2019 Amount Value Level 1 Level 2 Level 3 Liabilities: Contingent consideration: Asuragen (1) $ 2,893 $ 2,893 $ - $ - $ 2,893 Other long-term liabilities: Warrant liability (2) 82 82 - - 82 $ 2,975 $ 2,975 $ - $ - $ 2,975 (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 June 30, 2020 is as follows: Certain of the Company’s non-financial assets, such as other intangible assets and goodwill, are measured at fair value on a nonrecurring basis when there is an indicator of impairment and recorded at fair value only when an impairment charge is recognized. Cancellation Adjustment of Obligation/ to Fair Value/ December 31, 2019 Payments Accretion Conversions Exercises Mark to Market June 30, 2020 (unaudited) Asuragen $ 2,893 $ (308 ) $ 276 $ - $ - $ 2,861 Underwriters Warrants 82 - - - (49 ) 33 $ 2,975 $ (308 ) $ 276 $ - $ (49 ) $ 2,894 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Leases [Abstract] | |
Schedule of Financing and Operating Leases | The table below presents the lease-related assets and liabilities recorded in the Condensed Consolidated Balance Sheet: Classification on the Balance Sheet June 30, 2020 (unaudited) Assets Financing lease assets Property and equipment, net $ 528 Operating lease assets Operating lease right of use assets 5,172 Total lease assets $ 5,700 Liabilities Current Financing lease liabilities Other accrued expenses $ 150 Operating lease liabilities Other accrued expenses 1,171 Total current lease liabilities $ 1,321 Noncurrent Financing lease liabilities Other long-term liabilities 57 Operating lease liabilities Operating lease liabilities, net of current portion 3,940 Total long-term lease liabilities 3,997 Total lease liabilities $ 5,318 |
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 June 30, 2020: Operating Leases Financing Leases 2020 991 98 2021 1,235 120 2022 1,028 13 2023 629 - 2024-2030 2,717 Total minimum lease payments 6,600 231 Less: amount of lease payments representing effects of discounting 1,489 24 Present value of future minimum lease payments 5,111 207 Less: current obligations under leases 1,171 150 Long-term lease obligations $ 3,940 $ 57 |
Schedule of Future Minimum Lease Payments Under Non-Cancelable Leases | As of June 30, 2020, contractual obligations with terms exceeding one year and estimated minimum future rental payments required by non-cancelable operating leases with initial or remaining lease terms exceeding one year were as follows: Less than 1 to 3 3 to 5 After Total 1 Year Years Years 5 Years Operating lease obligations $ 6,600 $ 991 $ 2,263 $ 1,020 $ 2,326 Total $ 6,600 $ 991 $ 2,263 $ 1,020 $ 2,326 |
Accrued Expenses and Long-Ter_2
Accrued Expenses and Long-Term Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Accrued Expenses And Long-term Liabilities | |
Schedule of Other Accrued Expenses | Other accrued expenses consisted of the following as of June 30, 2020 and December 31, 2019: June 30, 2020 December 31, 2019 (unaudited) Accrued royalties $ 2,237 $ 1,934 Contingent consideration 654 502 Medicare payment advance 2,066 - Operating lease liability 1,171 1,321 Financing lease liability 150 184 Deferred revenue 209 457 Payable to CGI - 888 Accrued sales and marketing - diagnostics 103 197 Accrued lab costs - diagnostics 125 163 Accrued professional fees 1,196 1,399 Taxes payable 311 403 Unclaimed property 565 565 All others 950 1,366 Total other accrued expenses $ 9,737 $ 9,379 |
Schedule of Long Term Liabilities | Long-term liabilities consisted of the following as of June 30, 2020 and December 31, 2019: June 30, 2020 December 31, 2019 (unaudited) Warrant liability $ 33 $ 82 Uncertain tax positions 4,210 4,081 Deferred revenue 239 269 Other 75 141 Total other long-term liabilities $ 4,557 $ 4,573 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions | The following table provides the weighted average assumptions used in determining the fair value of the stock option awards granted during the six month periods ended June 30, 2020 and 2019. June 30, 2020 June 30, 2019 (unaudited) Risk-free interest rate 1.20 % 2.51 % Expected life 5.9 years 6.0 years Expected volatility 124.16 % 127.81 % Dividend yield - - |
