Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2020 | Jun. 12, 2020 | |
Document And Entity Information | ||
Entity Registrant Name | INTERPACE BIOSCIENCES, INC. | |
Entity Central Index Key | 0001054102 | |
Document Type | 10-Q/A | |
Document Period End Date | Mar. 31, 2020 | |
Amendment Flag | true | |
Amendment Description | On March 25, 2020, the U.S. Securities and Exchange Commission (the "SEC") issued an order Release No. 34-88465 (the "Order") pursuant to its authority under Section 36 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") granting exemptions from certain provisions of that Act and the rules thereunder related to the reporting and proxy delivery requirements for certain public companies. Interpace Biosciences, Inc. (the "Company") is filing this Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 in reliance on the Order, permitting a delay in filing due to circumstances related to COVID-19. The Company filed, on May 15, 2020, a Current Report on Form 8-K (the "May 15th 8-K") indicating its intention to rely on the Order. As stated in the May 15th 8-K, the Company required additional time to finalize this report due to circumstances related to COVID-19, the disease caused by the coronavirus. The effects of COVID-19 have limited the abilities of the Company's employees to conduct normal business activities. This, in turn, delayed the Company's ability to prepare this report. This Amendment No. 1 on Form 10-Q/A (this Amendment) amends the Company's Report on Form 10-Q for the quarter ended March 31, 2020, as amended, (the "Original Filing") and is being filed to show the impact in such quarter of intangible asset amortization and impairment expense for its Barrett's and Thyroid assets which began in 2014. Subsequent to the issuance of its consolidated financial statements for the year ended December 31, 2019 and the quarters ended March 31, 2020 and June 30, 2020, the Company determined that amortization should have commenced upon acquisition of those assets as opposed to the Company's previously disclosed policy of beginning asset amortization when the product was launched and generating revenue. The impact of the additional amortization expense for each of the quarters ended March 31, 2020 and March 31, 2019 was approximately $0.1 million. The impact of the other immaterial adjustments for the quarters ended March 31, 2020 and March 31, 2019 was $0.1 million in expense and $0.2 million in a credit to expense, respectively A description of these adjustments and a summary showing their effect on the restated consolidated statements of operations is provided in Note 1 to the consolidated financial statements. In addition to the errors described above, the restated financial statements also include adjustments to correct certain other immaterial errors, including previously unrecorded immaterial adjustments identified in audits of prior years' financial statements. The Company is filing this report in order to amend certain information in Items 1, 2 and 4 of Part I to reflect the restatement of the March 31, 2020 and 2019 unaudited interim consolidated statements of operations and Notes 1,3,5 and 9 to the consolidated financial statements attached hereto solely to the extent necessary to reflect the adjustments described herein; and the principal executive officer and principal financial officer certifications pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002. Except for the foregoing items, no other information in the Original Filing is revised by this Amendment. | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business Flag | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 4,036,595 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2020 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 13,370 | $ 2,321 |
Accounts receivable, net of allowance for doubtful accounts of $275 and $25, respectively | 9,799 | 10,338 |
Other current assets | 4,976 | 3,851 |
Total current assets | 28,145 | 16,510 |
Property and equipment, net | 6,610 | 6,814 |
Other intangible assets, net | 14,734 | 15,849 |
Goodwill | 8,433 | 8,433 |
Operating lease right of use assets | 2,811 | 3,892 |
Other long-term assets | 42 | 42 |
Total assets | 60,775 | 51,540 |
Current liabilities: | ||
Accounts payable | 4,456 | 4,709 |
Accrued salary and bonus | 1,865 | 2,341 |
Other accrued expenses | 8,639 | 9,476 |
Current liabilities from discontinued operations | 766 | 766 |
Total current liabilities | 15,726 | 17,292 |
Contingent consideration | 2,264 | 2,391 |
Operating lease liabilities, net of current portion | 1,384 | 2,591 |
Line of credit | 1,200 | 3,000 |
Other long-term liabilities | 4,563 | 4,573 |
Total liabilities | 25,137 | 29,847 |
Commitments and contingencies (Note 8) | ||
Preferred stock, $.01 par value; 5,000,000 shares authorized | ||
Stockholders' equity: | ||
Common stock, $.01 par value; 100,000,000 shares authorized; 4,055,454 and 3,932,370 shares issued, respectively; 4,043,673 and 3,920,589 shares outstanding, respectively | 402 | 393 |
Additional paid-in capital | 182,580 | 182,514 |
Accumulated deficit | (192,159) | (185,665) |
Treasury stock, at cost (11,781 and 11,781 shares, respectively) | (1,721) | (1,721) |
Total stockholders' equity | (10,898) | (4,479) |
Total liabilities and stockholders' equity | 14,239 | 25,368 |
Total liabilities, preferred stock and stockholders' equity | 60,775 | 51,540 |
Series A [Member] | ||
Current liabilities: | ||
Preferred stock, $.01 par value; 5,000,000 shares authorized | 26,172 | |
Series B [Member] | ||
Current liabilities: | ||
Preferred stock, $.01 par value; 5,000,000 shares authorized | $ 46,536 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Allowance for doubtful accounts | $ 275 | $ 25 |
Temporary equity, par value | $ 0.01 | $ 0.01 |
Temporary equity, shares authorized | 5,000,000 | 5,000,000 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 4,055,454 | 3,932,370 |
Common stock, shares outstanding | 4,043,673 | 3,920,589 |
Treasury stock, shares | 11,781 | 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 | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Income Statement [Abstract] | ||
Revenue, net | $ 9,059 | $ 6,010 |
Cost of revenue (excluding amortization of $1,115 and $897, respectively) | 6,113 | 2,622 |
Gross profit | 2,946 | 3,388 |
Operating expenses: | ||
Sales and marketing | 2,481 | 2,411 |
Research and development | 809 | 528 |
General and administrative | 4,893 | 2,735 |
Acquisition related amortization expense | 1,115 | 897 |
Total operating expenses | 9,298 | 6,571 |
Operating loss | (6,352) | (3,183) |
Interest accretion | (109) | (129) |
Other income (expense), net | 47 | 48 |
Loss from continuing operations before tax | (6,414) | (3,264) |
Provision for income taxes | 15 | 5 |
Loss from continuing operations, net of tax | (6,429) | (3,269) |
Loss from discontinued operations, net of tax | (65) | (57) |
Net loss | (6,494) | (3,326) |
Less adjustment for preferred stock deemed dividend | (3,033) | |
Net loss attributable to common stockholders | $ (9,527) | $ (3,326) |
Basic and diluted loss per share of common stock: | ||
From continuing operations | $ (2.37) | $ (0.93) |
From discontinued operations | (0.01) | (0.01) |
Net loss per basic and diluted share of common stock | $ (2.38) | $ (0.94) |
Weighted average number of common shares and common share equivalents outstanding: | ||
Basic | 4,004,000 | 3,515,000 |
Diluted | 4,004,000 | 3,515,000 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Income Statement [Abstract] | ||
Amortization | $ 1,115 | $ 897 |
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 | $ (158,981) | $ 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 | $ 94 | 5,868 | 5,962 | ||
Common stock issued through offerings, shares | 933,000 | ||||
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 | (3,326) | (3,326) | |||
Balance at Mar. 31, 2019 | $ 382 | $ (1,712) | 181,954 | (162,252) | 18,372 |
Balance, shares at Mar. 31, 2019 | 3,819,000 | 10,000 | |||
Balance at Dec. 31, 2019 | $ 393 | $ (1,721) | 182,514 | (185,665) | (4,479) |
Balance, shares at Dec. 31, 2019 | 3,932,000 | 12,000 | |||
Common stock issued | $ 1 | 1 | |||
Common stock issued, shares | 37,000 | ||||
Restricted stock issued | |||||
Restricted stock issued, shares | 6,000 | ||||
Common stock issued through market sales | $ 8 | 476 | 484 | ||
Common stock issued through market sales, shares | 80,000 | ||||
Common stock issued through offerings | |||||
Common stock issued through offerings, 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 | (6,494) | (6,494) | |||
Balance at Mar. 31, 2020 | $ 402 | $ (1,721) | $ 182,580 | $ (192,159) | $ (10,898) |
Balance, shares at Mar. 31, 2020 | 4,055,000 | 12,000 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Cash Flows From Operating Activities | ||
Net loss | $ (6,494) | $ (3,326) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 1,319 | 957 |
Interest accretion | 109 | 129 |
Mark to market on warrants | (26) | (3) |
Stock-based compensation | 418 | 538 |
Bad debt expense | 250 | |
Other gains and expenses, net | 18 | |
Other changes in operating assets and liabilities: | ||
Decrease (increase) in accounts receivable | 289 | (1,738) |
(Increase) decrease in other current assets | (1,125) | 11 |
(Decrease) increase in accounts payable | (253) | 93 |
(Decrease) increase in accrued salaries and bonus | (476) | 205 |
(Decrease) increase in accrued liabilities | (1,149) | 99 |
Increase in long-term liabilities | 16 | 57 |
Net cash used in operating activities | (7,122) | (2,960) |
Cash Flows From Investing Activity | ||
Purchase of property and equipment | (12) | |
Sale of property and equipment | 13 | |
Net cash provided by investing activity | 1 | |
Cash Flows From Financing Activities | ||
Issuance of common stock, net of expenses | 434 | 6,015 |
Payments on Line of Credit | (1,800) | |
Issuance of Series B preferred stock, net of expenses | 19,537 | |
Net cash provided by financing activities | 18,171 | 6,015 |
Net increase in cash and cash equivalents | 11,049 | 3,056 |
Cash and cash equivalents - beginning | 2,321 | 6,068 |
Cash and cash equivalents - ending | $ 13,370 | $ 9,124 |
Overview
Overview | 3 Months Ended |
Mar. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Overview | 1. OVERVIEW Nature of Business 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 with the goals of delivering safer, more effective drugs to market more quickly, and improving patient care. Impact of COVID-19 pandemic We have taken what we believe are all necessary precautions to safeguard our employees from the Coronavirus (COVID-19) pandemic. We are following the Centers for Disease Control and Prevention’s (“CDC”) guidance and local restrictions. The majority of our employees who do not work in a lab are currently on a telecommunication work arrangement and have generally been able to successfully work remotely. Our labs require in-person staffing and as of the date of this report, we have been able to successfully operate our labs through a combination of social distancing and protective equipment. Our employees in the lab are wearing what we believe is appropriate protective gear. There can be no assurance that key employees will not become ill or that we will able to continue to operate our labs. We have furloughed a number of employees as a result of reductions in customer demand. The extent to which the COVID-19 pandemic impacts our operations is dependent on future developments, which are still highly uncertain and cannot be fully predicted at this time, and include the duration, severity and scope of the outbreak and the actions taken to contain or treat the coronavirus outbreak. In particular, the spread of the coronavirus globally is adversely affecting global economies and financial markets which could materially and adversely impact our operations including, without limitation, the functioning of our laboratories, the availability of supplies including reagents, the progress and data collection of our pharma services, customer demand and travel and employee health and availability. We believe that the COVID-19 pandemic will adversely impact our results of operations, cash flows and financial condition for the second quarter of fiscal 2020 and possibly beyond. Our fiscal 2020 first quarter revenue was impacted by lower than expected clinical service volume throughout March 2020, which we believe has resulted from the temporary reduction in non-essential testing procedures in connection with the COVID-19 pandemic. Our pharma services first quarter revenue increased throughout the first quarter and average daily accessions improved in March 2020 as compared to January and February 2020. However, as of the date of this Report, our overall business is still down approximately 30% from our run rate before the pandemic. We continue to monitor the rapidly evolving situation and guidance from authorities, including federal, state and local public health authorities and may take additional actions based on their recommendations. In these dynamic circumstances, there may be developments outside our control requiring us to adjust our operating plan. At this time, we do not anticipate any lab closures beyond temporary work stoppages from time to time to clean and disinfect the labs. Lab supplies including reagents have been secured to mitigate any potential supply chain issues for the foreseeable future and we are not observing any shortages due to supply chain issues. Our third party clinical services billing and collections company has taken steps to continue operations remotely. We are monitoring the situation on a daily basis and have developed contingency plans to potentially mitigate the anticipated adverse financial impact of the COVID-19 pandemic. These contingency plans include significant cost saving actions to offset any volume shortfall and additional action plans to react to further potential declines. While we are continuing to make progress on a regular basis in returning to volumes prior to the pandemic there is, however, no guarantee in the future we will recover the business which has been lost or inactive. Restatement We have restated herein our unaudited consolidated financial statements as of March 31, 2020 for the three months ended March 31, 2020 and March 31, 2020. We have also restated impacted amounts within the accompanying footnotes to the consolidated financial statements which have been noted as such. As a result of overall economic