FORWARD-LOOKING STATEMENTS

This quarterly report on Form 10-Q contains "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Statements that are not historical facts, including statements about our plans, objectives, beliefs and expectations, are forward-looking statements. Forward-looking statements include statements preceded by, followed by or that include the words "believes," "expects," "anticipates," "plans," "estimates," "intends," "projects," "should," "could," "may," "will" or similar words and expressions. These forward-looking statements are contained throughout this Form 10-Q.

Forward-looking statements are only predictions and are not guarantees of future performance. These statements are based on current expectations and assumptions involving judgments about, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond our control. These predictions are also affected by known and unknown risks, uncertainties and other factors that may cause our actual results to be materially different from those expressed or implied by any forward-looking statement. Many of these factors are beyond our ability to control or predict. Our actual results could differ materially from the results contemplated by these forward-looking statements due to a number of factors. Such factors include, but are not limited to, the following:





    ?   material adverse impact of Coronavirus (COVID-19) pandemic due to the
        slowdown in demand for our clinical services and pharma services, a
        reduction in samples received and testing volume and delayed third party
        collections and other factors;

    ?   the substantial doubt about our ability to continue as a going concern due
        to our history of operating losses, declining cash position and other
        liquidity factors, which in the absence of additional short term financing
        may cause us to cease or scale back operations;

    ?   the limited revenue generated by our clinical services and pharma
        services;

    ?   we expect to incur net losses for the foreseeable future and may never
        achieve or sustain profitability;

    ?   our limited operating history, the limited revenue generated from our
        business thus far and our fluctuating quarterly and annual revenue and
        operating results, including as a result of how we recognize revenue;

    ?   our ability to timely file our SEC reports the failure of which could
        result in a delisting from Nasdaq, and loss of eligibility for certain
        registration statements and exemptions for resales;

    ?   the failure to meet Nasdaq minimum stockholders' equity requirement as of
        June 30, 2020 resulting in a letter from Nasdaq notifying us of the
        failure to meet this listing requirement and commencing procedures to
        potentially delist our Common Stock from Nasdaq, as well as the increased
        difficulty in meeting the minimum stockholders' equity requirement as a
        result of the impairment charge, which delisting (if effected) could lead
        to a possible reduced stock price, potentially causing difficulty raising
        additional capital or debt, and also resulting in the loss of exemptions
        from various state securities laws;

    ?   we generally depend on sales and reimbursements from our clinical services
        for more than 50% of our revenue; the ability to continue to generate
        sufficient revenue from these and other products and/or solutions that we
        develop in the future is important for our ability to meet our financial
        and other targets;

    ?   we rely on third parties to process and transmit claims to payers for our
        clinical services, and any delay, data loss, or other disruption in
        processing or transmitting could have an adverse effect on our revenue and
        financial condition;

    ?   our ability to utilize our commercial and operating experience to sell our
        clinical and pharma services;

    ?   our ability to compete successfully in the markets that our clinical
        services and pharma services operate in;




26







                           INTERPACE BIOSCIENCES, INC



    ?   our ability to obtain, retain and increase sufficient levels of
        third-party reimbursement for our clinical services tests in a changing
        and challenging reimbursement environment, including our current
        dependence on a concentrated number of third-party payers, the lack of
        timeliness of their payments and the potential failure of such payments to
        ever occur;

    ?   our billing practices and those of our third-party billing providers that
        can impact our ability to effectively bill and collect on claims for the
        sale of our clinical tests;

    ?   our revenue recognition is based, in part, on our estimates for future
        collections and such estimates may prove to be incorrect;

    ?   a deterioration in the collectability of our accounts receivable could
        have a material adverse effect on our business, financial condition and
        results of operations;

    ?   the inability to finance our business on acceptable terms in the future
        may limit the ability to grow our business, develop and commercialize
        products and services, develop and commercialize new molecular clinical
        service solutions and technologies and expand our pharma services
        offerings;

    ?   we have issued convertible preferred stock, and may issue additional
        convertible preferred stock in the future, that includes terms that may
        dilute our Common Stock;

    ?   the concentration of our ownership in two private equity firms and their
        affiliates that control, on an as-converted basis, 66% of our fully
        diluted outstanding shares of Common Stock through their holdings of
        Series B Preferred Stock, as well as their corresponding designation
        rights for a majority of our directors and their right to approve certain
        of our actions, has resulted in these stockholders having a substantial
        influence on our business decisions;

    ?   as billing for our clinical services tests is complex, we must dedicate
        substantial time and resources to its invoicing process and are
        continuously taking measures to improve the success of our accounts
        receivable collection activities;