Income Taxes (Tables)
Income Taxes (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate Reconciliation | The following table summarizes income tax expense on loss from continuing operations and the effective tax rate for the three- and six-month periods ended June 30, 2020 and 2019: Three Months Ended Six Months Ended June 30, June 30, 2020 2019 2020 2019 (unaudited) (unaudited) Provision for income tax $ 13 $ 5 $ 28 $ 10 Effective income tax rate 0.2 % 0.1 % 0.2 % 0.1 % |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Discontinued Operations Amount Recognized in Balance Sheet | The components of liabilities classified as discontinued operations consist of the following as of June 30, 2020 and December 31, 2019: June 30, 2020 December 31, 2019 (unaudited) Accrued liabilities 766 766 Current liabilities from discontinued operations 766 766 Total liabilities $ 766 $ 766 |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
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 six months ended June 30, 2020 and 2019: Six Months Ended June 30, 2020 2019 (unaudited) Net cash used in operating activities of discontinued operations $ - $ (30 ) Supplemental Disclosures of Non Cash Activities (in thousands) Six Months Ended June 30, 2020 2019 (unaudited) Operating Adoption of ASC 842 - right of use asset $ - $ 2,190 Adoption of ASC 842 - operating lease liability $ - $ (2,312 ) Prepaid stock grants issued to vendors $ - $ 73 Taxes accrued for repurchase of restricted shares $ 49 $ - Investing Accrued Financing costs $ 314 $ - Preferred Stock Deemed Dividend $ 3,033 $ - |
Warrants (Tables)
Warrants (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Warrants and Rights Note Disclosure [Abstract] | |
Schedule of Warrants Outstanding and Warrants Activity | Warrants outstanding and warrant activity for the three- and six-months ended June 30, 2020 are as follows: Description Classification Exercise Price Expiration Date Warrants Issued Warrants Exercised Warrants Cancelled/ Expired Balance December 31, 2019 Balance June 30, 2020 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 - (4,000 ) 53,500 53,500 Base & Overallotment Warrants, issued June 21, 2017 Equity $ 12.50 June 2022 1,437,500 (567,286 ) - 870,214 870,214 Vendor Warrants, issued August 6, 2017 Equity $ 12.50 August 2020 15,000 - - 15,000 15,000 Warrants issued October 12, 2017 Equity $ 18.00 April 2022 320,000 - - 320,000 320,000 Underwriters Warrants, issued January 25, 2019 Equity $ 9.40 January 2022 65,434 - - 65,434 65,434 1,990,934 (567,286 ) (4,000 ) 1,419,648 1,419,648 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) $ in Thousands | Sep. 30, 2020 | May 01, 2020 | Jan. 31, 2020 | Sep. 30, 2019 | Nov. 30, 2018 | May 31, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Nov. 30, 2019 |
Cash and cash equivalents | $ 15,106 | $ 15,106 | $ 2,321 | |||||||||||
Accounts receivable, net | 7,239 | 7,239 | 10,197 | |||||||||||
Total current assets | 26,096 | 26,096 | 16,369 | |||||||||||
Total current liabilities | 16,098 | 16,098 | 17,298 | |||||||||||
Net loss | 5,496 | $ 6,263 | $ 5,220 | $ 3,419 | 14,792 | $ 8,639 | ||||||||
Net cash used in operating activities | 6,673 | 7,785 | ||||||||||||
Line of credit facility | 3,400 | 3,400 | $ 3,000 | |||||||||||
Line of credit facility, remaining borrowing capacity | ||||||||||||||
Cost of revenue | 3,850 | $ 3,031 | 9,963 | $ 5,654 | ||||||||||
Series B Preferred Stock [Member] | ||||||||||||||
Public offering generating net proceeds | $ 19,500 | |||||||||||||
Sale of common stock | 20,000 | |||||||||||||