conditions related to the coronavirus pandemic, the impact of the coronavirus pandemic on the Company’s financial results, and the decrease in the price of the Company’s common stock noted during the third quarter of fiscal 2020, the Company performed an internal review of its long-lived assets. Due to an extended delay in the launch of the Company’s Barrett’s test, the Company believes there was a triggering event in Fiscal 2016. The Company applied the required procedures under ASC 360 and assessed the estimated future cash flows related to the Barrett’s intangible asset on an undiscounted basis. It was determined that the carrying value of the asset was in excess of the undiscounted cash flows as of December 31, 2016. As a result, the Company performed a formal valuation of the asset on a discounted basis in order to measure the related impairment. Additionally, the Company concluded that amortization of both the Barrett’s intangible asset and its Thyroid intangible assets should have begun at the point in which the asset was ready for use. The Company’s policy had been to amortize such assets upon launch of the test. On December 7, 2020, the Company’s management conferred with the Audit Committee of the Company’s Board of Directors and concluded that (1) a non-cash impairment charge for an intangible asset of approximately $12 million should have been recorded during the Company’s 2016 fiscal year; (2) the Company should have initiated amortization of such intangible asset in fiscal 2014 and therefore each of fiscal years 2014, 2015, 2016, 2017, 2018, and 2019 and the first two quarters of fiscal 2020 require adjustment to record amortization expense; (3) the consolidated financial statements contained in the Company’s Annual Reports on Form 10-K for the years ended December 31, 2014, 2015, 2016, 2017, 2018, and 2019, as well as the consolidated financial statements contained in the Quarterly Reports on Form 10-Q for each quarterly period within those fiscal years as well as the quarterly periods ended March 31, 2020 and June 30, 2020, should no longer be relied upon. As a result the Company is restating its consolidated financial statements for the three months ended March 31, 2020 and March 31, 2019 in this Form 10-Q/A. The following tables present reconciliation from our prior periods as previously reported to the restated values for the consolidated balance sheets and the consolidated statement of operations. A description of misstatements is listed below: a) Amortization expense - We recorded amortization expense starting at the dates of acquisition for our Barrett’s and Thyroid intangible assets. The impact of the additional amortization charge was approximately $0.1 million in the quarters ended March 31, 2020 and March 31, 2019, respectively. b) Asset impairment - We recorded an impairment charge on our Barrett’s intangible asset of approximately $11.6 million in the fourth quarter of 2016. c) Adjustments - Adjustments to correct certain other immaterial errors, including previously unrecorded immaterial adjustments identified in audits of prior years’ financial statements. INTERPACE BIOSCIENCES, INC. CONDENSED CONSOLIDATED BALANCE SHEET (in thousands, except share and per share data) March 31, 2020 As Restatement Restatement As Restated (unaudited) ASSETS Current assets: Cash and cash equivalents $ 13,370 $ - $ 13,370 Accounts receivable, net of allowance for doubtful accounts of $275 9,799 - 9,799 Other current assets 4,976 - 4,976 Total current assets 28,145 - 28,145 Property and equipment, net 6,610 6,610 Other intangible assets, net 32,470 (17,736 ) (a) (b) 14,734 Goodwill 8,433 - 8,433 Operating lease right of use assets 2,811 - 2,811 Other long-term assets 42 - 42 Total assets $ 78,511 $ (17,736 ) $ 60,775 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 4,456 $ - $ 4,456 Accrued salary and bonus 1,865 - 1,865 Other accrued expenses 8,639 - 8,639 Current liabilities from discontinued operations 766 - 766 Total current liabilities 15,726 - 15,726 Contingent consideration 2,264 - 2,264 Operating lease liabilities, net of current portion 1,384 - 1,384 Line of credit 1,200 - 1,200 Other long-term liabilities 4,563 - 4,563 Total liabilities 25,137 - 25,137 Commitments and contingencies (Note 8) Preferred stock, $.01 par value; 5,000,000 shares authorized, 47,000 Series B shares issued and outstanding 46,536 - 46,536 Stockholders’ equity: Common stock, $.01 par value; 100,000,000 shares authorized; 4,055,454 and 4,043,673 shares issued and outstanding, respectively; 402 - 402 Additional paid-in capital 182,580 - 182,580 Accumulated deficit (174,423 ) (17,736 ) (a) (b) (c) (192,159 ) Treasury stock, at cost (11,781 shares) (1,721 ) - (1,721 ) Total stockholders’ equity 6,838 (17,736 ) (10,898 ) Total liabilities and stockholders’ equity $ 31,975 $ (17,736 ) $ 14,239 Total liabilities, preferred stock and stockholders’ equity $ 78,511 $ (17,736 ) $ 60,775 INTERPACE BIOSCIENCES, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited, in thousands, except for per share data) Three Months Ended March 31, 2020 Three Months Ended March 31, 2019 As Previously Reported Restatement Amount Restatement Reference As Restated As Previously Reported Restatement Amount Restatement Reference As Restated Revenue, net $ 9,200 $ (141 ) (c) $ 9,059 $ 6,010 $ - $ 6,010 Cost of revenue 6,113 - 6,113 2,622 - 2,622 Gross profit 3,087 (141 ) (c) 2,946 3,388 - 3,388 Operating expenses: Sales and marketing 2,481 - 2,481 2,411 - 2,411 Research and development 809 - 809 528 - 528 General and administrative 4,887 6 (c) 4,893 2,912 (177 ) (c) 2,735 Acquisition related amortization expense 1,031 84 (a) 1,115 813 84 (a) 897 Total operating expenses 9,208 90 (a) (c) 9,298 6,664 (93 ) (a) (c) 6,571 Operating loss (6,121 ) (231 ) (a) (c) (6,352 ) (3,276 ) 93 (a) (c) (3,183 ) Interest accretion (109 ) - (109 ) (129 ) - (129 ) Other income (expense), net 47 - 47 48 - 48 Loss from continuing operations before tax (6,183 ) (231 ) (a) (c) (6,414 ) (3,357 ) 93 (a) (c) (3,264 ) Provision for income taxes 15 - 15 5 - 5 Loss from continuing operations, net of tax (6,198 ) (231 ) (a) (c) (6,429 ) (3,362 ) 93 (a) (c) (3,269 ) Loss from discontinued operations, net of tax (65 ) - (65 ) (57 ) - (57 ) Net loss (6,263 ) (231 ) (a) (c) (6,494 ) (3,419 ) 93 (a) (c) (3,326 ) Less adjustment for preferred stock deemed dividend (3,033 ) - (3,033 ) - - - Net loss attributable to common stockholders (9,296 ) (231 ) (9,527 ) (3,419 ) 93 (3,326 ) Basic and diluted loss per share of common stock: From continuing operations $ (2.31 ) $ (0.06 ) $ (2.37 ) $ (0.96 ) $ 0.03 $ (0.93 ) From discontinued operations (0.01 ) - (0.01 ) (0.01 ) - (0.01 ) Net loss per basic and diluted share of common stock $ (2.32 ) $ (0.06 ) $ (2.38 ) $ (0.97 ) $ 0.03 $ (0.94 ) Weighted average number of common shares and common share equivalents outstanding: Basic 4,004 4,004 4,004 3,515 3,515 3,515 Diluted 4,004 4,004 4,004 3,515 3,515 3,515 INTERPACE BIOSCIENCES, INC. CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (unaudited, in thousands) As Previously Reported As Restated For The Three Months Ended For The Three Months Ended March 31, 2020 Restatement Restatement March 31, 2020 Shares Amount Amount Reference Shares Amount Common stock: Balance at January 1 3,932 $ 393 $ - 3,932 $ 393 Common stock issued 37 1 - 37 1 Restricted stock issued 6 - - 6 - Common stock issued through market sales 80 8 - 80 8 Common stock issued through offerings - - - - - Balance at March 31 4,055 402 - 4,055 402 Treasury stock: Balance at January 1 12 (1,721 ) - 12 (1,721 ) Treasury stock purchased - - - - - Balance at March 31 12 (1,721 ) - 12 (1,721 ) Additional paid-in capital: Balance at January 1 182,514 - 182,514 Common stock issued through offerings, net of expenses - - - 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 ) Common stock issued through market sales 476 - 476 Stock-based compensation expense 418 - 418 Balance at March 31 182,580 - 182,580 Accumulated deficit: Balance at January 1 (168,160 ) (17,505 ) (a)(b)(c) (185,665 ) Net loss (6,263 ) (231 ) (a)(c) (6,494 ) Adoption of ASC 842 - - - Balance at March 31 (174,423 ) (17,736 ) (192,159 ) Total stockholders’ equity $ 6,838 $ (17,736 ) $ (10,898 ) INTERPACE BIOSCIENCES, INC. CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (unaudited, in thousands) As Previously Reported As Restated For The Three Months Ended For The Three Months Ended March 31, 2019 Restatement Restatement March 31, 2019 Shares Amount Amount Reference Shares Amount Common stock: Balance at January 1 2,877 $ 287 $ - 2,877 $ 287 Common stock issued 9 1 - 9 1 Restricted stock issued - - - - - Common stock issued through market sales - - - - - Common stock issued through offerings 933 94 - 933 94 Balance at March 31 3,819 382 - 3,819 382 Treasury stock: Balance at January 1 7 (1,680 ) - 7 (1,680 ) Treasury stock purchased 3 (32 ) - 3 (32 ) Balance at March 31 10 (1,712 ) - 10 (1,712 ) Additional paid-in capital: Balance at January 1 175,820 - 175,820 Common stock issued through offerings, net of expenses 5,868 - 5,868 Extinguishment of Series A Shares - - - Beneficial Conversion Feature in connection with Series B Issuance - - - Amortization of Beneficial Conversion Feature - - - Common stock issued through market sales - - - Stock-based compensation expense 266 - 266 Balance at March 31 181,954 - 181,954 Accumulated deficit: Balance at January 1 (141,489 ) (17,492 ) (a)(b)(c) (158,981 ) Net loss (3,419 ) 93 (a)(c) (3,326 ) Adoption of ASC 842 55 - 55 Balance at March 31 (144,853 ) (17,399 ) (162,252 ) Total stockholders’ equity $ 35,771 $ (17,399 ) $ 18,372 INTERPACE BIOSCIENCES, INC. CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (unaudited, in thousands) For The Three Months Ended March 31, 2020 2020 As Previously Restatement Restatement As Restated Cash Flows From Operating Activities Net loss $ (6,263 ) $ (231 ) (a)(c) $ (6,494 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 1,235 84 (a) 1,319 Interest accretion 109 - 109 Mark to market on warrants (26 ) - (26 ) Stock-based compensation 418 - 418 Bad debt expense 250 - 250 Other gains and expenses, net - - - Other changes in operating assets and liabilities: Decrease (increase) in accounts receivable 148 141 (c) 289 (Increase) decrease in other current assets (1,125 ) - (1,125 ) (Decrease) increase in accounts payable (356 ) 103 (c) (253 ) (Decrease) increase in accrued salaries and bonus (476 ) - (476 ) (Decrease) increase in accrued liabilities (1,052 ) (97 ) (c) (1,149 ) Increase in long-term liabilities 16 - 16 Net cash used in operating activities (7,122 ) - (7,122 ) Cash Flows From Investing Activity Purchase of property and equipment - - - Sale of property and equipment - - - Net cash provided by investing activity - - - Cash Flows From Financing Activities Issuance of common stock, net of expenses 434 - 434 Payments on Line of Credit (1,800 ) - (1,800 ) Issuance of Series B preferred stock, net of expenses 19,537 - 19,537 Net cash provided by financing activities 18,171 - 18,171 Net increase in cash and cash equivalents 11,049 - 11,049 Cash and cash equivalents – beginning 2,321 - 2,321 Cash and cash equivalents – ending $ 13,370 $ - $ 13,370 INTERPACE BIOSCIENCES, INC. CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (unaudited, in thousands) For The Three Months Ended March 31, 2019 2019 As Previously Restatement Restatement As Restated Cash Flows From Operating Activities Net loss $ (3,419 ) $ 93 (a)(c) $ (3,326 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 873 84 (a) 957 Interest accretion 129 - 129 Mark to market on warrants (3 ) - (3 ) Stock-based compensation 538 - 538 Bad debt expense - - - Other gains and expenses, net 18 - 18 Other changes in operating assets and liabilities: Decrease (increase) in accounts receivable (1,738 ) - (1,738 ) (Increase) decrease in other current assets 11 - 11 (Decrease) increase in accounts payable 93 - 93 (Decrease) increase in accrued salaries and bonus 325 (120 ) (c) 205 (Decrease) increase in accrued liabilities 156 (57 ) (c) 99 Increase in long-term liabilities 57 - 57 Net cash used in operating activities (2,960 ) - (2,960 ) Cash Flows From Investing Activity Purchase of property and equipment (12 ) - (12 ) Sale of property and equipment 13 - 13 Net cash provided by investing activity 1 - 1 Cash Flows From Financing Activities Issuance of common stock, net of expenses 6,015 - 6,015 Net cash provided by financing activities 6,015 - 6,015 Net increase in cash and cash equivalents 3,056 - 3,056 Cash and cash equivalents – beginning 6,068 - 6,068 Cash and cash equivalents – ending $ 9,124 $ - $ 9,124 |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 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 Interpace Biosciences, Inc. (the “Company” or “Interpace”), 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 as amended on May 29, 2020 and the date hereof (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 (“CSO”) business unit which was sold on December 22, 2015. All significant intercompany balances and transactions have been eliminated in consolidation. Operating results for the three-month period ended March 31, 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. |
Liquidity
Liquidity | 3 Months Ended |