    ?   we depend upon a small number of payers for a significant portion of our
        clinical services and could experience a decline in revenue, as well as a
        compromise to our commercial success, should one or more of these payers
        stop, delay or decrease reimbursement payments;

    ?   if payers do not provide reimbursement, rescind or modify their
        reimbursement policies or delay payments for our clinical services, we
        could experience a decline in revenue and our commercial success could be
        compromised;

    ?   the development of new tests, products and related services and solutions
        typically requires a lengthy, complex and costly process and development
        activities could prove unsuccessful or yield uncertain results;

    ?   the effect of potential adverse findings, including potential laboratory
        shut downs, resulting from regulatory audits and inspections of our
        facilities, as well as our billing and payment practices, and the impact
        such adverse findings could have on our continuing business operations;

    ?   a decline in demand for our clinical services tests and/or our pharma
        services products;

    ?   the failure of our products and services to perform as forecast;

    ?   customer claims against us asserting inaccurate results from our clinical
        services tests or our pharma services products;




27







                           INTERPACE BIOSCIENCES, INC



    ?   our obligations to make royalty and milestone payments to our licensors;

    ?   our ability to obtain the data and samples that are needed to perform the
        clinical studies that will enable us to publish data demonstrating the
        clinical relevance and value of our clinical services tests, including to
        support sufficient levels of third-party reimbursement;

    ?   our dependence on third parties for the supply of some of the materials
        used in our clinical and pharma services tests;

    ?   our ability to successfully scale our operations, which could potentially
        result in delays in providing test results or in shortages for our tests
        and services;

    ?   our ability to develop or acquire tests, services or solutions;

    ?   the ability of our clinical services to enter into collaborations with
        highly regarded institutions;

    ?   the potential adverse impact of current and future laws, licensing
        requirements and governmental regulations upon our business operations,
        including but not limited to the evolving U.S. regulatory environment
        related to laboratory developed tests ("LDTs"), pricing of our tests and
        services and patient access limitations;

    ?   if we fail to comply with Federal, State and foreign laboratory licensing
        requirements, we could lose the ability to perform our tests resulting in
        disruptions to our business;

    ?   legislation reforming the U.S. healthcare system;

    ?   a failure to comply with Federal and State laws and regulations pertaining
        to our billing practices could result in our being excluded from
        participation in Medicare, Medicaid or other governmental payer programs
        and/or significant monetary fines;

    ?   our ability to comply with U.S. fraud and abuse laws, as well as payer
        regulations, could result in our being excluded from participation in
        Medicare, Medicaid or other governmental payer programs and/or significant
        monetary fines;

    ?   compliance with numerous statutes and regulations pertaining to our
        business;

    ?   the effect of The Eliminating Kickbacks in Recovery Act of 2018 to the
        extent that it could negatively impact our ability to incentivize our
        sales personnel;

    ?   our ability to realize all of the anticipated benefits of the acquisition
        of our pharma services or those benefits, if any, taking longer to realize
        than was forecasted;

    ?   if pharmaceutical and biotech companies, universities and contract
        research organizations performing clinical trials decide not to use our
        tests and services, we may be unable to generate sufficient revenue to
        sustain our pharma services;

    ?   if we fail to perform our pharma services in accordance with contractual
        and regulatory requirements, and ethical considerations, we could be
        subject to significant costs, legal liabilities and could experience a
        decline in revenue;

    ?   our ability to attract and retain key employees and management personnel;

    ?   our reliance on our sales and marketing activities for future business
        growth and our ability to continue to expand our sales and marketing
        activities;

    ?   our limited experience in marketing and selling our products;




28







                           INTERPACE BIOSCIENCES, INC



    ?   the ability of our clinical services tests to be successfully embraced by
        physicians and members of the medical community who have historically used
        traditional methods to diagnose gastrointestinal and endocrine cancers;

    ?   our ability to effectively compete against competitors that offer product
        lines that extend beyond the clinical services testing market, that have
        greater brand recognition and that possess greater financial resources;

    ?   our ability to license rights to use emerging technologies that will
        enhance our ability to commercialize new products and services;

    ?   the potential for liabilities or restraints on our business as a result of
        unanticipated, future litigation, as well as our potential inability to
        enforce legal judgments or collect monetary damages awarded in our favor;

    ?   the adverse impact of force majeure events, including but not limited to
        acts of nature, adverse weather conditions, hurricanes and floods,
        epidemics and pandemics upon our business and the ability of our suppliers
        to provide us with critical materials and services;

    ?   our use of hazardous materials;

    ?   the susceptibility of our information systems to security breaches, loss
        of data and other disruptions;

    ?   catastrophic loss of our laboratories;