Equity Distribution Agreement [Member] | ||||||||||||||
Public offering generating net proceeds | $ 3,700 | |||||||||||||
ATM Agreement [Member] | ||||||||||||||
Public offering generating net proceeds | $ 700 | |||||||||||||
Sale of common stock | 178,000 | |||||||||||||
Centers for Medicare & Medicaid Services [Member] | ||||||||||||||
Loans payable | $ 2,100 | |||||||||||||
Department of Health and Human Services [Member] | ||||||||||||||
Loans payable | 650 | |||||||||||||
Other income | 450 | |||||||||||||
Cost of revenue | $ 200 | |||||||||||||
Asset Purchase Agreement [Member] | CGI Bio Pharma [Member] | ||||||||||||||
Proceeds from loans payable | $ 888 | |||||||||||||
Silicon Valley Bank [Member] | ||||||||||||||
Line of credit facility term loan | 3 years | |||||||||||||
Line of credit facility, description | 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 of Credit is the lower of: (i) $3.75 million or (ii) 80% of the Company's eligible accounts receivable (as adjusted by SVB). Revolving Line of Credit outstanding amounts incur interest at a rate per annum equal to the Wall Street Journal Prime Rate plus 0.5%. The Company is also required to pay an unused Revolving Line of Credit 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 of Credit. The Revolving Line of Credit has a maturity date three years from the effective date, or November 13, 2021. | ||||||||||||
Line of credit, percentage | 0.50% | |||||||||||||
Line of credit facility, remaining borrowing capacity | ||||||||||||||
Silicon Valley Bank [Member] | Maximum [Member] | ||||||||||||||
Line of credit facility | $ 4,000 | |||||||||||||
Subsequent Event [Member] | ||||||||||||||
Cash | $ 5,200 | |||||||||||||
Line of credit facility | 3,400 | |||||||||||||
Restricted cash | 350 | |||||||||||||
Subsequent Event [Member] | Silicon Valley Bank [Member] | ||||||||||||||
Repayment of line of credit | $ 3,400 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - $ / shares | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | |||
Common stock, par value | $ 0.01 | $ 0.01 | $ 0.01 |
Number preferred stocks on converted basis | 7,833,334 | 7,833,334 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Other Current Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Accounting Policies [Abstract] | ||
Lab supply inventory | $ 2,331 | $ 1,825 |
Prepaid expenses | 728 | 971 |
Funds in escrow | 888 | |
Due from CGI | 525 | 92 |
Other | 167 | 75 |
Total other current assets | $ 3,751 | $ 3,851 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Basic and Diluted Net Loss Per Share (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Accounting Policies [Abstract] | ||||
Basic weighted average number of common shares | 4,033,000 | 3,813,000 | 4,018,000 | 3,665,000 |
Potential dilutive effect of stock-based awards | ||||
Diluted weighted average number of common shares | 4,033,000 | 3,813,000 | 4,018,000 | 3,665,000 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Schedule of Computation of Dilutive Securities (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share | 2,100,000 | 1,870,000 | 2,100,000 | 1,870,000 |
Options [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share | 638,000 | 394,000 | 638,000 | 394,000 |
Stock-Settled Stock Appreciation Rights (SARs) [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share | 2,000 | 2,000 | ||
Restricted Stock [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share | 6,000 | 6,000 | ||
Restricted Stock Units (RSUs) [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share | 36,000 | 54,000 | 36,000 | 54,000 |
Warrants [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share | 1,420,000 | 1,420,000 | 1,420,000 | 1,420,000 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Jul. 15, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||
Intangible assets | $ 15,600 | |||||