Mar. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Liquidity | 3. LIQUIDITY As of March 31, 2020, the Company had cash and cash equivalents of $13.4 million, net accounts receivable of $9.8 million, total current assets of $28.1 million and total current liabilities of $15.7 million. For the three-months ended March 31, 2020, the Company had a net loss of $6.5 million and cash used in operating activities was $7.1 million. 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, additional borrowings under the Line of Credit as well as by increasing our line of credit limit as a result of the additional accounts receivable acquired in July 2019 as part of our acquisition of the Biopharma business of Cancer Genetics, Inc. or CGI, now our pharma services (which requires a modification to the bank agreement and approval by Silicon Valley Bank (“SVB”), revenue growth and margin improvement, collecting accounts receivable, containing costs as well as exploring other financing options. Management believes that the Company has sufficient cash on hand and sufficient access to cash to sustain operations through at least June 30, 2021. In September 2019, we entered into the Equity Distribution Agreement (the “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 $4.8 million through the Agent. See Note 16, Equity Equity In January 2020, we sold 20,000 Series B preferred shares to investors, led by 1315 Capital, for net proceeds of approximately $19.5 million. See Note 16, Equity The Company maintains an up to a $4.0 million secured Line of Credit facility including a 3-year term loan for $850,000 with SVB. The proceeds of the term loan are expected to be used for laboratory capital expenditures and will be repaid monthly. The balance of the Line of Credit is available for working capital purposes as a revolving line of credit and has 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. Term loan outstanding amounts incur interest at a rate per annum equal to the greater of the Wall Street Journal Prime Rate (the “Prime Rate”) and 5.00%. Revolving Line outstanding amounts incur interest at a rate per annum equal to the Prime Rate plus 0.5%. As of March 31, 2020, $1.2 million was outstanding and $2.2 million was remaining on the 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, 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, and the HSS grant is subject to certain conditions regarding its use, including developing coronavirus and serology tests. These grants and advances require certain certifications by the Company and impose specific limitations on the use of the proceeds. Based on these restrictions and limitations, the Company is treating the $0.65 million HSS grant as restricted cash until we have clarity on how the funds can be utilized by the Company based on the specific requirements of the HSS. 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 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. As of June 17, 2020 we have approximately $16.2 million of cash on hand. Also as of June 17, 2020, the Company has no further availability on its credit facility, but is in the process of completing an agreement with SVB to expand the credit facility. No assurance can be given that such an expansion agreement will be entered into. Upon the filing of this Form 10Q/A, the Company’s stockholders’ equity as of March 31, 2020 was below the minimum required by Nasdaq. In the event the Company is unable to maintain its Nasdaq listing for its common stock due to a failure to meet minimum stockholder equity requirements due to the classification of its preferred stock as temporary equity and as a result of the amortization and impairment of certain intangible assets set forth herein, the Company’s ability to raise additional capital may be adversely impacted. Therefore, there is no guarantee that additional capital can be raised to fund our future operations. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 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 would affect net revenue in the period such variances become known. For our pharma services, performance obligations are satisfied at a point in time as the Company processes samples delivered by the customer. Project level activities, including study setup and project management, are satisfied over the life of the contract. Revenues are recognized at a point in time when the test results or other deliverables are reported to the customer. 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 or diagnostics 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 when incurred because the amortization period would have been one year or less. These costs are recorded in sales and marketing expense in the condensed consolidated statements of operations. Accounts Receivable The Company’s accounts receivables represent unconditional rights to consideration and are generated using its clinical services and pharma services. The Company’s clinical services are fulfilled upon completion of the test, review and release of the test results. In conjunction with fulfilling these services, the Company bills the third-party payer or direct-bill payer. Contractual adjustments represent the difference between the list prices and the reimbursement rates set by third party payers, including Medicare, commercial payers, and amounts billed to direct-bill payers. Specific accounts may be written off after several appeals, which in some cases may take longer than twelve months. Pharma services represent, primarily, the performance of laboratory tests in support of clinical trials for pharma services customers. The Company bills these services directly to the customer. Leases The Company determines if an arrangement contains a lease in whole or in part at the inception of the contract. Right-of-use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term while lease liabilities represent our obligation to make lease payments arising from the lease. All leases with terms greater than twelve months result in the recognition of a ROU asset and a liability at the lease commencement date based on the present value of the lease payments over the lease term. Unless a lease provides all of the information required to determine the implicit interest rate, we use our incremental borrowing rate based on the information available at the commencement date in determining the present value of the lease payments. We use the implicit interest rate in the lease when readily determinable. Our lease terms include all non-cancelable periods and may include options to extend (or to not terminate) the lease when it is reasonably certain that we will exercise that option. Leases with terms of twelve months or less at the commencement date are expensed on a straight-line basis over the lease term and do not result in the recognition of an asset or liability. See Note 7, Leases Other Current Assets Other current assets consisted of the following as of March 31, 2020 and December 31, 2019: March 31, 2020 December 31, 2019 (unaudited) Lab supply inventory 1,885 1,825 Prepaid expenses 826 971 Funds in escrow 888 888 Due from CGI 1,297 92 Other 80 75 Total other current assets $ 4,976 $ 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-month periods ended March 31, 2020 and 2019 is as follows: Three Months Ended March 31, 2020 2019 (unaudited) Basic weighted average number of common shares 4,004 3,515 Potential dilutive effect of stock-based awards - - Diluted weighted average number of common shares 4,004 3,515 The Company’s Preferred Stock, on an as converted basis of 7,833,334 shares for the three months ended March 31, 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 March 31, 2020 2019 (unaudited) Options 578 394 Stock-settled stock appreciation rights (SARs) - 3 Restricted stock 6 - Restricted stock units (RSUs) 36 61 Warrants 1,420 1,420 2,040 1,878 |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 3 Months Ended |
Mar. 31, 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 March 31, 2020 was $8.4 million. The net carrying value of the identifiable intangible assets from all acquisitions as of March 31, 2020 and December 31, 2019 are as follows: As Restated As Restated As of March 31, 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 6,719 6,719 BioPharma acquisition: Trademarks 10 1,600 1,600 Customer relationships 8 5,700 5,700 CLIA Lab 2.3 $ 609 $ 609 Total $ 39,288 $ 39,288 Accumulated Amortization $ (24,554 ) $ (23,439 ) Net Carrying Value $ 14,734 $ 15,849 The following table displays a roll forward of the carrying amount of goodwill from December 31, 2019 to March 31, 2020: Carrying Amount Balance as of December 31, 2019 $ 8,433 Adjustments - Balance as of March 31, 2020 $ 8,433 Amortization expense was approximately $1.1 million and $0.9 million for the three-month periods ended March 31, 2020 and 2019, respectively. Estimated amortization expense for the next five years is as follows: As Restated 2020 2021 2022 2023 2024 $ 4,871 $ 4,078 $ 2,156 $ 1,745 $ 873 |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 6. FAIR VALUE MEASUREMENTS Cash and cash equivalents, accounts receivable, and accounts payable approximate fair value due to their relative short-term nature. The Company’s financial liabilities reflected at fair value in the condensed consolidated financial statements include contingent consideration and warrant liability. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In determining fair value, the Company uses various methods including market, income and cost approaches. Based on these approaches, the Company often utilizes certain assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and/or the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market-corroborated, or generally unobservable inputs. The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. Based upon observable inputs used in the valuation techniques, the Company is required to provide information according to the fair value hierarchy. The fair value hierarchy ranks the quality and reliability of the information used to determine fair values into three broad levels as follows: Level 1: Valuations for assets and liabilities traded in active markets from readily available pricing sources for market transactions involving identical assets or liabilities. Level 2: Valuations for assets and liabilities traded in less active dealer or broker markets. Valuations are obtained from third-party pricing services for identical or similar assets or liabilities. Level 3: Valuations incorporate certain assumptions and projections in determining the fair value assigned to such assets or liabilities. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability. The valuation methodologies used for the Company’s financial instruments measured on a recurring basis at fair value, including the general classification of such instruments pursuant to the valuation hierarchy, is set forth in the tables below: As of March 31, 2020 Fair Value Measurements Carrying Fair As of March 31, 2020 Amount Value Level 1 Level 2 Level 3 Liabilities: (unaudited) Contingent consideration: Asuragen (1) $ 2,866 $ 2,866 $ - $ - $ 2,866 Other long-term liabilities: Warrant liability (2) 55 55 - - 55 $ 2,921 $ 2,921 $ - $ - $ 2,921 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, 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 March 31, 2020 is as follows: Cancellation Adjustment of Obligation/ to Fair Value/ December 31, 2019 Payments Accretion Conversions Exercises Mark to Market March 31, 2020 (unaudited) Asuragen $ 2,893 $ (136 ) $ 109 $ - $ - $ 2,866 Underwriters Warrants 82 - - - (27 ) 55 $ 2,975 $ (136 ) $ 109 $ - $ (27 ) $ 2,921 Certain of the Company’s non-financial assets, such as other intangible assets and goodwill, are measured at fair value on a nonrecurring basis when there is an indicator of impairment and recorded at fair value only when an impairment charge is recognized. |
Leases
Leases | 3 Months Ended |
Mar. 31, 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 March 31, 2020 (unaudited) Assets Financing lease assets Property and equipment, net $ 475 Operating lease assets Operating lease right of use assets 2,811 Total lease assets $ 3,286 Liabilities Current Financing lease liabilities Other accrued expenses $ 160 Operating lease liabilities Other accrued expenses 1,251 Total current lease liabilities $ 1,411 Noncurrent Financing lease liabilities Other long-term liabilities 85 Operating lease liabilities Operating lease liabilities, net of current portion 1,384 Total long-term lease liabilities 1,469 Total lease liabilities $ 2,880 The weighted average remaining lease term for the Company’s operating leases was 2.6 years as of March 31, 2020 and the weighted average discount rate for those leases was 6.0%. The Company’s operating lease expenses are recorded within cost of revenue and general and administrative expenses. With respect to the Rutherford lease, in March 2020 the Company delivered a notice of early termination which would terminate the lease in March 2021. The table below reconciles the cash flows to the lease liabilities recorded on the Company’s Condensed Consolidated Balance Sheet as of March 31, 2020: Operating Leases Financing Leases 2020 1,189 170 2021 878 120 2022 660 13 2023 250 - Total minimum lease payments 2,977 303 Less: amount of lease payments representing effects of discounting 342 58 Present value of future minimum lease payments 2,635 245 Less: current obligations under leases 1,251 160 Long-term lease obligations $ 1,384 $ 85 As of March 31, 2020, contractual obligations with terms exceeding one year and estimated minimum future rental payments required by non-cancelable operating leases with initial or remaining lease terms exceeding one year were as follows: Less than 1 to 3 3 to 5 After Total 1 Year Years Years 5 Years Operating lease obligations $ 2,977 $ 1,189 $ 1,538 $ 250 $ - |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 8. COMMITMENTS AND CONTINGENCIES Litigation Due to the nature of the businesses in which the Company is engaged it is subject to certain risks. Such risks include, among others, risk of liability for personal injury or death to persons using products the Company promotes or commercializes. There can be no assurance that substantial claims or liabilities will not arise in the future due to the nature of the Company’s business activities and recent increases in litigation related to healthcare products. The Company could also be held liable for errors and omissions of its employees in connection with the services it performs that are outside the scope of any indemnity or insurance policy. The Company could be materially adversely affected if it were required to pay damages or incur defense costs in connection with a claim that is outside the scope of an indemnification agreement; if the indemnity, although applicable, is not performed in accordance with its terms; or if the Company’s liability exceeds the amount of applicable insurance or indemnity. |
Accrued Expenses and Long-Term
Accrued Expenses and Long-Term Liabilities | 3 Months Ended |