    ?   our ability to obtain and maintain sufficient qualified laboratory space
        to meet the processing needs of our business, as well as our ability to
        pass regulatory inspections and continue to be Clinical Laboratory
        Improvement Amendments ("CLIA") and the College of American Pathologists
        certified or accredited;

    ?   compliance with the U.S. Foreign Corrupt Practices Act and anti-bribery
        laws;

    ?   our ability to respond to rapid scientific changes in the areas in which
        we operate;

    ?   our compliance with our license agreements and our ability to protect and
        defend our intellectual property rights;

    ?   patent infringement claims against us;

    ?   changes in U.S. and global patent law;

    ?   tax reform legislation;

    ?   stock dilution;

    ?   changes in financial accounting standards or practices;

    ?   exposure to international law, regulations and risk as a result of
        international expansion;

    ?   we may acquire businesses or assets or make investments in other companies
        or testing, service or solution technologies that could negatively impact
        the results of business operations, dilute our stockholders' ownership,
        increase our debts and/or cause us to incur significant expenses;

    ?   the potential impact of existing and future contingent liabilities on our
        financial condition;

    ?   the results of any future impairment testing for intangible assets as
        required under U.S. generally accepted accounting principles ("GAAP");




29







                           INTERPACE BIOSCIENCES, INC



    ?   our ability to remediate material weaknesses in internal controls and to
        maintain and implement effective internal controls over financial
        reporting, especially as we are consolidating operations;

    ?   if our information technology or communications systems fail or we
        experience a significant interruption in their operation, our reputation,
        business and results of operations could be materially and adversely
        affected;

    ?   the impact of future issuances of debt, common and preferred shares on
        stockholders' interest and stock price;

    ?   our ability to report financial results on a timely and accurate basis;

    ?   our ability to manage our growth or unexpected declines;

    ?   uncertainty regarding the regulatory obligations related to our receipt of
        $650,000 funding for COVID-19 testing;

    ?   the potential impact of the relocation of our laboratory activities from
        Rutherford, NJ facility to our North Carolina facility upon ongoing
        customer clinical trials if revalidation is delayed with respect to the
        new site;

    ?   the impact of costs associated with expanding our laboratory capabilities
        in North Carolina in connection with the relocation of operations from
        Rutherford, NJ, as well as the potential for loss of customers as a result
        of this relocation;

    ?   our ability to efficiently execute and complete the planned laboratory
        transition from Rutherford, NJ to North Carolina on a timely basis and
        within our forecasted costs;

    ?   potential loss of personnel that are uniquely qualified to perform the
        breadth of specialty testing and lab applications necessary for developing
        customized assays in our pharma services;

    ?   potential legal liabilities related to our employees, contractors and
        other third parties asserting claims for damages arising from workplace
        exposure to certain infectious agents, including but not limited to the
        COVID-19 virus;

    ?   the possibility that we may have to cease laboratory operations at one or
        more facilities for an undefined period of time due to the contraction of
        COVID-19 by persons that have been in such facilities, resulting in our
        inability to satisfy contractual obligations, a loss of revenue and other
        potential legal liabilities;

    ?   certain payors may decline to reimburse us for services rendered and
        billed using new billing codes currently in use with Medicare;

    ?   the inability to charge and collect payment for the Company's serology
        antibody ELISA test for COVID-19 or the inability to coordinate the
        technology with a polymerase chain reaction test;

    ?   the inability to raise capital in the future under the terms of our
        preferred stock arrangement could result in a Nasdaq market delisting and
        possibly in the Company seeking creditor protection pursuant to U.S.
        bankruptcy laws;

    ?   the inability by the Company to consolidate its multiple LIM's programs
        into one functioning LIM's program in the North Carolina laboratory could
        negatively impact the operations of our pharma services;

    ?   the risk of a breach of proprietary or confidential data, regulated data,
        and personal information of employees, customers and others; successful
        breaches, employee malfeasance, or human or technological error that could
        result in, unauthorized access to, disclosure, modification, misuse, loss,
        or destruction of company, customer, or other third party data or systems;
        theft of sensitive, regulated, or confidential data including personal
        information and intellectual property; the loss of access to critical data
        or systems through ransomware, destructive attacks or other means; and
        business delays, service or system disruptions or denials of service, as
        well as legal consequences under Federal, state and other applicable laws
        and regulations;

    ?   the risk and cost associated with whistleblower threats, interventions and
        lawsuits on our business and the cost of responding to such matters;

    ?   our ability to respond to rapid scientific change;

    ?   the risk of liability in conducting clinical trials and the sufficiency of
        our insurance to cover such claims;

    ?   our ability to implement our business strategy;

    ?   Food and Drug Administration ("FDA") regulation of LDTs;

    ?   our ability to integrate future acquisitions and costs related to such
        acquisitions;

    ?   our ability to hire and retain sufficient managerial, sales, clinical and
        other personnel to meet our needs; and

    ?   our ability to successfully scale our business, including expanding our
        facilities, our backup systems and infrastructure.