Goodwill | $ 8,433 | 8,433 | $ 8,433 | $ 8,300 | ||
Identifiable intangible assets | $ 7,300 | |||||
Amortization expense | $ 1,000 | $ 800 | $ 2,100 | $ 1,600 | ||
Estimated amortization expense | 5 years |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets - Schedule of Identifiable Intangible Assets Carrying Value (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2020 | Dec. 31, 2019 | |
Finite-lived Intangible Asset, Useful Life (Years) | 5 years | |
Finite-lived Intangible Assets, Gross | $ 50,920 | $ 50,920 |
Finite-lived Intangible Assets, Accumulated Amortization | (19,481) | (17,419) |
Finite-lived Intangible Assets, Net Carrying Value | $ 31,439 | 33,501 |
CLIA Lab [Member] | ||
Finite-lived Intangible Asset, Useful Life (Years) | 2 years 3 months 19 days | |
Finite-lived Intangible Assets, Gross | $ 609 | 609 |
Asuragen Acquisition [Member] | Thyroid [Member] | ||
Finite-lived Intangible Asset, Useful Life (Years) | 9 years | |
Finite-lived Intangible Assets, Gross | $ 8,519 | 8,519 |
RedPath Acquisition [Member] | Pancreas Test [Member] | ||
Finite-lived Intangible Asset, Useful Life (Years) | 7 years | |
Finite-lived Intangible Assets, Gross | $ 16,141 | 16,141 |
RedPath Acquisition [Member] | Barrett's Test [Member] | ||
Finite-lived Intangible Asset, Useful Life (Years) | 9 years | |
Finite-lived Intangible Assets, Gross | $ 18,351 | 18,351 |
BioPharma Acquisition [Member] | Trademarks [Member] | ||
Finite-lived Intangible Asset, Useful Life (Years) | 10 years | |
Finite-lived Intangible Assets, Gross | $ 1,600 | 1,600 |
BioPharma Acquisition [Member] | Customer Relationships [Member] | ||
Finite-lived Intangible Asset, Useful Life (Years) | 8 years | |
Finite-lived Intangible Assets, Gross | $ 5,700 | $ 5,700 |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets - Schedule of Future Estimated Amortization Expense (Details) $ in Thousands | Jun. 30, 2020USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2020 | $ 4,124 |
2021 | 4,760 |
2022 | 3,859 |
2023 | 3,859 |
2024 | $ 3,149 |
Goodwill and Other Intangible_6
Goodwill and Other Intangible Assets - Schedule of Goodwill Carrying Valuel (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2020USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Balance Beginning | $ 8,433 |
Adjustments | |
Balance Ending | $ 8,433 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Financial Instrument Measured on Recurring Basis (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 | |
Warrant liability | [1] | $ 33 | $ 82 |
Fair value of liabilities | [1] | 2,894 | 2,975 |
Fair Value Measurements [Member] | |||
Warrant liability | [1] | 33 | 82 |
Fair value of liabilities | [1] | 2,894 | 2,975 |
Level 1 [Member] | |||
Warrant liability | [1] | ||
Fair value of liabilities | [1] | ||
Level 2 [Member] | |||
Warrant liability | [1] | ||
Fair value of liabilities | [1] | ||
Level 3 [Member] | |||
Warrant liability | [1] | 33 | 82 |
Fair value of liabilities | [1] | 2,894 | 2,975 |
Asuragen [Member] | |||
Contingent consideration | [1] | 2,861 | 2,893 |
Asuragen [Member] | Fair Value Measurements [Member] | |||
Contingent consideration | [1] | 2,861 | 2,893 |
Asuragen [Member] | Level 1 [Member] | |||
Contingent consideration | [1] | ||
Asuragen [Member] | Level 2 [Member] | |||
Contingent consideration | [1] | ||
Asuragen [Member] | Level 3 [Member] | |||
Contingent consideration | [1] | $ 2,861 | $ 2,893 |
[1] | See Note 9, Accrued Expenses and Long-Term Liabilities |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2020USD ($) | |
Beginning Balance | $ 2,975 |
Payments | (308) |
Accretion | 276 |
Cancellation of Obligation/Conversions Exercises | |
Adjustment to Fair Value/Mark to Market | (49) |
Ending Balance | 2,894 |
Underwriter Warrants [Member] | |
Beginning Balance | 82 |
Payments | |
Accretion | |
Cancellation of Obligation/Conversions Exercises | |