Mar. 31, 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 March 31, 2020 and December 31, 2019: As Restated As Restated March 31, 2020 December 31, 2019 (unaudited) Accrued royalties $ 2,101 $ 1,934 Contingent consideration 602 502 Operating lease liability 1,251 1,321 Financing lease liability 160 184 Deferred revenue 354 457 Payable to CGI 888 888 Accrued sales and marketing - diagnostics 167 197 Accrued lab costs - diagnostics 104 163 Accrued professional fees 1,064 1,399 Taxes payable 327 403 Unclaimed property 565 565 All others 1,056 1,463 Total other accrued expenses $ 8,639 $ 9,476 Long-term liabilities consisted of the following as of March 31, 2020 and December 31, 2019: March 31, 2020 December 31, 2019 (unaudited) Warrant liability $ 55 $ 82 Uncertain tax positions 4,146 4,081 Deferred revenue 258 269 Other 104 141 Total other long-term liabilities $ 4,563 $ 4,573 |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 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 vested over a one to three-year period for employees and members of the Board. Upon exercise, new shares will be issued by the Company. The restricted shares and restricted stock units (“RSUs”) granted to employees generally have a three-year graded vesting period and are subject to accelerated vesting and forfeiture under certain circumstances. Restricted shares and RSUs granted to Board members generally have a three-year graded vesting period and are subject to accelerated vesting and forfeiture under certain circumstances. The following table provides the weighted average assumptions used in determining the fair value of the stock option awards granted during the three month periods ended March 31, 2020 and 2019. March 31, 2020 March 31, 2019 (unaudited) Risk-free interest rate 1.51 % 2.51 % Expected life 6.0 years 6.0 years Expected volatility 128.87 % 127.81 % Dividend yield - - The Company recognized approximately $0.4 million and $0.5 million of stock-based compensation expense during the three-month periods ended March 31, 2020 and 2019, respectively. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 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-month periods ended March 31, 2020 and 2019: Three Months Ended March 31, 2020 2019 (unaudited) Provision for income tax $ 15 $ 5 Effective income tax rate (0.2 %) (0.1 %) Income tax expense for the three-month periods ended March 31, 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 | 3 Months Ended |
Mar. 31, 2020 | |
Segment Reporting [Abstract] | |
Segment Information | 12. SEGMENT INFORMATION We operate under one segment which is the business of developing and selling diagnostic clinical and pharma services. |
Discontinued Operations
Discontinued Operations | 3 Months Ended |
Mar. 31, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | 13. DISCONTINUED OPERATIONS The components of liabilities classified as discontinued operations relate to Commercial Services and consist of the following as of March 31, 2020 and December 31, 2019: March 31, 2020 December 31, 2019 (unaudited) Accrued liabilities 766 766 Current liabilities from discontinued operations 766 766 Total liabilities $ 766 $ 766 |
Line of Credit
Line of Credit | 3 Months Ended |
Mar. 31, 2020 | |
Line of Credit Facility [Abstract] | |
Line of Credit | 14. LINE OF CREDIT On November 13, 2018 the Company, Interpace Diagnostics Corporation, and Interpace Diagnostics, LLC entered into a Loan and Security Agreement (the “SVB Loan Agreement”) with SVB, which provides for up to $4.0 million of debt financing consisted of a term loan of up to $850,000 and a revolving line of credit based on its outstanding accounts receivable (the “Revolving Line”) of up to $3.75 million. The ability to use the term loan portion of the SVB Loan Agreement expired in 2019. The amount that may be borrowed under the Revolving Line is the lower of (i) $3.75 million or (ii) 80% of the Company’s eligible accounts receivable (as adjusted by SVB). Revolving Line 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 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. The Revolving Line has a maturity date three years from the effective date, or November 13, 2021. As of March 31, 2020, the Company had drawn $1.2 million of the available funds with the Revolving Line and had $2.55 million of remaining availability. As of December 31, 2019, we were in violation of a financial covenant for which we received a waiver from SVB on March 19, 2020. The Company currently is in compliance with all covenants. As of June 17, 2020, the Company has maximized its borrowing under its line of credit facility and therefore has no further availability on its credit facility; however, we are in the process of seeking to expand availability under the credit facility on terms similar to existing terms, but there can be no assurance that such credit line extension will be granted or that it will be granted on commercially reasonable and acceptable terms |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 3 Months Ended |
Mar. 31, 2020 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information | 15. SUPPLEMENTAL CASH FLOW INFORMATION Supplemental Disclosures of Non Cash Activities (in thousands) Three Months Ended March 31, 2020 2019 (unaudited) Operating Adoption of ASC 842 - right of use asset $ - $ 2,449 Adoption of ASC 842 - operating lease liability $ - $ (2,536 ) Taxes accrued for repurchase of restricted shares $ - $ 32 Financing Accrued Financing costs $ 314 $ 53 Preferred Stock Deemed Dividend $ 3,033 $ - |
Equity
Equity | 3 Months Ended |
Mar. 31, 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 II, L.P., (“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 diagnostics business 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 represents a deemed dividend to the preferred shareholders. ATM program On September 20, 2019, the Company entered into an Equity Distribution Agreement (the “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 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 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 Agreement or terminate the 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 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 March 31, 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 15, 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. |
Warrants
Warrants | 3 Months Ended |
Mar. 31, 2020 | |
Warrants | |
Warrants | 17. WARRANTS Warrants outstanding and warrant activity for the three-months ended March 31, 2020 are as follows: Description Classification Exercise Price Expiration Date Warrants Issued Warrants Exercised Warrants Cancelled/ Expired Balance Balance Private Placement Warrants, issued January 25, 2017 Equity $ 46.90 June 2022 85,500 - - 85,500 85,500 RedPath Warrants, issued March 22, 2017 Equity $ 46.90 September 2022 10,000 - - 10,000 10,000 Underwriters Warrants, issued June 21, 2017 Liability $ 13.20 December 2022 57,500 - (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 | 3 Months Ended |
Mar. 31, 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 | 3 Months Ended |
Mar. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | 19. SUBSEQUENT EVENTS Federal Stimulus Programs in Connection with Coronavirus Pandemic 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, 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, and the HSS grant is subject to certain conditions regarding its use, including developing coronavirus and serology tests. These grants and advances require certain certifications by the Company and impose specific limitations on the use of the proceeds. Based on these restrictions and limitations, the Company is treating the $0.65 million HSS grant as restricted cash until we have clarity on how the funds can be utilized by the Company based on the specific requirements of the HSS. Furthermore, although the Company initially explored the possibility of requesting a loan under the Small Business Administration Paycheck Protection Program, we elected not to complete an application because we are not certain we meet certain criteria of the program. 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 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 Current Assets and Other Accrued Expenses, 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. Amendment to Morrisville, North Carolina lease On June 3, 2020, Interpace Pharma Solutions, Inc. (“IPS”), a wholly-owned subsidiary of the Company, entered into an agreement with Southport Business Park Limited Partnership (“the Landlord”) to amend its Morrisville, North Carolina lease effective June 1, 2020 (the “Amendment”). This lease was originally entered into on June 12, 2004 by the Landlord and Cancer Genetics, Inc., the Company’s predecessor-in-interest (the “Original Lease”) and was assigned to the Company on July 15, 2019 (the “Lease Assignment”). The Original Lease together with all amendments, as assigned by the Lease Assignment constitutes the “Lease.” The Company re-affirmed its Guaranty of Lease, dated July 15, 2019, in the Amendment, guaranteeing the obligations of IPS under the Lease. The Amendment provides for an extension of the term of the Lease, which consists of approximately 24,906 square feet utilized by IPS as laboratory and office space to provide its pharma solutions services. The terms of the Lease were set to expire on May 31, 2020. Pursuant to the Amendment, the term of the Lease was extended for ten additional years, commencing on June 1, 2020 and continuing until May 31, 2030 (the “Term”). 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%. The minimum rent during the first year under the Amendment is $351,174.60, which is subject to a rent abatement consisting of six months of rent forgiveness totaling $175,587, provided there is no outstanding uncured event of default (as defined in the Lease). The Company shall continue to pay to Landlord additional rent, representing the Company’s proportionate share of any direct expenses, as stipulated in the Lease. Pursuant to the Amendment, the Company has two options to extend the Term for a period of five years each (the “Extended Terms”). Minimum rent during the Extended Terms, if such options are exercised by the Company, is subject to certain “market value” adjustments as provided for in the Amendment. 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, providing certain timely notification is given to Landlord, specified events occur (such as a merger or sale of the Company’s business), and specified termination payments are made to Landlord. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 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 would affect net revenue in the period such variances become known. For our pharma services, performance obligations are satisfied at a point in time as the Company processes samples delivered by the customer. Project level activities, including study setup and project management, are satisfied over the life of the contract. Revenues are recognized at a point in time when the test results or other deliverables are reported to the customer. |
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 or diagnostics 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 when incurred because the amortization period would have been one year or less. These costs are recorded in sales and marketing expense in the condensed consolidated statements of operations. |
Accounts Receivable | Accounts Receivable The Company’s accounts receivables represent unconditional rights to consideration and are generated using its clinical services and pharma services. The Company’s clinical services are fulfilled upon completion of the test, review and release of the test results. In conjunction with fulfilling these services, the Company bills the third-party payer or direct-bill payer. Contractual adjustments represent the difference between the list prices and the reimbursement rates set by third party payers, including Medicare, commercial payers, and amounts billed to direct-bill payers. Specific accounts may be written off after several appeals, which in some cases may take longer than twelve months. Pharma services represent, primarily, the performance of laboratory tests in support of clinical trials for pharma services customers. The Company bills these services directly to the customer. |
Leases | Leases The Company determines if an arrangement contains a lease in whole or in part at the inception of the contract. Right-of-use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term while lease liabilities represent our obligation to make lease payments arising from the lease. All leases with terms greater than twelve months result in the recognition of a ROU asset and a liability at the lease commencement date based on the present value of the lease payments over the lease term. Unless a lease provides all of the information required to determine the implicit interest rate, we use our incremental borrowing rate based on the information available at the commencement date in determining the present value of the lease payments. We use the implicit interest rate in the lease when readily determinable. Our lease terms include all non-cancelable periods and may include options to extend (or to not terminate) the lease when it is reasonably certain that we will exercise that option. Leases with terms of twelve months or less at the commencement date are expensed on a straight-line basis over the lease term and do not result in the recognition of an asset or liability. See Note 7, Leases |
Other Current Assets | Other Current Assets Other current assets consisted of the following as of March 31, 2020 and December 31, 2019: March 31, 2020 December 31, 2019 (unaudited) Lab supply inventory 1,885 1,825 Prepaid expenses 826 971 Funds in escrow 888 888 Due from CGI 1,297 92 Other 80 75 Total other current assets $ 4,976 $ 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-month periods ended March 31, 2020 and 2019 is as follows: Three Months Ended March 31, 2020 2019 (unaudited) Basic weighted average number of common shares 4,004 3,515 Potential dilutive effect of stock-based awards - - Diluted weighted average number of common shares 4,004 3,515 The Company’s Preferred Stock, on an as converted basis of 7,833,334 shares for the three months ended March 31, 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 March 31, 2020 2019 (unaudited) Options 578 394 Stock-settled stock appreciation rights (SARs) - 3 Restricted stock 6 - Restricted stock units (RSUs) 36 61 Warrants 1,420 1,420 2,040 1,878 |
Overview (Tables)
