Annual report pursuant to Section 13 and 15(d)

Organization, Description of Business and Basis of Presentation (Tables)

v3.20.1
Organization, Description of Business and Basis of Presentation (Tables)
12 Months Ended
Dec. 31, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Summarized results of consolidated discontinued operations
The Clinical Business disposal resulted in the following (in thousands):

Consideration received:
 
Cash received at closing
$
747

Fair value of Earn-Out from siParadigm
2,376

Advance from siParadigm received in cash
(1,000
)
 
$
2,123

 
 
Net assets sold:
 
Goodwill
$
1,188

Accounts payable and accrued expenses
(287
)
 
$
901

 
 
Gain on disposal of Clinical Business
$
1,222

The following is a reconciliation of the original gross sales price to the consideration received (in thousands):

Original sales price:
 
Gross sales price
$
23,500

Adjustments to sales price:
 
Transaction costs
(1,525
)
Working capital adjustments
(2,705
)
Payment of other expenses
(171
)
Total adjustments to sales price
(4,401
)
Consideration received
$
19,099


The BioPharma Disposal resulted in the following (in thousands):

Consideration received:
 
Cash received at closing
$
2,258

Fair value of Excess Consideration Note
6,795

Repayment of ABL and accrued interest
2,906

Repayment of Term Note and accrued interest
6,250

Repayment of certain accounts payable and accrued expenses
890

Net sales price
$
19,099

 
 
Net assets sold:
 
Accounts receivable
$
4,271

Other current assets
1,142

Fixed assets
2,998

Operating lease right-of-use assets
1,969

Patents and other intangible assets
42

Goodwill
10,106

Accounts payable and accrued expenses
(4,970
)
Obligations under operating leases
(2,110
)
Obligations under finance leases
(451
)
Deferred revenue
(1,046
)
 
$
11,951

 
 
Gain on disposal of BioPharma Business
$
7,148

The BioServe disposal resulted in the following (in thousands):

Consideration received:
 
Cash received at closing
$
1,600

Contingent consideration received
213

 
$
1,813

 
 
Net assets sold:
 
Accounts receivable, net
$
365

Other current assets
229

Fixed assets, net
608

Goodwill
735

Other noncurrent assets
98

Cash transferred at closing
49

Accounts payable, accrued expenses and deferred revenue
(180
)
Deferred rent and other
(13
)
 
$
1,891

 
 
Loss on disposal of BioServe
$
(78
)
Summarized results of the Company's consolidated discontinuing operations are as follows for the years ended December 31, 2019 and 2018 (in thousands):

 
Year Ended December 31,
 
2019
 
2018
Revenue
$
10,066

 
$
22,538

Cost of revenues
7,554

 
15,634

Gross profit
2,512

 
6,904

Operating expenses:
 
 
 
Research and development
937

 
2,334

General and administrative
4,675

 
12,468

Sales and marketing
1,527

 
4,071

Restructuring costs
194

 
2,320

Transaction costs
560

 

Impairment of patents and other intangible assets
601

 

Total operating expenses
8,494

 
21,193

Loss from discontinuing operations
(5,982
)
 
(14,289
)
Other income (expense):
 
 
 
Interest expense
(2,211
)
 
(1,801
)
Gain on disposal of Clinical Business
1,222

 

Gain on disposal of BioPharma Business
7,148

 

Loss on disposal of BioServe

 
(78
)
Total other income (expense)
6,159

 
(1,879
)
Net income (loss) from discontinuing operations
$
177

 
$
(16,168
)

Consolidated carrying amounts of major classes of assets and liabilities from discontinuing operations were as follows as of December 31, 2019 and 2018 (in thousands):

 
2019
 
2018
Current assets of discontinuing operations:
 
 
 
Accounts receivable, net of allowance for doubtful accounts of $4,536 in 2019; $3,462 in 2018
$
71

 
$
6,261

Other current assets

 
1,542

Fixed assets, net of accumulated depreciation

 
3,498

Patents and other intangible assets, net of accumulated amortization

 
655

Goodwill

 
11,294

Current assets of discontinuing operations
$
71

 
$
23,250

 
 
 
 
Current liabilities of discontinuing operations
 
 
 
Accounts payable and accrued expenses
$
1,137

 
$
8,470

Due to Interpace Biosciences, Inc.
92

 

Obligations under finance leases

 
610

Deferred revenue

 
1,337

Line of credit

 
2,621

Term note

 
6,000

Deferred rent payable and other

 
151

Current liabilities of discontinuing operations
$
1,229

 
$
19,189


Cash flows used in discontinuing operations consisted of the following for the years ended December 31, 2019 and 2018 (in thousands):

 
 
Years Ended December 31,
 
 
2019
 
2018
Income (loss) from discontinuing operations
 
$
177

 
$
(16,168
)
 
 
 
 
 
Adjustments to reconcile income (loss) from discontinuing operations to net cash used in operating activities, discontinuing operations
 
 
 
 
Depreciation
 
542

 
1,292

Amortization
 
613

 
21

Provision for bad debts
 
1,074

 
2,514

Stock-based compensation
 
107

 
391

Amortization of operating lease right-of-use assets
 
358

 

Amortization of discount of debt and debt issuance costs
 
601

 
291

Interest added to Convertible Note
 
343

 

Loss on disposal of fixed assets and sale of India subsidiary
 

 
204

Loss on extinguishment of debt
 
328

 

Gain on disposal of Clinical business
 
(1,222
)
 

Gain on disposal of BioPharma business
 
(7,148
)
 

Change in working capital components:
 
 
 
 
Accounts receivable
 
845

 
745

Other current assets
 
398

 
417

Other non-current assets
 
2

 
50

Accounts payable, accrued expenses and deferred revenue
 
(2,163
)
 
886

Obligations under operating leases
 
(217
)
 

Deferred rent payable and other
 
(151
)
 
6

Due to IDXG
 
92

 

Net cash used in operating activities, discontinuing operations
 
$
(5,421
)
 
$
(9,351
)