Adjustment to Fair Value/Mark to Market | (49) |
Ending Balance | 33 |
Asuragen [Member] | |
Beginning Balance | 2,893 |
Payments | (308) |
Accretion | 276 |
Cancellation of Obligation/Conversions Exercises | |
Adjustment to Fair Value/Mark to Market | |
Ending Balance | $ 2,861 |
Leases (Details Narrative)
Leases (Details Narrative) | 1 Months Ended |
Jun. 30, 2020 | |
Operating lease term | 7 years 1 month 6 days |
Weighted average discount rate leases percentage | 6.00% |
North Carolina Lease [Member] | |
Operating lease term | 5 years |
Lease, description | In June 2020, the Company entered into an amendment of its North Carolina lease extending it for an additional ten years, commencing on June 1, 2020 and continuing until May 31, 2030. The minimum rent per rentable square foot pursuant to the amendment is $14.10 from June 1, 2020 to May 31, 2021, with annual increases of 3%. |
Lease rent increasing percentage | 3.00% |
Lessee, operating lease, option to extend | The Company has two options to extend the term for a period of five years each. |
Lessee, operating lease, option to terminate | The Company has the irrevocable right to terminate the lease on November 30, 2025, as well as on November 30, 2027. |
Leases - Schedule of Financing
Leases - Schedule of Financing and Operating Leases (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Total lease assets | $ 5,700 | |
Current financing lease liabilities | 150 | $ 184 |
Current operating lease liabilities | 1,171 | 1,321 |
Total current lease liabilities | 1,321 | |
Noncurrent financing lease liabilities | 57 | |
Noncurrent operating lease liabilities | 3,940 | $ 2,591 |
Total long-term lease liabilities | 3,997 | |
Total lease liabilities | 5,318 | |
Property and Equipment, Net [Member] | ||
Financing lease assets | 528 | |
Operating Lease Right of Use Assets [Member] | ||
Operating lease assets | 5,172 | |
Other Accrued Expenses [Member] | ||
Current financing lease liabilities | 150 | |
Current operating lease liabilities | 1,171 | |
Operating Lease Liabilities [Member] | ||
Noncurrent financing lease liabilities | 57 | |
Noncurrent operating lease liabilities | $ 3,940 |
Leases - Schedule of Maturities
Leases - Schedule of Maturities of Operating and Financing Lease Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Leases [Abstract] | ||
2020 | $ 991 | |
2021 | 1,235 | |
2022 | 1,028 | |
2023 | 629 | |
2024-2030 | 2,717 | |
Total minimum lease payments | 6,600 | |
Less: amount of lease payments representing effects of discounting | 1,489 | |
Present value of future minimum lease payments | 5,111 | |
Less: current obligations under leases | 1,171 | $ 1,321 |
Long-term lease obligations | 3,940 | 2,591 |
2020 | 98 | |
2021 | 120 | |
2022 | 13 | |
2023 | ||
2024-2030 | ||
Total minimum lease payments | 231 | |
Less: amount of lease payments representing effects of discounting | 24 | |
Present value of future minimum lease payments | 207 | |
Less: current obligations under leases | 150 | $ 184 |
Long-term lease obligations | $ 57 |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Lease Payments Under Non-Cancelable Leases (Details) $ in Thousands | Jun. 30, 2020USD ($) |
Leases [Abstract] | |
Operating lease obligations, Less than 1 Year | $ 991 |
Operating lease obligations, 1 to 3 Years | 2,263 |
Operating lease obligations, 3 to 5 Years | 1,020 |
Operating lease obligations, After 5 Years | 2,326 |
Operating lease obligations, Total | $ 6,600 |
Accrued Expenses and Long-ter_3
Accrued Expenses and Long-term Liabilities - Schedule of Other Accrued Expenses (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Payables and Accruals [Abstract] | ||
Accrued royalties | $ 2,237 | $ 1,934 |
Contingent consideration | 654 | 502 |
Medicare payment advance | 2,066 | |
Operating lease liability | 1,171 | 1,321 |
Financing lease liability | 150 | 184 |