Overview (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Restatement of Previously Issued Consolidated Financial Statements | INTERPACE BIOSCIENCES, INC. CONDENSED CONSOLIDATED BALANCE SHEET (in thousands, except share and per share data) March 31, 2020 As Restatement Restatement As Restated (unaudited) ASSETS Current assets: Cash and cash equivalents $ 13,370 $ - $ 13,370 Accounts receivable, net of allowance for doubtful accounts of $275 9,799 - 9,799 Other current assets 4,976 - 4,976 Total current assets 28,145 - 28,145 Property and equipment, net 6,610 6,610 Other intangible assets, net 32,470 (17,736 ) (a) (b) 14,734 Goodwill 8,433 - 8,433 Operating lease right of use assets 2,811 - 2,811 Other long-term assets 42 - 42 Total assets $ 78,511 $ (17,736 ) $ 60,775 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 4,456 $ - $ 4,456 Accrued salary and bonus 1,865 - 1,865 Other accrued expenses 8,639 - 8,639 Current liabilities from discontinued operations 766 - 766 Total current liabilities 15,726 - 15,726 Contingent consideration 2,264 - 2,264 Operating lease liabilities, net of current portion 1,384 - 1,384 Line of credit 1,200 - 1,200 Other long-term liabilities 4,563 - 4,563 Total liabilities 25,137 - 25,137 Commitments and contingencies (Note 8) Preferred stock, $.01 par value; 5,000,000 shares authorized, 47,000 Series B shares issued and outstanding 46,536 - 46,536 Stockholders’ equity: Common stock, $.01 par value; 100,000,000 shares authorized; 4,055,454 and 4,043,673 shares issued and outstanding, respectively; 402 - 402 Additional paid-in capital 182,580 - 182,580 Accumulated deficit (174,423 ) (17,736 ) (a) (b) (c) (192,159 ) Treasury stock, at cost (11,781 shares) (1,721 ) - (1,721 ) Total stockholders’ equity 6,838 (17,736 ) (10,898 ) Total liabilities and stockholders’ equity $ 31,975 $ (17,736 ) $ 14,239 Total liabilities, preferred stock and stockholders’ equity $ 78,511 $ (17,736 ) $ 60,775 INTERPACE BIOSCIENCES, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited, in thousands, except for per share data) Three Months Ended March 31, 2020 Three Months Ended March 31, 2019 As Previously Reported Restatement Amount Restatement Reference As Restated As Previously Reported Restatement Amount Restatement Reference As Restated Revenue, net $ 9,200 $ (141 ) (c) $ 9,059 $ 6,010 $ - $ 6,010 Cost of revenue 6,113 - 6,113 2,622 - 2,622 Gross profit 3,087 (141 ) (c) 2,946 3,388 - 3,388 Operating expenses: Sales and marketing 2,481 - 2,481 2,411 - 2,411 Research and development 809 - 809 528 - 528 General and administrative 4,887 6 (c) 4,893 2,912 (177 ) (c) 2,735 Acquisition related amortization expense 1,031 84 (a) 1,115 813 84 (a) 897 Total operating expenses 9,208 90 (a) (c) 9,298 6,664 (93 ) (a) (c) 6,571 Operating loss (6,121 ) (231 ) (a) (c) (6,352 ) (3,276 ) 93 (a) (c) (3,183 ) Interest accretion (109 ) - (109 ) (129 ) - (129 ) Other income (expense), net 47 - 47 48 - 48 Loss from continuing operations before tax (6,183 ) (231 ) (a) (c) (6,414 ) (3,357 ) 93 (a) (c) (3,264 ) Provision for income taxes 15 - 15 5 - 5 Loss from continuing operations, net of tax (6,198 ) (231 ) (a) (c) (6,429 ) (3,362 ) 93 (a) (c) (3,269 ) Loss from discontinued operations, net of tax (65 ) - (65 ) (57 ) - (57 ) Net loss (6,263 ) (231 ) (a) (c) (6,494 ) (3,419 ) 93 (a) (c) (3,326 ) Less adjustment for preferred stock deemed dividend (3,033 ) - (3,033 ) - - - Net loss attributable to common stockholders (9,296 ) (231 ) (9,527 ) (3,419 ) 93 (3,326 ) Basic and diluted loss per share of common stock: From continuing operations $ (2.31 ) $ (0.06 ) $ (2.37 ) $ (0.96 ) $ 0.03 $ (0.93 ) From discontinued operations (0.01 ) - (0.01 ) (0.01 ) - (0.01 ) Net loss per basic and diluted share of common stock $ (2.32 ) $ (0.06 ) $ (2.38 ) $ (0.97 ) $ 0.03 $ (0.94 ) Weighted average number of common shares and common share equivalents outstanding: Basic 4,004 4,004 4,004 3,515 3,515 3,515 Diluted 4,004 4,004 4,004 3,515 3,515 3,515 INTERPACE BIOSCIENCES, INC. CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (unaudited, in thousands) As Previously Reported As Restated For The Three Months Ended For The Three Months Ended March 31, 2020 Restatement Restatement March 31, 2020 Shares Amount Amount Reference Shares Amount Common stock: Balance at January 1 3,932 $ 393 $ - 3,932 $ 393 Common stock issued 37 1 - 37 1 Restricted stock issued 6 - - 6 - Common stock issued through market sales 80 8 - 80 8 Common stock issued through offerings - - - - - Balance at March 31 4,055 402 - 4,055 402 Treasury stock: Balance at January 1 12 (1,721 ) - 12 (1,721 ) Treasury stock purchased - - - - - Balance at March 31 12 (1,721 ) - 12 (1,721 ) Additional paid-in capital: Balance at January 1 182,514 - 182,514 Common stock issued through offerings, net of expenses - - - 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 ) Common stock issued through market sales 476 - 476 Stock-based compensation expense 418 - 418 Balance at March 31 182,580 - 182,580 Accumulated deficit: Balance at January 1 (168,160 ) (17,505 ) (a)(b)(c) (185,665 ) Net loss (6,263 ) (231 ) (a)(c) (6,494 ) Adoption of ASC 842 - - - Balance at March 31 (174,423 ) (17,736 ) (192,159 ) Total stockholders’ equity $ 6,838 $ (17,736 ) $ (10,898 ) INTERPACE BIOSCIENCES, INC. CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (unaudited, in thousands) As Previously Reported As Restated For The Three Months Ended For The Three Months Ended March 31, 2019 Restatement Restatement March 31, 2019 Shares Amount Amount Reference Shares Amount Common stock: Balance at January 1 2,877 $ 287 $ - 2,877 $ 287 Common stock issued 9 1 - 9 1 Restricted stock issued - - - - - Common stock issued through market sales - - - - - Common stock issued through offerings 933 94 - 933 94 Balance at March 31 3,819 382 - 3,819 382 Treasury stock: Balance at January 1 7 (1,680 ) - 7 (1,680 ) Treasury stock purchased 3 (32 ) - 3 (32 ) Balance at March 31 10 (1,712 ) - 10 (1,712 ) Additional paid-in capital: Balance at January 1 175,820 - 175,820 Common stock issued through offerings, net of expenses 5,868 - 5,868 Extinguishment of Series A Shares - - - Beneficial Conversion Feature in connection with Series B Issuance - - - Amortization of Beneficial Conversion Feature - - - Common stock issued through market sales - - - Stock-based compensation expense 266 - 266 Balance at March 31 181,954 - 181,954 Accumulated deficit: Balance at January 1 (141,489 ) (17,492 ) (a)(b)(c) (158,981 ) Net loss (3,419 ) 93 (a)(c) (3,326 ) Adoption of ASC 842 55 - 55 Balance at March 31 (144,853 ) (17,399 ) (162,252 ) Total stockholders’ equity $ 35,771 $ (17,399 ) $ 18,372 INTERPACE BIOSCIENCES, INC. CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (unaudited, in thousands) For The Three Months Ended March 31, 2020 2020 As Previously Restatement Restatement As Restated Cash Flows From Operating Activities Net loss $ (6,263 ) $ (231 ) (a)(c) $ (6,494 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 1,235 84 (a) 1,319 Interest accretion 109 - 109 Mark to market on warrants (26 ) - (26 ) Stock-based compensation 418 - 418 Bad debt expense 250 - 250 Other gains and expenses, net - - - Other changes in operating assets and liabilities: Decrease (increase) in accounts receivable 148 141 (c) 289 (Increase) decrease in other current assets (1,125 ) - (1,125 ) (Decrease) increase in accounts payable (356 ) 103 (c) (253 ) (Decrease) increase in accrued salaries and bonus (476 ) - (476 ) (Decrease) increase in accrued liabilities (1,052 ) (97 ) (c) (1,149 ) Increase in long-term liabilities 16 - 16 Net cash used in operating activities (7,122 ) - (7,122 ) Cash Flows From Investing Activity Purchase of property and equipment - - - Sale of property and equipment - - - Net cash provided by investing activity - - - Cash Flows From Financing Activities Issuance of common stock, net of expenses 434 - 434 Payments on Line of Credit (1,800 ) - (1,800 ) Issuance of Series B preferred stock, net of expenses 19,537 - 19,537 Net cash provided by financing activities 18,171 - 18,171 Net increase in cash and cash equivalents 11,049 - 11,049 Cash and cash equivalents – beginning 2,321 - 2,321 Cash and cash equivalents – ending $ 13,370 $ - $ 13,370 INTERPACE BIOSCIENCES, INC. CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (unaudited, in thousands) For The Three Months Ended March 31, 2019 2019 As Previously Restatement Restatement As Restated Cash Flows From Operating Activities Net loss $ (3,419 ) $ 93 (a)(c) $ (3,326 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 873 84 (a) 957 Interest accretion 129 - 129 Mark to market on warrants (3 ) - (3 ) Stock-based compensation 538 - 538 Bad debt expense - - - Other gains and expenses, net 18 - 18 Other changes in operating assets and liabilities: Decrease (increase) in accounts receivable (1,738 ) - (1,738 ) (Increase) decrease in other current assets 11 - 11 (Decrease) increase in accounts payable 93 - 93 (Decrease) increase in accrued salaries and bonus 325 (120 ) (c) 205 (Decrease) increase in accrued liabilities 156 (57 ) (c) 99 Increase in long-term liabilities 57 - 57 Net cash used in operating activities (2,960 ) - (2,960 ) Cash Flows From Investing Activity Purchase of property and equipment (12 ) - (12 ) Sale of property and equipment 13 - 13 Net cash provided by investing activity 1 - 1 Cash Flows From Financing Activities Issuance of common stock, net of expenses 6,015 - 6,015 Net cash provided by financing activities 6,015 - 6,015 Net increase in cash and cash equivalents 3,056 - 3,056 Cash and cash equivalents – beginning 6,068 - 6,068 Cash and cash equivalents – ending $ 9,124 $ - $ 9,124 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of Other Current Assets | Other current assets consisted of the following as of March 31, 2020 and December 31, 2019: March 31, 2020 December 31, 2019 (unaudited) Lab supply inventory 1,885 1,825 Prepaid expenses 826 971 Funds in escrow 888 888 Due from CGI 1,297 92 Other 80 75 Total other current assets $ 4,976 $ 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-month periods ended March 31, 2020 and 2019 is as follows: Three Months Ended March 31, 2020 2019 (unaudited) Basic weighted average number of common shares 4,004 3,515 Potential dilutive effect of stock-based awards - - Diluted weighted average number of common shares 4,004 3,515 |
Schedule of Computation of Dilutive Securities | The following outstanding stock-based awards and warrants were excluded from the computation of the effect of dilutive securities on loss per share for the following periods as they would have been anti-dilutive (rounded to thousands): Three Months Ended March 31, 2020 2019 (unaudited) Options 578 394 Stock-settled stock appreciation rights (SARs) - 3 Restricted stock 6 - Restricted stock units (RSUs) 36 61 Warrants 1,420 1,420 2,040 1,878 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 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 March 31, 2020 and December 31, 2019 are as follows: As Restated As Restated As of March 31, 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 6,719 6,719 BioPharma acquisition: Trademarks 10 1,600 1,600 Customer relationships 8 5,700 5,700 CLIA Lab 2.3 $ 609 $ 609 Total $ 39,288 $ 39,288 Accumulated Amortization $ (24,554 ) $ (23,439 ) Net Carrying Value $ 14,734 $ 15,849 |
Schedule of Goodwill Carrying Value | The following table displays a roll forward of the carrying amount of goodwill from December 31, 2019 to March 31, 2020: Carrying Amount Balance as of December 31, 2019 $ 8,433 Adjustments - Balance as of March 31, 2020 $ 8,433 |
Schedule of Future Estimated Amortization Expense | Amortization expense was approximately $1.1 million and $0.9 million for the three-month periods ended March 31, 2020 and 2019, respectively. Estimated amortization expense for the next five years is as follows: As Restated 2020 2021 2022 2023 2024 $ 4,871 $ 4,078 $ 2,156 $ 1,745 $ 873 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Instrument Measured on Recurring Basis | The valuation methodologies used for the Company’s financial instruments measured on a recurring basis at fair value, including the general classification of such instruments pursuant to the valuation hierarchy, is set forth in the tables below: As of March 31, 2020 Fair Value Measurements Carrying Fair As of March 31, 2020 Amount Value Level 1 Level 2 Level 3 Liabilities: (unaudited) Contingent consideration: Asuragen (1) $ 2,866 $ 2,866 $ - $ - $ 2,866 Other long-term liabilities: Warrant liability (2) 55 55 - - 55 $ 2,921 $ 2,921 $ - $ - $ 2,921 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 March 31, 2020 is as follows: Cancellation Adjustment of Obligation/ to Fair Value/ December 31, 2019 Payments Accretion Conversions Exercises Mark to Market March 31, 2020 (unaudited) Asuragen $ 2,893 $ (136 ) $ 109 $ - $ - $ 2,866 Underwriters Warrants 82 - - - (27 ) 55 $ 2,975 $ (136 ) $ 109 $ - $ (27 ) $ 2,921 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 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 March 31, 2020 (unaudited) Assets Financing lease assets Property and equipment, net $ 475 Operating lease assets Operating lease right of use assets 2,811 Total lease assets $ 3,286 Liabilities Current Financing lease liabilities Other accrued expenses $ 160 Operating lease liabilities Other accrued expenses 1,251 Total current lease liabilities $ 1,411 Noncurrent Financing lease liabilities Other long-term liabilities 85 Operating lease liabilities Operating lease liabilities, net of current portion 1,384 Total long-term lease liabilities 1,469 Total lease liabilities $ 2,880 |
Schedule of Maturities of Operating and Financing Lease Liabilities | The table below reconciles the cash flows to the lease liabilities recorded on the Company’s Condensed Consolidated Balance Sheet as of March 31, 2020: Operating Leases Financing Leases 2020 1,189 170 2021 878 120 2022 660 13 2023 250 - Total minimum lease payments 2,977 303 Less: amount of lease payments representing effects of discounting 342 58 Present value of future minimum lease payments 2,635 245 Less: current obligations under leases 1,251 160 Long-term lease obligations $ 1,384 $ 85 |
Schedule of Future Minimum Lease Payments Under Non-Cancelable Leases | As of March 31, 2020, contractual obligations with terms exceeding one year and estimated minimum future rental payments required by non-cancelable operating leases with initial or remaining lease terms exceeding one year were as follows: Less than 1 to 3 3 to 5 After Total 1 Year Years Years 5 Years Operating lease obligations $ 2,977 $ 1,189 $ 1,538 $ 250 $ - |
Accrued Expenses and Long-Ter_2
Accrued Expenses and Long-Term Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Accrued Expenses And Long-term Liabilities | |