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                           INTERPACE BIOSCIENCES, INC

Please see Part I - Item 1A - "Risk Factors" in our Form 10-K for the fiscal year ended December 31, 2019 filed with the SEC on April 22, 2020, as amended on May 29, 2020 and January 19, 2021, as well as other documents we file with the SEC from time-to-time, for other important factors that could cause our actual results to differ materially from our current expectations as expressed in the forward-looking statements discussed in this Form 10-Q. Because of these and other risks, uncertainties and assumptions, you should not place undue reliance on these forward-looking statements. In addition, these statements speak only as of the date of the report in which they are set forth and, except as may be required by law, we undertake no obligation to revise or update publicly any forward-looking statements for any reason.





OVERVIEW


We provide complex molecular analysis for the early diagnosis and treatment of certain cancers and supporting the development of targeted therapeutics. Though our clinical and pharma services, we offer specialized services along the therapeutic value chain from early diagnosis and prognostic planning to targeted therapeutic applications. Our clinical services enable physicians to personalize the clinical management of each patient by providing genomic information that allows them to better diagnose certain cancers and individualize patient treatments. Our proprietary molecular diagnostic tests, bioinformatics and pathology services leverage the latest personalized medicine technologies in order to improve patient diagnosis and management.

Through our pharma services, we offer an extensive suite of molecular- and biomarker-based tests and services that provide unique, customized solutions for patient stratification and treatment selection. Our tests and services include DNA- and RNA- extraction, customized assay development and trial design consultation. Our pharma services offerings also include pharmacogenomics testing, genotyping, biorepository and other specialized services to the pharmaceutical and biotechnology industries. Through collaboration with pharmaceutical, academic and technology leaders, we are investing in innovations that will advance personalized medicine by better integrating pharmacogenomics into the drug development process and clinical trial programs. Our goal is to help deliver safer, more effective drugs to market more quickly, while also improving patient care.

During fiscal 2019, in connection with the acquisition of our Pharma Services, an affiliate of Ampersand Capital Partners, one of the leading private equity firms in the diagnostic/biopharma sector, agreed to invest $27 million in us in exchange for two tranches of newly issued convertible preferred stock. This was followed in 2020 by agreements with investors, led by 1315 Capital, another sophisticated private equity investor, to invest an additional $20 million in us. We believe that the combination of our clinical services and acquired pharma services uniquely positions us for growth and expansion in the fast-growing biopharma sector, where we can provide our unique diagnostic capabilities to a broad customer base.





Impact of COVID-19 pandemic



We have taken what we believe are necessary precautions to safeguard our employees from the COVID-19 pandemic. We continue to follow CDC guidance and the recommendations and restrictions provided by state and local authorities. The majority of our employees who do not work in a lab setting are currently able to successfully work remotely. While a number of employees were furloughed most have returned to work. Our labs require in-person staffing and we have been able to continue to operate our labs, minimizing infection risk to lab staff through a combination of social distancing and appropriate protective equipment. There can be no assurance, however, that key employees will not become ill or that we will able to continue to operate our labs successfully.





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                           INTERPACE BIOSCIENCES, INC

The continuing impact that the COVID-19 pandemic will have on our operations, including duration, severity and scope, remains highly uncertain and cannot be fully predicted at this time. Accordingly, we believe that the COVID-19 pandemic could continue to adversely impact our results of operations, cash flows and financial condition in the future.

To optimize the operations of laboratory operations within our pharma services, we are transitioning activities from the Rutherford, NJ facility to our Morrisville, NC facility. We are investing several million dollars to facilitate this relocation, including but not limited to the transfer of personnel, expansion of the Morrisville facility and validation of transferred processes over the next several months. We believe that this investment will result in a reduction in future operating costs; however, it is not certain whether we will successfully implement the relocation or whether the transition will produce the predicted financial benefits.

All of our laboratories are currently in operation and, in our view, are appropriately staffed for current volumes. While we do not anticipate any laboratory closures at this time beyond periodic, temporary work stoppages to clean and disinfect the labs, this could change in the future based upon conditions caused by the pandemic. Further, while we have acquired additional inventories of laboratory supplies, including reagents, it is possible that we could experience supply chain shortages if the pandemic continues for a prolonged period and/or if one or more suppliers is unable to continue to provide us with inventory. For the foreseeable future, however, we do not anticipate supply chain shortages of critical supplies or delays from our third-party clinical services billing and collections company. We continue to monitor the actual and potential impact of the pandemic upon our operations and will continue to do so.