Deferred revenue | 209 | 457 |
Payable to CGI | 888 | |
Accrued sales and marketing - diagnostics | 103 | 197 |
Accrued lab costs - diagnostics | 125 | 163 |
Accrued professional fees | 1,196 | 1,399 |
Taxes payable | 311 | 403 |
Unclaimed property | 565 | 565 |
All others | 950 | 1,366 |
Total other accrued expenses | $ 9,737 | $ 9,379 |
Accrued Expenses and Long-ter_4
Accrued Expenses and Long-term Liabilities - Schedule of Long Term Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Payables and Accruals [Abstract] | ||
Warrant liability | $ 33 | $ 82 |
Uncertain tax positions | 4,210 | 4,081 |
Deferred revenue | 239 | 269 |
Other | 75 | 141 |
Total other long-term liabilities | $ 4,557 | $ 4,573 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Share-based compensation expense | $ 400 | $ 500 | $ 818 | $ 990 |
Performance-Based Options [Member] | ||||
Share-based compensation expense | $ 300 | |||
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 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. |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions (Details) | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Share-based Payment Arrangement [Abstract] | ||
Risk-free interest rate | 1.20% | 2.51% |
Expected life | 5 years 10 months 25 days | 6 years |
Expected volatility | 124.16% | 127.81% |
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 | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Income Tax Disclosure [Abstract] | ||||
Provision for income tax | $ 13 | $ 5 | $ 28 | $ 10 |
Effective income tax rate | 0.20% | 0.10% | 0.20% | 0.10% |
Segment Information (Details Na
Segment Information (Details Narrative) | 6 Months Ended |
Jun. 30, 2020Segment | |
Segment Reporting [Abstract] | |
Number of segments | 1 |
Discontinued Operations - Sched
Discontinued Operations - Schedule of Discontinued Operations Amount Recognized in Balance Sheet (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Discontinued Operations and Disposal Groups [Abstract] | ||
Accrued liabilities | $ 766 | $ 766 |
Current liabilities from discontinued operations | 766 | 766 |
Total liabilities | $ 766 | $ 766 |
Revolving Line of Credit (Detai
Revolving Line of Credit (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | 6 Months Ended | ||||
Nov. 30, 2018 | Jun. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | Nov. 30, 2019 | Nov. 13, 2018 | |
Line of credit | $ 3,400 | $ 3,000 | ||||
Line of credit outstanding accounts receivable | ||||||
Subsequent Event [Member] | ||||||
Line of credit | $ 3,400 | |||||
Restricted cash | 350 | |||||
Silicon Valley Bank [Member] | ||||||
Line of credit outstanding accounts receivable | ||||||
Line of credit facility, description | 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 of Credit is the lower of: (i) $3.75 million or (ii) 80% of the Company's eligible accounts receivable (as adjusted by SVB). Revolving Line of Credit outstanding amounts incur interest at a rate per annum equal to the Wall Street Journal Prime Rate plus 0.5%. The Company is also required to pay an unused Revolving Line of Credit 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 of Credit. The Revolving Line of Credit has a maturity date three years from the effective date, or November 13, 2021. | ||||
Line of credit, percentage | 0.50% | |||||
Revolving Line facility fee monthly in arrears, percentage | 0.35% | |||||
Line of credit, maturity date | Nov. 13, 2021 | |||||
Withdrawn of available funds | $ 3,400 | |||||
Silicon Valley Bank [Member] | Maximum [Member] | ||||||
Line of credit | $ 4,000 | |||||
Silicon Valley Bank [Member] | Prime Rate [Member] | ||||||
Line of credit, percentage | 0.50% | |||||
SVB Loan Agreement [Member] | ||||||
Line of credit | $ 3,400 | |||||
SVB Loan Agreement [Member] | Minimum [Member] | ||||||
Line of credit outstanding accounts receivable | 4,000 | |||||