Schedule of Other Accrued Expenses | Other accrued expenses consisted of the following as of March 31, 2020 and December 31, 2019: As Restated As Restated March 31, 2020 December 31, 2019 (unaudited) Accrued royalties $ 2,101 $ 1,934 Contingent consideration 602 502 Operating lease liability 1,251 1,321 Financing lease liability 160 184 Deferred revenue 354 457 Payable to CGI 888 888 Accrued sales and marketing - diagnostics 167 197 Accrued lab costs - diagnostics 104 163 Accrued professional fees 1,064 1,399 Taxes payable 327 403 Unclaimed property 565 565 All others 1,056 1,463 Total other accrued expenses $ 8,639 $ 9,476 |
Schedule of Long Term Liabilities | Long-term liabilities consisted of the following as of March 31, 2020 and December 31, 2019: March 31, 2020 December 31, 2019 (unaudited) Warrant liability $ 55 $ 82 Uncertain tax positions 4,146 4,081 Deferred revenue 258 269 Other 104 141 Total other long-term liabilities $ 4,563 $ 4,573 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions | The following table provides the weighted average assumptions used in determining the fair value of the stock option awards granted during the three month periods ended March 31, 2020 and 2019. March 31, 2020 March 31, 2019 (unaudited) Risk-free interest rate 1.51 % 2.51 % Expected life 6.0 years 6.0 years Expected volatility 128.87 % 127.81 % Dividend yield - - |
Income Taxes (Tables)
Income Taxes (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate Reconciliation | Three Months Ended March 31, 2020 2019 (unaudited) Provision for income tax $ 15 $ 5 Effective income tax rate (0.2 %) (0.1 %) |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Discontinued Operations Amount Recognized in Balance Sheet | The components of liabilities classified as discontinued operations relate to Commercial Services and consist of the following as of March 31, 2020 and December 31, 2019: March 31, 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) | 3 Months Ended |
Mar. 31, 2020 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Supplemental Disclosure of Cash flow Information | Supplemental Disclosures of Non Cash Activities (in thousands) Three Months Ended March 31, 2020 2019 (unaudited) Operating Adoption of ASC 842 - right of use asset $ - $ 2,449 Adoption of ASC 842 - operating lease liability $ - $ (2,536 ) Taxes accrued for repurchase of restricted shares $ - $ 32 Financing Accrued Financing costs $ 314 $ 53 Preferred Stock Deemed Dividend $ 3,033 $ - |
Warrants (Tables)
Warrants (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Warrants | |
Schedule of Warrants Outstanding and Warrants Activity | Warrants outstanding and warrant activity for the three-months ended March 31, 2020 are as follows: Description Classification Exercise Price Expiration Date Warrants Issued Warrants Exercised Warrants Cancelled/ Expired Balance Balance Private Placement Warrants, issued January 25, 2017 Equity $ 46.90 June 2022 85,500 - - 85,500 85,500 RedPath Warrants, issued March 22, 2017 Equity $ 46.90 September 2022 10,000 - - 10,000 10,000 Underwriters Warrants, issued June 21, 2017 Liability $ 13.20 December 2022 57,500 - (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 |
Overview (Details Narrative)
Overview (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2016 | Dec. 31, 2016 | |
Amortization expense | $ 1,100,000 | $ 900,000 | ||
Intangible asset | $ 11,600,000 | |||
Non-cash impairment charge | $ 12,000,000 | |||
Amortization expense | 1,115,000 | 897,000 | ||
Barrett's and Thyroid Intangible Assets [Member] | ||||
Amortization expense | 100,000 | 100,000 | $ 11,600,000 | |
Barrett's and Thyroid [Member] | ||||
Amortization expense | $ 100,000 | $ 100,000 |
Overview - Schedule of Restatem
Overview - Schedule of Restatement of Previously Issued Consolidated Financial Statements (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||||
Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2020 | Dec. 31, 2019 | Jul. 15, 2019 | |
Cash and cash equivalents | $ 13,370 | $ 2,321 | |||
Accounts receivable, net of allowance for doubtful accounts | 9,799 | 10,338 | |||
Other current assets | 4,976 | 3,851 | |||
Total current assets | 28,145 | 16,510 | |||
Property and equipment, net | 6,610 | 6,814 | |||
Other intangible assets, net | 14,734 | 15,849 | |||
Goodwill | 8,433 | 8,433 | $ 8,300 | ||
Operating lease right of use assets | 2,811 | ||||
Other long-term assets | 42 | 42 | |||
Total assets | 60,775 | 51,540 | |||
Accounts payable | 4,456 | 4,709 | |||
Accrued salary and bonus | 1,865 | 2,341 | |||
Other accrued expenses | 8,639 | 9,476 | |||
Current liabilities from discontinued operations | 766 | 766 | |||
Total current liabilities | 15,726 | 17,292 | |||
Contingent consideration | 2,264 | 2,391 | |||
Operating lease liabilities, net of current portion | 1,384 | 2,591 | |||
Line of credit | 1,200 | 3,000 | |||
Other long-term liabilities | 4,563 | 4,573 | |||
Total liabilities | 25,137 | 29,847 | |||
Commitments and contingencies (Note 8) | |||||
Preferred stock value | |||||
Common stock value | 402 | 393 | |||
Additional paid-in capital | 182,580 | 182,514 | |||
Accumulated deficit | (192,159) | (185,665) | |||
Treasury stock, at cost (11,781 shares) | (1,721) | (1,721) | |||
Total stockholders' equity | $ (10,898) | $ 32,938 | (10,898) | (4,479) | |
Total liabilities and stockholders' equity | 14,239 | 25,368 | |||
Total liabilities, preferred stock and stockholders' equity | 60,775 | 51,540 | |||
Revenue, net | 9,059 | 6,010 | |||
Cost of revenue | 6,113 | 2,622 | |||
Gross profit | 2,946 | 3,388 | |||
Sales and marketing | 2,481 | 2,411 | |||
Research and development | 809 | 528 | |||
General and administrative | 4,893 | 2,735 | |||
Acquisition related amortization expense | 1,115 | 897 | |||
Total operating expenses | 9,298 | 6,571 | |||
Operating loss | (6,352) | (3,183) | |||
Interest accretion | (109) | (129) | |||
Other income (expense), net | 47 | 48 | |||
Loss from continuing operations before tax | (6,414) | (3,264) | |||
Provision for income taxes | 15 | 5 | |||
Loss from continuing operations, net of tax | (6,429) | (3,269) | |||
Loss from discontinued operations, net of tax | (65) | (57) | |||
Less adjustment for preferred stock deemed dividend | (3,033) | ||||
Net loss attributable to common stockholders | $ (9,527) | $ (3,326) | |||
From continuing operations | $ (2.37) | $ (0.93) | |||
From discontinued operations | (0.01) | (0.01) | |||
Net loss per basic and diluted share of common stock | $ (2.38) | $ (0.94) | |||
Basic | 4,004,000 | 3,515,000 | |||
Diluted | 4,004,000 | 3,515,000 | |||
Balance | $ (4,479) | $ 32,938 | |||
Common stock issued | 1 | 1 | |||
Restricted stock issued | |||||
Common stock issued through market sales | 484 | ||||
Common stock issued through offerings | 5,962 | ||||
Treasury stock purchased | (32) | ||||
Extinguishment of Series A Shares | (828) | ||||
Beneficial Conversion Feature in connection with Series B Issuance | 2,205 | ||||
Amortization of Beneficial Conversion Feature | (2,205) | ||||
Stock-based compensation expense | 418 | 266 | |||
Adoption of ASC 842 | 55 | ||||
Net loss | (6,494) | (3,326) | |||
Balance | (10,898) | 18,372 | |||
Depreciation and amortization | 1,319 | 957 | |||
Interest accretion | 109 | 129 | |||
Mark to market on warrants | (26) | (3) | |||
Stock-based compensation | 418 | 538 | |||
Bad debt expense | 250 | ||||
Other gains and expenses, net | 18 | ||||
Decrease (increase) in accounts receivable | 289 | (1,738) | |||
(Increase) decrease in other current assets | (1,125) | 11 | |||
(Decrease) increase in accounts payable | (253) | 93 | |||
(Decrease) increase in accrued salaries and bonus | (476) | 205 | |||
(Decrease) increase in accrued liabilities | (1,149) | 99 | |||
Increase in long-term liabilities | 16 | 57 | |||
Net cash used in operating activities | (7,122) | (2,960) | |||
Purchase of property and equipment | (12) | ||||
Sale of property and equipment | 13 | ||||
Net cash provided by investing activity | 1 | ||||
Issuance of common stock, net of expenses | 434 | 6,015 | |||
Payments on Line of Credit | (1,800) | ||||
Issuance of Series B preferred stock, net of expenses | 19,537 | ||||
Net cash provided by financing activities | 18,171 | 6,015 | |||
Net increase in cash and cash equivalents | 11,049 | 3,056 | |||
Cash and cash equivalents - beginning | 2,321 | 6,068 | |||
Cash and cash equivalents - ending | 13,370 | 9,124 | |||
Common Stock [Member] | |||||
Total stockholders' equity | 402 | 382 | 402 | 393 | |
Balance | $ 393 | $ 287 | |||
Balance, shares | 3,932,000 | 2,877,000 | |||
Common stock issued | $ 1 | $ 1 | |||
Common stock issued, shares | 37,000 | 9,000 | |||
Restricted stock issued | |||||
Restricted stock issued, shares | 6,000 | ||||
Common stock issued through market sales | $ 8 | ||||
Common stock issued through market sales, shares | 80,000 | ||||
Common stock issued through offerings | $ 94 | ||||
Common stock issued through offerings, shares | 933,000 | ||||
Treasury stock purchased | |||||
Treasury stock purchased, shares | |||||
Extinguishment of Series A Shares | |||||
Beneficial Conversion Feature in connection with Series B Issuance | |||||
Amortization of Beneficial Conversion Feature | |||||
Stock-based compensation expense | |||||
Adoption of ASC 842 | |||||
Net loss | |||||
Balance | $ 402 | $ 382 | |||
Balance, shares | 4,055,000 | 3,819,000 | |||
Treasury Stock [Member] | |||||
Total stockholders' equity | $ (1,721) | $ (1,712) | (1,721) | (1,721) | |
Balance | $ (1,721) | $ (1,680) | |||
Balance, shares | 12,000 | 7,000 | |||
Common stock issued | |||||
Common stock issued, shares | |||||
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 | |||||
Common stock issued through offerings, shares | |||||
Treasury stock purchased | $ (32) | ||||
Treasury stock purchased, shares | 3,000 | ||||
Extinguishment of Series A Shares | |||||
Beneficial Conversion Feature in connection with Series B Issuance | |||||
Amortization of Beneficial Conversion Feature | |||||
Stock-based compensation expense | |||||
Adoption of ASC 842 | |||||
Net loss | |||||
Balance | $ (1,721) | $ (1,712) | |||
Balance, shares | 12,000 | 10,000 | |||
Additional Paid-in Capital [Member] | |||||
Total stockholders' equity | $ 182,580 | $ 181,954 | 182,580 | 182,514 | |
Balance | 182,514 | 175,820 | |||
Common stock issued | |||||
Restricted stock issued | |||||
Common stock issued through market sales | 476 | ||||
Common stock issued through offerings | 5,868 | ||||
Treasury stock purchased | |||||
Extinguishment of Series A Shares | (828) | ||||
Beneficial Conversion Feature in connection with Series B Issuance | 2,205 | ||||
Amortization of Beneficial Conversion Feature | (2,205) | ||||
Stock-based compensation expense | 418 | 266 | |||
Adoption of ASC 842 | |||||
Net loss | |||||
Balance | 182,580 | 181,954 | |||
Accumulated Deficit [Member] | |||||
Total stockholders' equity | (192,159) | (162,252) | (192,159) | (185,665) | |
Balance | (185,665) | (158,981) | |||
Common stock issued | |||||
Restricted stock issued | |||||
Common stock issued through market sales | |||||
Common stock issued through offerings | |||||
Treasury stock purchased | |||||
Extinguishment of Series A Shares | |||||
Beneficial Conversion Feature in connection with Series B Issuance | |||||
Amortization of Beneficial Conversion Feature | |||||
Stock-based compensation expense | |||||
Adoption of ASC 842 | 55 | ||||
Net loss | (6,494) | (3,326) | |||
Balance | (192,159) | (162,252) | |||
As Previously Reported [Member] | |||||
Cash and cash equivalents | 13,370 | ||||
Accounts receivable, net of allowance for doubtful accounts | 9,799 | ||||
Other current assets | 4,976 | ||||
Total current assets | 28,145 | ||||
Property and equipment, net | 6,610 | ||||
Other intangible assets, net | 32,470 | ||||
Goodwill | 8,433 | ||||
Operating lease right of use assets | 2,811 | ||||
Other long-term assets | 42 | ||||
Total assets | 78,511 | ||||
Accounts payable | 4,456 | ||||
Accrued salary and bonus | 1,865 | ||||
Other accrued expenses | 8,639 | ||||
Current liabilities from discontinued operations | 766 | ||||
Total current liabilities | 15,726 | ||||
Contingent consideration | 2,264 | ||||
Operating lease liabilities, net of current portion | 1,384 | ||||
Line of credit | 1,200 | ||||
Other long-term liabilities | 4,563 | ||||
Total liabilities | 25,137 | ||||
Commitments and contingencies (Note 8) | |||||
Preferred stock value | 46,536 | ||||
Common stock value | 402 | ||||
Additional paid-in capital | 182,580 | ||||
Accumulated deficit | (174,423) | ||||
Treasury stock, at cost (11,781 shares) | (1,721) | ||||
Total stockholders' equity | 6,838 | 35,771 | 6,838 | ||
Total liabilities and stockholders' equity | 31,975 | ||||
Total liabilities, preferred stock and stockholders' equity | 78,511 | ||||
Revenue, net | 9,200 | 6,010 | |||
Cost of revenue | 6,113 | 2,622 | |||
Gross profit | 3,087 | 3,388 | |||
Sales and marketing | 2,481 | 2,411 | |||
Research and development | 809 | 528 | |||
General and administrative | 4,887 | 2,912 | |||
Acquisition related amortization expense | 1,031 | 813 | |||
Total operating expenses | 9,208 | 6,664 | |||
Operating loss | (6,121) | (3,276) | |||
Interest accretion | (109) | (129) | |||
Other income (expense), net | 47 | 48 | |||
Loss from continuing operations before tax | (6,183) | (3,357) | |||
Provision for income taxes | 15 | 5 | |||
Loss from continuing operations, net of tax | (6,198) | (3,362) | |||
Loss from discontinued operations, net of tax | (65) | (57) | |||
Less adjustment for preferred stock deemed dividend | (3,033) | ||||
Net loss attributable to common stockholders | $ (9,296) | $ (3,419) | |||
From continuing operations | $ (2.31) | $ (0.96) | |||
From discontinued operations | (0.01) | (0.01) | |||
Net loss per basic and diluted share of common stock | $ (2.32) | $ (0.97) | |||
Basic | 4,004,000 | 3,515,000 | |||
Diluted | 4,004,000 | 3,515,000 | |||
Net loss | $ (6,263) | $ (3,419) | |||
Balance | 6,838 | 35,771 | |||
Depreciation and amortization | 1,235 | 873 | |||
Interest accretion | 109 | 129 | |||
Mark to market on warrants | (26) | (3) | |||
Stock-based compensation | 418 | 538 | |||
Bad debt expense | 250 | ||||
Other gains and expenses, net | 18 | ||||
Decrease (increase) in accounts receivable | 148 | (1,738) | |||
(Increase) decrease in other current assets | (1,125) | 11 | |||
(Decrease) increase in accounts payable | (356) | 93 | |||
(Decrease) increase in accrued salaries and bonus | (476) | 325 | |||
(Decrease) increase in accrued liabilities | (1,052) | 156 | |||
Increase in long-term liabilities | 16 | 57 | |||
Net cash used in operating activities | (7,122) | (2,960) | |||