We have developed and validated a serology antibody ELISA testing for COVID-19 at our CLIA lab in Pittsburgh, PA. We have acquired acceptable kits and reference samples and are now offering this test to employees and select customers. Our serological, or antibody test measures antibodies present in the blood. In response to an infection, such as COVID-19, the body develops an overall immune response to fight the infection. One component of the immune system's response is the development of antibodies that attach to the virus and help eliminate it. Antibody tests detect the body's immune response to the infection caused by the virus rather than detecting the virus itself. The FDA has issued guidance allowing companies to market serological tests that have been validated following notification to FDA. Validated antibody tests offered under the policy should, among other things, include language within test reports cautioning that negative results do not rule out COVID-19 infection and that follow-up testing with a molecular diagnostic should be considered to rule out infection. We do not expect to generate any significant revenue from these efforts at this time.





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                           INTERPACE BIOSCIENCES, INC

Additional Reimbursement Coverage and Price Increase During 2020 and 2021

Reimbursement progress is key for us. We have been successful to date in expanding both the scope and amount of product reimbursement for our clinical services in 2020. Examples of our progress include:





?   In February 2020, we announced an increase in Medicare reimbursement for our
    ThyraMIR® test from $1,800 to $3,000, retroactive to January 1, 2020,
    reflecting a re-evaluation of the technical and clinical performance of the
    test relative to other molecular tests in the market and their respective
    prices.

?   In March 2020, we announced an agreement with Blue Cross Blue Shield of
    Massachusetts under which ThyGeNEXT® and ThyraMIR® tests are now covered
    in-network services for their more than 3 million members in Massachusetts
    and across New England.

?   In March 2020, we announced an agreement with CareFirst Blue Cross Blue
    Shield that makes ThyGeNEXT® and ThyraMIR® tests covered in-network services
    for their more than 3.3 million members in Maryland, Washington, D.C., and
    Northern Virginia.

?   In March 2020, we announced we had entered into a contract with Premera Blue
    Cross, making ThyGeNEXT® and ThyraMIR® tests covered in-network services for
    their more than 2 million members in Washington State and Alaska.

?   In April 2020, we executed an agreement with Avalon Healthcare Solutions
    (Avalon), a laboratory benefit manager representing numerous health plans.
    This agreement provides in-network status for our products to approximately
    5.8 million lives covered by the following health plans: Blue Cross Blue
    Shield North Carolina, South Carolina, Kansas City and Vermont, and Capital
    Blue Cross of Central Pennsylvania.

?   In April 2020, we executed a contract with Blue Cross of Idaho making
    ThyGeNEXT® and ThyraMIR® tests covered in-network services for their more
    than 576,000 members.

?   In May 2020, we executed a contract with Blue Cross Blue Shield of Wyoming.

?   In July 2020, we announced that our peer reviewed manuscript, describing
    results from a seminal clinical validation study of the combination of
    ThyGeNEXT® and ThyraMIR®, was accepted for publication in the highly
    respected journal Diagnostic Cytopathology and also accepted as a podium
    presentation for the American Society of Cytopathology (ASC) Annual Meeting.
    On August 7, 2020 this publication was made available on-line.

?   In December 2020, we executed an agreement with Regence Blue Cross Blue
    Shield of Washington State, Utah, Oregon, and Idaho.

?   In December 2020, we executed an agreement with HealthNow New York, parent
    company of Blue Cross Blue Shield of Western New York, and Blue Cross Blue
    Shield of Northeastern New York.

?   In December, 2020, we executed an agreement with Florida Blue/Blue Cross Blue
    Shield of Florida, which was effective January 1, 2021.

?   In December 2020, Medicare increased pricing for our ThyGeNEXT® test from
    $600 to $2,900. We began realizing reimbursement at the higher rate starting
    in January 2021.




Revenue Recognition



Clinical services derive its revenues from the performance of its proprietary assays or tests. Our performance obligation is fulfilled upon completion, review and release of test results to the customer, at which time we bill third-party payers or direct-bill payers for the tests performed. Under Accounting Standards Codification 606, revenue is recognized based upon the estimated transaction price or net realizable value ("NRV"), which is determined based on historical collection rates by each payer category for each proprietary test offered. To the extent that the transaction price includes variable consideration, for all third party and direct-bill payers and proprietary tests, we estimate the amount of variable consideration that should be included in the transaction price using the expected value method based on historical experience.