SVB Loan Agreement [Member] | Maximum [Member] | ||||||
Line of credit outstanding accounts receivable | $ 8,000 | |||||
SVB Loan Agreement [Member] | Subsequent Event [Member] | ||||||
Restricted cash | $ 350 | |||||
SVB Loan Agreement [Member] | Silicon Valley Bank [Member] | ||||||
Line of credit | $ 4,000 | |||||
Line of credit outstanding accounts receivable | 3,750 | |||||
SVB Loan Agreement [Member] | Silicon Valley Bank [Member] | Term Loan [Member] | ||||||
Line of credit | $ 850 |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information - Schedule of Supplemental Disclosure of Cash flow Information (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Supplemental Cash Flow Elements [Abstract] | ||
Net cash used in operating activities of discontinued operations | $ (30) | |
Adoption of ASC 842 - right of use asset | 2,190 | |
Adoption of ASC 842 - operating lease liability | (2,312) | |
Prepaid stock grants issued to vendors | 73 | |
Taxes accrued for repurchase of restricted shares | 49 | |
Accrued Financing costs | 314 | |
Preferred Stock Deemed Dividend | $ 3,033 |
Equity (Details Narrative)
Equity (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Jan. 15, 2020 | Jan. 10, 2020 | Jan. 31, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2020 | Sep. 20, 2019 |
Preferred stock aggregate value | $ 1 | $ 73 | $ 1 | ||||||
Preferred stock dividend percentage | 6.00% | ||||||||
Stock issued | 178,000 | ||||||||
Sale of net proceeds | $ 700 | ||||||||
Series B Preferred Stock [Member] | |||||||||
Preferred stock adjusted conversion | $ 6 | ||||||||
Company achieve revenue target | $ 34,000 | ||||||||
Intrinsic value of beneficial conversion feature | $ 2,200 | ||||||||
Intrinsic value of effective conversion price per share | $ 6.79 | ||||||||
Series B [Member] | |||||||||
Aggregate of shares issued | 27,000 | ||||||||
Preferred stock adjusted conversion | $ 6 | ||||||||
Series A [Member] | |||||||||
Preferred stock par/stated value | $ 0.01 | $ 0.01 | |||||||
Aggregate of shares issued | 270 | ||||||||
Value of preferred stock exchanged | $ 27,000 | ||||||||
Preferred shares stated value | $ 100,000 | $ 100,000 | |||||||
Preferred stock adjusted conversion | $ 8 | ||||||||
Security Purchase and Exchange Agreement [Member] | Series B Convertible Preferred Stock [Member] | |||||||||
Preferred stock aggregate value | $ 20,000 | ||||||||
Security Purchase and Exchange Agreement [Member] | Series B [Member] | |||||||||
Preferred stock par/stated value | $ 0.01 | ||||||||
Issuance price of preferred stock | $ 1,000 | ||||||||
Security Purchase and Exchange Agreement [Member] | Series B [Member] | 1315 Capital [Member] | |||||||||
Preferred stock aggregate value | $ 19,000 | ||||||||
Aggregate of shares issued | 19,000 | ||||||||
Security Purchase and Exchange Agreement [Member] | Series B [Member] | Ampersand 2018 Limited Partnership [Member] | |||||||||
Preferred stock aggregate value | $ 1,000 | ||||||||
Aggregate of shares issued | 1,000 | ||||||||
Equity Distribution Agreement [Member] | |||||||||
Aggregate offering price | $ 4,800 | ||||||||
Fixed percentage of commission | 3.00% |
Warrants - Schedule of Warrants
Warrants - Schedule of Warrants Outstanding and Warrants Activity (Details) - $ / shares | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2020 | Dec. 31, 2019 | |
Warrants Issued | 1,990,934 | 1,990,934 | |
Warrants Exercised | (567,286) | (567,286) | |
Warrants Cancelled/Expired | (4,000) | (4,000) | |
Warrants | 1,419,648 | 1,419,648 | 1,419,648 |
Private Placement Warrants [Member] | |||
Description | Private Placement Warrants, issued January 25, 2017 | Private Placement Warrants, issued January 25, 2017 | |
Classification | Equity | Equity | |
Exercise Price | $ 46.90 | $ 46.90 | |
Expiration Date | June 2022 | June 2022 | |
Warrants Issued | 85,500 | 85,500 | |
Warrants Exercised | |||