Purchase of property and equipment | (12) | ||||
Sale of property and equipment | 13 | ||||
Net cash provided by investing activity | 1 | ||||
Issuance of common stock, net of expenses | 434 | 6,015 | |||
Payments on Line of Credit | (1,800) | ||||
Issuance of Series B preferred stock, net of expenses | 19,537 | ||||
Net cash provided by financing activities | 18,171 | 6,015 | |||
Net increase in cash and cash equivalents | 11,049 | 3,056 | |||
Cash and cash equivalents - beginning | 2,321 | 6,068 | |||
Cash and cash equivalents - ending | 13,370 | 9,124 | |||
As Previously Reported [Member] | Common Stock [Member] | |||||
Total stockholders' equity | 402 | 287 | 402 | 393 | |
Balance | $ 393 | $ 287 | |||
Balance, shares | 3,932,000 | 2,877,000 | |||
Common stock issued | $ 1 | $ 1 | |||
Common stock issued, shares | 37,000 | 9,000 | |||
Restricted stock issued | |||||
Restricted stock issued, shares | 6,000 | ||||
Common stock issued through market sales | $ 8 | ||||
Common stock issued through market sales, shares | 80,000 | ||||
Common stock issued through offerings | $ 94 | ||||
Common stock issued through offerings, shares | 933,000 | ||||
Balance | $ 402 | $ 382 | |||
Balance, shares | 4,055,000 | 3,819,000 | |||
As Previously Reported [Member] | Treasury Stock [Member] | |||||
Total stockholders' equity | $ (1,721) | $ (1,680) | (1,721) | (1,721) | |
Balance | $ (1,721) | $ (1,680) | |||
Balance, shares | 12,000 | 7,000 | |||
Treasury stock purchased | $ (32) | ||||
Treasury stock purchased, shares | 3,000 | ||||
Balance | $ (1,721) | $ (1,712) | |||
Balance, shares | 12,000 | 10,000 | |||
As Previously Reported [Member] | Additional Paid-in Capital [Member] | |||||
Total stockholders' equity | $ 182,514 | $ 181,954 | 182,580 | 182,514 | |
Balance | 182,514 | 175,820 | |||
Common stock issued through market sales | 476 | ||||
Common stock issued through offerings | 5,868 | ||||
Extinguishment of Series A Shares | (828) | ||||
Beneficial Conversion Feature in connection with Series B Issuance | 2,205 | ||||
Amortization of Beneficial Conversion Feature | (2,205) | ||||
Stock-based compensation expense | 418 | 266 | |||
Balance | 182,580 | 181,954 | |||
As Previously Reported [Member] | Accumulated Deficit [Member] | |||||
Total stockholders' equity | (174,423) | (144,853) | (174,423) | (168,160) | |
Balance | (168,160) | (141,489) | |||
Adoption of ASC 842 | 55 | ||||
Net loss | (6,263) | (3,419) | |||
Balance | (174,423) | (144,853) | |||
Restatement Amount [Member] | |||||
Cash and cash equivalents | |||||
Accounts receivable, net of allowance for doubtful accounts | |||||
Other current assets | |||||
Total current assets | |||||
Other intangible assets, net | (17,736) | ||||
Goodwill | |||||
Operating lease right of use assets | |||||
Other long-term assets | |||||
Total assets | (17,736) | ||||
Accounts payable | |||||
Accrued salary and bonus | |||||
Other accrued expenses | |||||
Current liabilities from discontinued operations | |||||
Total current liabilities | |||||
Contingent consideration | |||||
Operating lease liabilities, net of current portion | |||||
Line of credit | |||||
Other long-term liabilities | |||||
Total liabilities | |||||
Commitments and contingencies (Note 8) | |||||
Preferred stock value | |||||
Common stock value | |||||
Additional paid-in capital | |||||
Accumulated deficit | (17,736) | ||||
Treasury stock, at cost (11,781 shares) | |||||
Total stockholders' equity | (17,736) | (17,399) | (17,736) | ||
Total liabilities and stockholders' equity | (17,736) | ||||
Total liabilities, preferred stock and stockholders' equity | (17,736) | ||||
Revenue, net | (141) | ||||
Cost of revenue | |||||
Gross profit | (141) | ||||
Sales and marketing | |||||
Research and development | |||||
General and administrative | 6 | (177) | |||
Acquisition related amortization expense | 84 | 84 | |||
Total operating expenses | 90 | (93) | |||
Operating loss | (231) | 93 | |||
Interest accretion | |||||
Other income (expense), net | |||||
Loss from continuing operations before tax | (231) | 93 | |||
Provision for income taxes | |||||
Loss from continuing operations, net of tax | (231) | 93 | |||
Loss from discontinued operations, net of tax | |||||
Less adjustment for preferred stock deemed dividend | |||||
Net loss attributable to common stockholders | $ (231) | $ 93 | |||
From continuing operations | $ (0.06) | $ 0.03 | |||
Net loss per basic and diluted share of common stock | $ (0.06) | $ 0.03 | |||
Basic | 4,004,000 | 3,515,000 | |||
Diluted | 4,004,000 | 3,515,000 | |||
Net loss | $ (231) | $ 93 | |||
Balance | (17,736) | (17,399) | |||
Depreciation and amortization | 84 | 84 | |||
Interest accretion | |||||
Mark to market on warrants | |||||
Stock-based compensation | |||||
Bad debt expense | |||||
Other gains and expenses, net | |||||
Decrease (increase) in accounts receivable | 141 | ||||
(Increase) decrease in other current assets | |||||
(Decrease) increase in accounts payable | 103 | ||||
(Decrease) increase in accrued salaries and bonus | (120) | ||||
(Decrease) increase in accrued liabilities | (97) | (57) | |||
Increase in long-term liabilities | |||||
Net cash used in operating activities | |||||
Purchase of property and equipment | |||||
Sale of property and equipment | |||||
Net cash provided by investing activity | |||||
Issuance of common stock, net of expenses | |||||
Payments on Line of Credit | |||||
Issuance of Series B preferred stock, net of expenses | |||||
Net cash provided by financing activities | |||||
Net increase in cash and cash equivalents | |||||
Cash and cash equivalents - beginning | |||||
Cash and cash equivalents - ending | |||||
Restatement Amount [Member] | Common Stock [Member] | |||||
Total stockholders' equity | |||||
Balance | |||||
Common stock issued | |||||
Restricted stock issued | |||||
Restricted stock issued, shares | |||||
Common stock issued through market sales | |||||
Common stock issued through offerings | |||||
Balance | |||||
Restatement Amount [Member] | Treasury Stock [Member] | |||||
Total stockholders' equity | |||||
Balance | |||||
Balance, shares | |||||
Treasury stock purchased | |||||
Balance | |||||
Balance, shares | |||||
Restatement Amount [Member] | Additional Paid-in Capital [Member] | |||||
Total stockholders' equity | |||||
Balance | |||||
Common stock issued through market sales | |||||
Common stock issued through offerings | |||||
Extinguishment of Series A Shares | |||||
Beneficial Conversion Feature in connection with Series B Issuance | |||||
Amortization of Beneficial Conversion Feature | |||||
Stock-based compensation expense | |||||
Balance | |||||
Restatement Amount [Member] | Accumulated Deficit [Member] | |||||
Total stockholders' equity | (17,505) | (17,492) | $ (17,736) | $ (17,505) | |
Balance | (17,505) | (17,492) | |||
Adoption of ASC 842 | |||||
Net loss | (231) | 93 | |||
Balance | $ (17,736) | $ (17,399) |
Overview - Schedule of Restat_2
Overview - Schedule of Restatement of Previously Issued Consolidated Financial Statements (Details) (Parenthetical) - USD ($) $ / shares in Units, $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Allowance for doubtful accounts | $ 275 | $ 25 |
Temporary equity, par value | $ 0.01 | $ 0.01 |
Temporary equity, shares authorized | 5,000,000 | 5,000,000 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 4,055,454 | 3,932,370 |
Common stock, shares outstanding | 4,043,673 | 3,920,589 |
Treasury stock, shares | 11,781 | 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 |
As Previously Reported [Member] | ||
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 | 4,043,673 | 3,920,589 |
Treasury stock, shares | 11,781 | 11,781 |
As Previously Reported [Member] | Series A [Member] | ||
Temporary equity, shares issued | 270 | 270 |
Temporary equity, shares outstanding | 270 | 270 |
As Previously Reported [Member] | Series B [Member] | ||
Temporary equity, shares issued | 47,000 | 47,000 |
Temporary equity, shares outstanding | 47,000 | 47,000 |
Restatement Amount [Member] | ||
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 | 4,043,673 | 3,920,589 |
Treasury stock, shares | 11,781 | 11,781 |
Restatement Amount [Member] | Series A [Member] | ||
Temporary equity, shares issued | 270 | 270 |
Temporary equity, shares outstanding | 270 | 270 |
Restatement Amount [Member] | Series B [Member] | ||
Temporary equity, shares issued | 47,000 | 47,000 |
Temporary equity, shares outstanding | 47,000 | 47,000 |
Liquidity (Details Narrative)
Liquidity (Details Narrative) - USD ($) | May 01, 2020 | Apr. 21, 2020 | Jan. 31, 2020 | Sep. 30, 2019 | Nov. 30, 2018 | May 31, 2020 | Mar. 31, 2020 | Mar. 31, 2019 | Jun. 17, 2020 | Dec. 31, 2019 | Nov. 30, 2019 | Jul. 31, 2019 |
Cash and cash equivalents | $ 13,370,000 | $ 2,321,000 | ||||||||||
Accounts receivable, net | 9,799,000 | 10,338,000 | ||||||||||
Total current assets | 28,145,000 | 16,510,000 | ||||||||||
Total current liabilities | 15,726,000 | 17,292,000 | ||||||||||
Net loss | 6,494,000 | $ 3,326,000 | ||||||||||
Net cash used in operating activities | 7,122,000 | $ 2,960,000 | ||||||||||
Line of credit facility | 1,200,000 | $ 3,000,000 | ||||||||||
Line of credit facility, remaining borrowing capacity | 2,200,000 | |||||||||||
Public offering generating net proceeds | $ 200,000 | |||||||||||
Sale of common stock | 97,817 | |||||||||||
Subsequent Event [Member] | ||||||||||||
Cash | $ 16,200,000 | |||||||||||
Silicon Valley Bank [Member] | ||||||||||||
Line of credit facility | $ 850,000 | |||||||||||
Line of credit facility, remaining borrowing capacity | $ 2,550,000 | |||||||||||
Line of credit facility term loan | 3 years | |||||||||||
Line of credit facility, description | The proceeds of the term loan are expected to be used for laboratory capital expenditures and will be repaid monthly. The balance of the Line of Credit is available for working capital purposes as a revolving line of credit and has 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. | The amount that may be borrowed under the Revolving Line is the lower of (i) $3.75 million or (ii) 80% of the Company's eligible accounts receivable (as adjusted by SVB). Revolving Line 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 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. The term loan portion of the SVB Loan Agreement has a maturity date of May 2, 2022, and the Revolving Line has a maturity date three years from the effective date, or November 13, 2021 | ||||||||||
Line of credit, percentage | 0.50% | |||||||||||
Silicon Valley Bank [Member] | Prime Rate [Member] | ||||||||||||
Line of credit, percentage | 5.00% | 0.50% | ||||||||||
Silicon Valley Bank [Member] | Maximum [Member] | ||||||||||||
Line of credit facility | $ 4,000,000 | |||||||||||
Series B Preferred Stock [Member] | ||||||||||||
Public offering generating net proceeds | $ 19,500,000 | |||||||||||
Sale of common stock | 20,000 | |||||||||||
Security Purchase and Exchange Agreement [Member] | ||||||||||||
Line of credit facility | $ 4,000,000 | |||||||||||
Equity Distribution Agreement [Member] | ||||||||||||
Public offering generating net proceeds | $ 4,800,000 | |||||||||||
ATM Agreement [Member] | ||||||||||||
Public offering generating net proceeds | $ 700,000 | |||||||||||
Sale of common stock | 178,000 | |||||||||||
Centers for Medicare & Medicaid Services [Member] | Subsequent Event [Member] | ||||||||||||
Loans payable | $ 2,100,000 | |||||||||||
Proceeds from loans payable | 2,100,000 | |||||||||||
Department of Health and Human Services [Member] | Subsequent Event [Member] | ||||||||||||
Loans payable | $ 650,000 | |||||||||||
Proceeds from loans payable | $ 650,000 | |||||||||||
Asset Purchase Agreement [Member] | Subsequent Event [Member] | ||||||||||||
Proceeds from loans payable | $ 888,000 | |||||||||||
Asset Purchase Agreement [Member] | Subsequent Event [Member] | CGI Bio Pharma [Member] | ||||||||||||
Proceeds from loans payable | $ 888,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - $ / shares | 3 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | ||
Common stock, par value | $ 0.01 | $ 0.01 |
Number preferred stocks on converted basis | 7,833,334 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Other Current Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Accounting Policies [Abstract] | ||
Lab supply inventory | $ 1,885 | $ 1,825 |
Prepaid expenses | 826 | 971 |
Funds in escrow | 888 | 888 |
Due from CGI | 1,297 | 92 |
Other | 80 | 75 |
Total other current assets | $ 4,976 | $ 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 | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Accounting Policies [Abstract] | ||
Basic weighted average number of common shares | 4,004,000 | 3,515,000 |
Potential dilutive effect of stock-based awards | ||
Diluted weighted average number of common shares | 4,004,000 | 3,515,000 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Schedule of Computation of Dilutive Securities (Details) - shares | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share | 2,040,000 | 1,878,000 |
Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share | 578,000 | 394,000 |
Stock-Settled Stock Appreciation Rights (SARs) [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share | 3,000 | |
Restricted Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share | 6,000 | |
Restricted Stock Units (RSUs) [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share | 36,000 | 61,000 |
Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share | 1,420,000 | 1,420,000 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Jul. 15, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Intangible assets | $ 15,600 | |||
Goodwill | 8,433 | $ 8,433 | $ 8,300 | |
Identifiable intangible assets | $ 7,300 | |||
Amortization expense | $ 1,100 | $ 900 | ||
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 | 3 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2019 | |
Finite-lived Intangible Asset, Useful Life (Years) | 5 years | |
Finite-lived Intangible Assets, Gross | $ 39,288 | $ 39,288 |
Finite-lived Intangible Assets, Accumulated Amortization | (24,554) | (23,439) |
Finite-lived Intangible Assets, Net Carrying Value | $ 14,734 | 15,849 |
CLIA Lab [Member] | ||
Finite-lived Intangible Asset, Useful Life (Years) | 2 years 3 months 19 days | |
Finite-lived Intangible Assets, Gross | $ 609 | 609 |
Asuragen Acquisition [Member] | Thyroid [Member] | ||
Finite-lived Intangible Asset, Useful Life (Years) | 9 years | |
Finite-lived Intangible Assets, Gross | $ 8,519 | 8,519 |