The ultimate amounts received from the third-party and direct-bill payers and related estimated reimbursement rates are regularly reviewed and we adjust the NRV's and related contractual allowances accordingly. If actual collections and related NRV's vary significantly from our estimates, we adjust the estimates of contractual allowances, which affects net revenue in the period such variances become known.

With respect to our pharma services, customer 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.





Cost of Revenue


Cost of revenue consists primarily of the costs associated with operating our laboratories and other costs directly related to our tests. Personnel costs, which constitute the largest portion of cost of services, include all labor-related costs, such as salaries, bonuses, fringe benefits and payroll taxes for laboratory personnel. Other direct costs include, but are not limited to, laboratory supplies, certain consulting expenses, royalty expenses, and facility expenses.





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                           INTERPACE BIOSCIENCES, INC

CONDENSED CONSOLIDATED RESULTS OF OPERATIONS

The following table sets forth, for the periods indicated, certain statements of operations data. The trends illustrated in this table may not be indicative of future results.





Condensed Consolidated Results of Continuing Operations for the Quarter Ended
September 30, 2020 Compared to the Quarter Ended September 30, 2019 (unaudited,
in thousands)



                                                      Three Months Ended September 30,
                                                  2020        2020         2019        2019

Revenue, net                                    $  8,248       100.0 %   $  7,725       100.0 %
Cost of revenue                                    5,194        63.0 %      4,835        62.6 %
Gross profit                                       3,054        37.0 %      2,890        37.4 %
Operating expenses:
Sales and marketing                                2,699        32.7 %      2,757        35.7 %
Research and development                             763         9.3 %        857        11.1 %
General and administrative                         4,482        54.3 %      4,492        58.1 %
Acquisition related expense                            -         0.0 %        838        10.8 %
Acquisition amortization expense                   1,115        13.5 %      1,079        14.0 %
Total operating expenses                           9,059       109.8 %     10,023       129.7 %

Operating loss                                    (6,005 )     -72.8 %     (7,133 )     -92.3 %
Interest accretion                                  (138 )      -1.7 %       (111 )      -1.4 %
Other income (expense), net                          (12 )      -0.1 %       (135 )      -1.7 %

Loss from continuing operations before tax (6,155 ) -74.6 % (7,379 ) -95.5 % Provision for income taxes

                            14         0.2 %          9         0.1 %
Loss from continuing operations                   (6,169 )     -74.8 %     (7,388 )     -95.6 %

Loss from discontinued operations, net of tax (65 ) -0.8 % (58 ) -0.8 %



Net loss                                        $ (6,234 )     -75.6 %   $ (7,446 )     -96.4 %




Revenue, net


Consolidated revenue, net for the three months ended September 30, 2020 increased by $0.5 million, or 7%, to $8.2 million, compared to $7.7 million for the three months ended September 30, 2019. The increase in net revenue was largely driven by higher clinical volumes and increased reimbursement rates.





Cost of revenue


Consolidated cost of revenue for the three months ended September 30, 2020 was $5.2 million, as compared to $4.8 million for the three months ended September 30, 2019. As a percentage of revenue, cost of revenue was approximately 63% for both the three months ended September 30, 3020 and September 30, 2019.





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                           INTERPACE BIOSCIENCES, INC



Gross profit


Consolidated gross profit was approximately $3.1 million for the three months ended September 30, 2020 and $2.9 million for the three months ended September 30, 2019. The gross profit percentage was approximately 37% for both the three months ended September 30, 3020 and September 30, 2019.





Sales and marketing expense


Sales and marketing expense was approximately $2.7 million for the three months ended September 30, 2020 and $2.8 million for the three months ended September 30, 2019. As a percentage of revenue, sales and marketing expense decreased to 33% from 36% in the comparable prior year period.





Research and development


Research and development expense was $0.8 million for the three months ended September 30, 2020 and $0.9 million for the three months ended September 30, 2019 due to lower professional services costs in the quarter. As a percentage of revenue, research and development expense decreased to 9% from 11% in the comparable prior year period.





General and administrative


General and administrative expense was approximately $4.5 million for both the three months ended September 30, 2020 and for the three months ended September 30, 2019.

Acquisition related expense

During the three months ended September 30, 2019 we incurred approximately $0.8 million in expenses related to the acquisition of our pharma services in 2019. We did not incur any acquisition related expenses during the three months ended September 30, 2020.

Acquisition amortization expense

During the three months ended September 30, 2020 and September 30, 2019, we recorded amortization expense of approximately $1.1 million, respectively in both periods, which is related to intangible assets associated with prior acquisitions.





Operating loss



Operating loss from continuing operations was $6.0 million for the three months ended September 30, 2020 as compared to $7.1 million for the three months ended September 30, 2019. The operating loss for 2020 included a $1.2 million benefit in the reversal of prior year's bonus accrual. The operating loss for the three months ended September 30, 2019 also included $0.8 million in acquisition related expenses.