Warrants Cancelled/Expired | |||
Warrants | 85,500 | 85,500 | 85,500 |
RedPath Warrants [Member] | |||
Description | RedPath Warrants, issued March 22, 2017 | RedPath Warrants, issued March 22, 2017 | |
Classification | Equity | Equity | |
Exercise Price | $ 46.90 | $ 46.90 | |
Expiration Date | September 2022 | September 2022 | |
Warrants Issued | 10,000 | 10,000 | |
Warrants Exercised | |||
Warrants Cancelled/Expired | |||
Warrants | 10,000 | 10,000 | 10,000 |
Underwriter Warrants [Member] | |||
Description | Underwriters Warrants, issued June 21, 2017 | Underwriters Warrants, issued June 21, 2017 | |
Classification | Liability | Liability | |
Exercise Price | $ 13.20 | $ 13.20 | |
Expiration Date | December 2022 | December 2022 | |
Warrants Issued | 57,500 | 57,500 | |
Warrants Exercised | |||
Warrants Cancelled/Expired | (4,000) | (4,000) | |
Warrants | 53,500 | 53,500 | 53,500 |
Base & Overallotment Warrants [Member] | |||
Description | Base & Overallotment Warrants, issued June 21, 2017 | Base & Overallotment Warrants, issued June 21, 2017 | |
Classification | Equity | Equity | |
Exercise Price | $ 12.50 | $ 12.50 | |
Expiration Date | June 2022 | June 2022 | |
Warrants Issued | 1,437,500 | 1,437,500 | |
Warrants Exercised | (567,286) | (567,286) | |
Warrants Cancelled/Expired | |||
Warrants | 870,214 | 870,214 | 870,214 |
Vendor Warrants [Member] | |||
Description | Vendor Warrants, issued August 6, 2017 | Vendor Warrants, issued August 6, 2017 | |
Classification | Equity | Equity | |
Exercise Price | $ 12.50 | $ 12.50 | |
Expiration Date | August 2020 | August 2020 | |
Warrants Issued | 15,000 | 15,000 | |
Warrants Exercised | |||
Warrants Cancelled/Expired | |||
Warrants | 15,000 | 15,000 | 15,000 |
Warrants Issued [Member] | |||
Description | Warrants issued October 12, 2017 | Warrants issued October 12, 2017 | |
Classification | Equity | Equity | |
Exercise Price | $ 18 | $ 18 | |
Expiration Date | April 2022 | April 2022 | |
Warrants Issued | 320,000 | 320,000 | |
Warrants Exercised | |||
Warrants Cancelled/Expired | |||
Warrants | 320,000 | 320,000 | 320,000 |
Underwriters Warrants [Member] | |||
Description | Underwriters Warrants, issued January 25, 2019 | Underwriters Warrants, issued January 25, 2019 | |
Classification | Equity | Equity | |
Exercise Price | $ 9.40 | $ 9.40 | |
Expiration Date | January 2022 | January 2022 | |
Warrants Issued | 65,434 | 65,434 | |
Warrants Exercised | |||
Warrants Cancelled/Expired | |||
Warrants | 65,434 | 65,434 | 65,434 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) $ in Thousands | 6 Months Ended | ||||||
Jun. 30, 2020 | Sep. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | |
Subsequent Event [Line Items] | |||||||
Nasdaq minimum stockholders' equity requirement | The Company was not in compliance with the Nasdaq Listing Rule 5550(b)(1), which requires the minimum stockholders' equity required for continued listing to be in excess of $2.5 million. While the Company notified Nasdaq in advance that it would not be in compliance upon filing of this Report, the Company anticipates that it will receive a letter from Nasdaq notifying it of the failure to meet this listing requirement shortly after the filing of this Report. | ||||||
Stockholders' equity | $ 1,693 | $ 6,838 | $ 13,026 | $ 30,829 | $ 35,771 | $ 32,938 | |
Line of credit facility | 3,400 | $ 3,000 | |||||
Subsequent Event [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Line of credit facility | $ 3,400 | ||||||
Restricted cash | 350 | ||||||
SVB Loan Agreement [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Line of credit facility | 3,400 | ||||||
SVB Loan Agreement [Member] | Subsequent Event [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Restricted cash | $ 350 | ||||||
Maximum [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Stockholders' equity | $ 2,500 |