RedPath Acquisition [Member] | Pancreas Test [Member] | ||
Finite-lived Intangible Asset, Useful Life (Years) | 7 years | |
Finite-lived Intangible Assets, Gross | $ 16,141 | 16,141 |
RedPath Acquisition [Member] | Barrett's Test [Member] | ||
Finite-lived Intangible Asset, Useful Life (Years) | 9 years | |
Finite-lived Intangible Assets, Gross | $ 6,719 | 6,719 |
BioPharma Acquisition [Member] | Trademarks [Member] | ||
Finite-lived Intangible Asset, Useful Life (Years) | 10 years | |
Finite-lived Intangible Assets, Gross | $ 1,600 | 1,600 |
BioPharma Acquisition [Member] | Customer Relationships [Member] | ||
Finite-lived Intangible Asset, Useful Life (Years) | 8 years | |
Finite-lived Intangible Assets, Gross | $ 5,700 | $ 5,700 |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets - Schedule of Goodwill Carrying Valuel (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Balance Beginning | $ 8,433 |
Adjustments | |
Balance Ending | $ 8,433 |
Goodwill and Other Intangible_6
Goodwill and Other Intangible Assets - Schedule of Future Estimated Amortization Expense (Details) $ in Thousands | Mar. 31, 2020USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2020 | $ 4,871 |
2021 | 4,078 |
2022 | 2,156 |
2023 | 1,745 |
2024 | $ 873 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Financial Instrument Measured on Recurring Basis (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | |
Warrant liability | [1] | $ 55 | $ 82 |
Fair value of liabilities | [1] | 2,921 | 2,975 |
Fair Value Measurements [Member] | |||
Warrant liability | [1] | 55 | 82 |
Fair value of liabilities | [1] | 2,921 | 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] | 55 | 82 |
Fair value of liabilities | [1] | 2,921 | 2,975 |
Asuragen [Member] | |||
Contingent consideration | [1] | 2,866 | 2,893 |
Asuragen [Member] | Fair Value Measurements [Member] | |||
Contingent consideration | [1] | 2,866 | 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] | $ 2,866 | $ 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 | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Beginning Balance | $ 2,975 |
Payments | (136) |
Accretion | 109 |
Cancellation of Obligation/Conversions Exercises | |
Adjustment to Fair Value/Mark to Market | (27) |
Ending Balance | 2,921 |
Underwriter Warrants[Member] | |
Beginning Balance | 82 |
Payments | |
Accretion | |
Cancellation of Obligation/Conversions Exercises | |
Adjustment to Fair Value/Mark to Market | (27) |
Ending Balance | 55 |
Asuragen [Member] | |
Beginning Balance | 2,893 |
Payments | (136) |
Accretion | 109 |
Cancellation of Obligation/Conversions Exercises | |
Adjustment to Fair Value/Mark to Market | |
Ending Balance | $ 2,866 |
Leases (Details Narrative)
Leases (Details Narrative) | Jan. 02, 2019 |
Leases [Abstract] | |
Operating lease term | 2 years 7 months 6 days |
Weighted average discount rate leases percentage | 6.00% |
Leases - Schedule of Financing
Leases - Schedule of Financing and Operating Leases (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Financing lease assets | $ 475 | |
Operating lease assets | 2,811 | |
Total lease assets | 3,286 | |
Current financing lease liabilities | 160 | $ 184 |
Current operating lease liabilities | 1,251 | 1,321 |
Total current lease liabilities | 1,411 | |
Noncurrent financing lease liabilities | 85 | |
Noncurrent operating lease liabilities | 1,384 | $ 2,591 |
Total long-term lease liabilities | 1,469 | |
Total lease liabilities | 2,880 | |
Property and Equipment, Net [Member] | ||
Financing lease assets | 475 | |
Operating Lease Right of Use Assets [Member] | ||
Operating lease assets | 2,811 | |
Other Accrued Expenses [Member] | ||
Current financing lease liabilities | 160 | |
Current operating lease liabilities | 1,251 | |
Operating Lease Liabilities [Member] | ||
Noncurrent financing lease liabilities | 85 | |
Noncurrent operating lease liabilities | $ 1,384 |
Leases - Schedule of Maturities
Leases - Schedule of Maturities of Operating and Financing Lease Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Leases [Abstract] | ||
2020 | $ 1,189 | |
2021 | 878 | |
2022 | 660 | |
2023 | 250 | |
Total minimum lease payments | 2,977 | |
Less: amount of lease payments representing effects of discounting | 342 | |
Present value of future minimum lease payments | 2,635 | |
Less: current obligations under leases | 1,251 | $ 1,321 |
Long-term lease obligations | 1,384 | 2,591 |
2020 | 170 | |
2021 | 120 | |
2022 | 13 | |
2023 | ||
Total minimum lease payments | 303 | |
Less: amount of lease payments representing effects of discounting | 58 | |
Present value of future minimum lease payments | 245 | |
Less: current obligations under leases | 160 | $ 184 |
Long-term lease obligations | $ 85 |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Lease Payments Under Non-Cancelable Leases (Details) $ in Thousands | Mar. 31, 2020USD ($) |
Leases [Abstract] | |
Operating lease obligations, Less than 1 Year | $ 1,189 |
Operating lease obligations, 1 to 3 Years | 1,538 |
Operating lease obligations, 3 to 5 Years | 250 |
Operating lease obligations, After 5 Years | |
Operating lease obligations, Total | $ 2,977 |
Accrued Expenses and Long-ter_3
Accrued Expenses and Long-term Liabilities - Schedule of Other Accrued Expenses (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Payables and Accruals [Abstract] | ||
Accrued royalties | $ 2,101 | $ 1,934 |
Contingent consideration | 602 | 502 |
Operating lease liability | 1,251 | 1,321 |
Financing lease liability | 160 | 184 |
Deferred revenue | 354 | 457 |
Payable to CGI | 888 | 888 |
Accrued sales and marketing - diagnostics | 167 | 197 |
Accrued lab costs - diagnostics | 104 | 163 |
Accrued professional fees | 1,064 | 1,399 |
Taxes payable | 327 | 403 |
Unclaimed property | 565 | 565 |
All others | 1,056 | 1,463 |
Total other accrued expenses | $ 8,639 | $ 9,476 |
Accrued Expenses and Long-ter_4
Accrued Expenses and Long-term Liabilities - Schedule of Long Term Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Payables and Accruals [Abstract] | ||
Warrant liability | $ 55 | $ 82 |
Uncertain tax positions | 4,146 | 4,081 |
Deferred revenue | 258 | 269 |
Other | 104 | 141 |
Total other long-term liabilities | $ 4,563 | $ 4,573 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Share-based compensation expense | $ 418 | $ 538 |
Stock Incentive Plan [Member] | ||
Share-based compensation arrangement by share-based payment award, description | Stock options have been granted with an exercise price equal to the market value of the common stock on the date of grant, expire 10 years from the date they are granted, and generally vested over a one to three-year period for employees and members of the Board. Upon exercise, new shares will be issued by the Company. The Company granted stock options in 2017 which vest monthly over a one-year period. SARs are generally granted with a grant price equal to the market value of the common stock on the date of grant, vest one-third each year on the anniversary of the date of grant and expire five years from the date of grant. The restricted shares and restricted stock units ("RSUs") granted to employees generally have a three-year graded vesting period and are subject to accelerated vesting and forfeiture under certain circumstances. Restricted shares and RSUs granted to Board members generally have a three-year graded vesting period and are subject to accelerated vesting and forfeiture under certain circumstances. |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions (Details) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | ||
Risk-free interest rate | 1.51% | 2.51% |
Expected life | 6 years | 6 years |
Expected volatility | 128.87% | 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 | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Provision for income tax | $ 15 | $ 5 |
Effective income tax rate | (0.20%) | (0.10%) |
Segment Information (Details Na
Segment Information (Details Narrative) | 3 Months Ended |
Mar. 31, 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 | Mar. 31, 2020 | Dec. 31, 2019 |
Discontinued Operations and Disposal Groups [Abstract] | ||
Accrued liabilities | $ 766 | $ 766 |
Current liabilities from discontinued operations | 766 | 766 |
Total liabilities | $ 766 | $ 766 |
Line of Credit (Details Narrati
Line of Credit (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | ||
Nov. 30, 2018 | Mar. 31, 2020 | Dec. 31, 2019 | Nov. 13, 2018 | |
Line of credit | $ 1,200 | $ 3,000 | ||
Line of credit outstanding accounts receivable | 2,200 | |||
Silicon Valley Bank [Member] | ||||
Line of credit | $ 850 | |||
Line of credit outstanding accounts receivable | $ 2,550 | |||
Line of credit facility, description | The proceeds of the term loan are expected to be used for laboratory capital expenditures and will be repaid monthly. The balance of the Line of Credit is available for working capital purposes as a revolving line of credit and has 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. | The amount that may be borrowed under the Revolving Line is the lower of (i) $3.75 million or (ii) 80% of the Company's eligible accounts receivable (as adjusted by SVB). Revolving Line 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 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. The term loan portion of the SVB Loan Agreement has a maturity date of May 2, 2022, and the Revolving Line 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 | $ 1,200 | |||
Silicon Valley Bank [Member] | Prime Rate [Member] | ||||
Line of credit, percentage | 5.00% | 0.50% | ||
Loan and Security Agreement [Member] | Silicon Valley Bank [Member] | ||||
Line of credit | $ 4,000 | |||
Line of credit outstanding accounts receivable | 3,750 | |||
Loan and Security 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 | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Supplemental Cash Flow Elements [Abstract] | ||
Adoption of ASC 842 - right of use asset | $ 2,449 | |
Adoption of ASC 842 - operating lease liability | (2,536) | |
Taxes accrued for repurchase of restricted shares | 32 | |
Accrued Financing costs | 314 | 53 |
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 | Mar. 31, 2020 | Mar. 31, 2019 | Sep. 20, 2019 |
Preferred stock aggregate value | $ 1 | $ 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 | |||||
Aggregate of shares issued | 270 | |||||
Preferred shares stated value | $ 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 | |
Mar. 31, 2020 | Dec. 31, 2019 | |
Warrants Issued | 1,990,934 | |
Warrants Exercised | (567,286) | |
Warrants Cancelled/Expired | (4,000) | |
Warrants | 1,354,214 | 1,419,648 |
Private Placement Warrants[Member] | ||
Description | Private Placement Warrants, issued January 25, 2017 | |
Classification | Equity | |
Exercise Price | $ 46.90 | |
Expiration Date | June 2022 | |
Warrants Issued | 85,500 | |
Warrants Exercised | ||
Warrants Cancelled/Expired | ||
Warrants | 85,500 | 85,500 |
RedPath Warrants[Member] | ||
Description | RedPath Warrants, issued March 22, 2017 | |
Classification | Equity | |
Exercise Price | $ 46.90 | |
Expiration Date | September 2022 | |
Warrants Issued | 10,000 | |
Warrants Exercised | ||
Warrants Cancelled/Expired | ||
Warrants | 10,000 | 10,000 |
Underwriter Warrants[Member] | ||
Description | Underwriters Warrants, issued June 21, 2017 | |
Classification | Liability | |
Exercise Price | $ 13.20 | |
Expiration Date | December 2022 | |
Warrants Issued | 57,500 | |
Warrants Exercised | ||
Warrants Cancelled/Expired | (4,000) | |
Warrants | 53,500 | 53,500 |
Base & Overallotment Warrants [Member] | ||
Description | Base & Overallotment Warrants, issued June 21, 2017 | |
Classification | Equity | |
Exercise Price | $ 12.50 | |
Expiration Date | June 2022 | |
Warrants Issued | 1,437,500 | |
Warrants Exercised | (567,286) | |
Warrants Cancelled/Expired | ||
Warrants | 870,214 | 870,214 |
Vendor Warrants [Member] | ||
Description | Vendor Warrants, issued August 6, 2017 | |
Classification | Equity | |
Exercise Price | $ 12.50 | |
Expiration Date | August 2020 | |
Warrants Issued | 15,000 | |
Warrants Exercised | ||
Warrants Cancelled/Expired | ||
Warrants | 15,000 | 15,000 |
Warrants Issued [Member] | ||
Description | Warrants issued October 12, 2017 | |
Classification | Equity | |
Exercise Price | $ 18 | |
Expiration Date | April 2022 | |
Warrants Issued | 320,000 | |
Warrants Exercised | ||
Warrants Cancelled/Expired | ||
Warrants | 320,000 | 320,000 |
Underwriters Warrants [Member] | ||
Description | Underwriters Warrants, issued January 25, 2019 | |
Classification | Equity | |
Exercise Price | $ 9.40 | |
Expiration Date | January 2022 | |
Warrants Issued | 65,434 | |
Warrants Exercised | ||
Warrants Cancelled/Expired | ||
Warrants | 65,434 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Subsequent Event [Member] - USD ($) | Jun. 03, 2020 | May 01, 2020 | Apr. 21, 2020 | May 31, 2020 |
Southport Business Park Limited Partnership [Member] | ||||
Subsequent Event [Line Items] | ||||
Lease, description | The Amendment provides for an extension of the term of the Lease, which consists of approximately 24,906 square feet utilized by IPS as laboratory and office space to provide its pharma solutions services. The terms of the Lease were set to expire on May 31, 2020. Pursuant to the Amendment, the term of the Lease was extended for ten additional years, commencing on June 1, 2020 and continuing until May 31, 2030 (the "Term"). 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% | |||
Lease rent forgiveness value | $ 175,587 | |||
Southport Business Park Limited Partnership [Member] | Minimum Rent for First Year [Member] | ||||
Subsequent Event [Line Items] | ||||
Minimum lease rent expenses | 351,175 | |||
Southport Business Park Limited Partnership [Member] | June 1, 2020 to May 31, 2021 [Member] | ||||
Subsequent Event [Line Items] | ||||
Lease rent, per square foot | $ 14 | |||
Centers for Medicare & Medicaid Services [Member] | ||||
Subsequent Event [Line Items] | ||||
Proceeds from loans payable | $ 2,100,000 | |||
Loans payable | 2,100,000 | |||
Department of Health and Human Services [Member] | ||||
Subsequent Event [Line Items] | ||||
Proceeds from loans payable | $ 650,000 | |||
Loans payable | 650,000 | |||
Department of Health and Human Services (HSS) [Member] | ||||
Subsequent Event [Line Items] | ||||
Loans payable | $ 650,000 | |||
Asset Purchase Agreement [Member] | ||||
Subsequent Event [Line Items] | ||||
Proceeds from loans payable | $ 888,000 |