Provision for income taxes



Income tax expense was approximately $14,000 for the three months ended September 30, 2020 and $9,000 for the three months ended September 30, 2019. Income tax expense for both periods was primarily driven by minimum state and local taxes.





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                           INTERPACE BIOSCIENCES, INC

Loss from discontinued operations, net of tax

We had a loss from discontinued operations of approximately $0.1 million for the three months ended September 30, 2020 and a loss from discontinued operations of approximately $0.1 million for the three months ended September 30, 2019.





Condensed Consolidated Results of Continuing Operations for the Nine-Months
Ended September 30, 2020 Compared to the Nine-Months Ended September 30, 2019
(unaudited, in thousands)



                                                  Nine Months Ended September 30,
                                         2020           2020           2019           2019

Revenue, net                          $   22,752          100.0 %   $   20,005          100.0 %
Cost of revenue                           15,156           66.6 %       10,489           52.4 %
Gross profit                               7,596           33.4 %        9,516           47.6 %
Operating expenses:
Sales and marketing                        6,776           29.8 %        8,127           40.6 %
Research and development                   2,123            9.3 %        2,032           10.2 %
General and administrative                13,481           59.3 %        9,613           48.1 %
Acquisition related expense                    -            0.0 %        2,534           12.7 %
Acquisition amortization expense           3,346           14.7 %        2,874           14.4 %
Total operating expenses                  25,726          113.1 %       25,180          125.9 %

Operating loss                           (18,130 )        -79.7 %      (15,664 )        -78.3 %
Interest accretion                          (414 )         -1.8 %         (331 )         -1.7 %
Other (expense) income, net                  473            2.1 %          (12 )         -0.1 %
Loss from continuing operations
before tax                               (18,071 )        -79.4 %      (16,007 )        -80.0 %
Provision for income taxes                    43            0.2 %           19            0.1 %

Loss from continuing operations (18,114 ) -79.6 % (16,026 ) -80.1 %



Loss from discontinued operations,
net of tax                                  (194 )         -0.9 %          (51 )         -0.3 %

Net loss                              $  (18,308 )        -80.5 %   $  (16,077 )        -80.4 %




Revenue, net


Consolidated revenue, net for the nine months ended September 30, 2020 increased by $2.7 million, or 14%, to $22.8 million, compared to $20.0 million for the nine months ended September 30, 2019. This increase was principally attributable to our acquisition of our pharma services in 2019. Our nine months revenue has been impacted by lower than expected clinical service volume from March through September 2020, which we believe has resulted from the temporary reduction in non-essential testing procedures in connection with the COVID-19 pandemic.





Cost of revenue


Consolidated cost of revenue for the nine months ended September 30, 2020 was $15.2 million, as compared to $10.5 million for the nine months ended September 30, 2019. As a percentage of revenue, cost of revenue increased to 67% for the nine months ended September 30, 2020 as compared to 52% in the comparable same period in 2019. This increase as a percentage of revenue can be primarily attributed to the lower margins associated with our pharma services and the decrease in revenue within clinical services.





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                           INTERPACE BIOSCIENCES, INC



Gross profit


Consolidated gross profit was approximately $7.6 million for the nine months ended September 30, 2020 and $9.5 million for the nine months ended September 30, 2019. The gross profit percentage decreased from 48% in the first nine months of 2019 to 33% for the first nine months of 2020. This decrease can be attributed to the lower margins associated with our pharma services, as mentioned above, and the reduction in net revenue from clinical services.





Sales and marketing expense


Sales and marketing expense was $6.8 million for the nine months ended September 30, 2020, or 30% as a percentage of net revenue. For the nine months ended September 30, 2019, sales and marketing expense was $8.1 million, or 41% as a percentage of net revenue. The decrease in sales and marketing expense primarily reflects the slowdown of sales activity for clinical services due to the pandemic.





Research and development



Research and development expense was $2.1 million for the nine months ended September 30, 2020 and $2.0 million for the nine months ended September 30, 2019. As a percentage of revenue, research and development expense was approximately 9% for the nine months ended September 30, 2020 and 10% for the nine months ended September 30, 2019.





General and administrative


General and administrative expense for the nine months ended September 30, 2020 was $13.5 million as compared to $9.6 million for the nine months ended September 30, 2019. The increase was primarily attributable to costs associated with the acquired pharma services.





Acquisition related expense


During the nine months ended September 30, 2019 we incurred approximately $2.5 million in expenses related to the acquisition of our pharma services in 2019. We did not incur any acquisition related expenses during the nine months ended September 30, 2020.

Acquisition amortization expense

During the nine months ended September 30, 2020 and September 30, 2019, we recorded amortization expense of $3.3 million and $2.9 million, respectively, which is related to intangible assets associated with prior acquisitions. The increase is related to our acquisition of our pharma services in 2019 and the associated intangible assets.





Operating loss


Operating loss from continuing operations was $18.1 million for the nine months ended September 30, 2020 as compared to $15.7 million for the nine months ended September 30, 2019. The increase can be attributed to the operating loss associated with our pharma services as well as the reduced revenue and gross profit in our clinical services.





Provision for income taxes


Income tax expense was approximately $43,000 for the nine months ended September 30, 2020 and $19,000 for the nine months ended September 30, 2019. Income tax expense for both periods was primarily driven by minimum state and local taxes.

Loss from discontinued operations, net of tax

We had a loss from discontinued operations of approximately $0.2 million for the nine months ended September 30, 2020 and a loss from discontinued operations of approximately $0.1 million for the nine months ended September 30, 2019.





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                           INTERPACE BIOSCIENCES, INC

LIQUIDITY AND CAPITAL RESOURCES

For the nine months ended September 30, 2020, we had an operating loss of $18.1 million. As of September 30, 2020, we had cash and cash equivalents of $5.3 million, total current assets of $17.6 million and current liabilities of $15.6 million. As of January 15, 2021, we had approximately $6.1 million of cash on hand, net of restricted cash.

During the nine months ended September 30, 2020, net cash used in operating activities was $12.4 million. The main component of cash used in operating activities was our net loss of $18.3 million which was partially offset by non-cash expenses of $4.9 million. During the nine months ended September 30, 2019, net cash used in operating activities was $12.6 million, all but $0.03 million of which was used in continuing operations. The main component of cash used in operating activities during the nine months ended September 30, 2019 was the net loss of $16.1 million.

For the nine months ended September 30, 2020, cash used in investing activities was $1.3 million, primarily related to capital expenditures associated with the moving of our Rutherford, New Jersey lab to North Carolina. For the nine months ended September 30, 2019, cash used in investing activities was $13.9 million, $13.8 million of which was used in our acquisition of the pharma services business.

For the nine months ended September 30, 2020, cash provided from financing activities was $16.7 million, $19.2 million which resulted from the issuance of preferred stock in January 2020 and $0.4 million from sales of Common Stock, partially offset by the repayment of $3.0 million of borrowed funds under our Revolver. For the nine months ended September 30, 2019, cash provided from financing activities was $22.8 million, $6.0 million of which resulted from the issuance of Common Stock in our underwritten public offering completed in January 2019, $13.1 million of which resulted from the issuance of preferred stock in July 2019, and $3.7 million of which resulted from our draw down of funds under our Revolver.

On January 5, 2021, the Company terminated its SVB Loan Agreement in accordance with the terms of the agreement. In connection with the termination, SVB waived its right to any termination fees and released its security interest in the assets of the Company. See Note 19, Subsequent Events.

On January 7, 2021, the Company entered into secured promissory notes in the amount of $3 million and $2 million with Ampersand and 1315 Capital, respectively. See Note 19, Subsequent Events.

As of July 31, 2020, the Company was in violation of a financial covenant under the SVB Loan Agreement. Additionally, due to the untimely filing of our second quarter Form 10-Q with the SEC, the Company was in default under the SVB Loan Agreement. During September 2020, the Company paid down the outstanding Revolver balance of $3.4 million in full and transferred $0.35 million into a restricted cash money market account with SVB to serve as collateral for the Company's letters of credit supporting its facilities. Prior to September 2020, the collateral for the letters of credit was accounted for as a reduction in the availability under the Revolver. As of September 30, 2020, and through the date of termination of the SVB Loan Agreement, there was no balance outstanding on the Revolver. SVB agreed to forebear from exercising its rights and remedies with respect to the default on October 19, 2020 and the Company was in compliance with the terms of the SVB Loan Agreement through the date of its termination.

During October 2020, the Company had amended the SVB Loan Agreement, adding the Company's subsidiary, IPS, as a borrower thereunder and granted SVB a continuing lien upon and security interest in all of the assets of IPS (See Note 19, Subsequent Events). Under the original terms of the SVB Loan Agreement, the Company covenanted to maintain at all times an Adjusted Quick Ratio of at least 1.15 to 1.0. SVB waived the Company's failure to comply with such requirement for the months ended July 31, 2020 and August 31, 2020 and agreed to forebear financial covenant testing while the Revolver was not drawn. The Company did not draw down on the Revolver from the date of this waiver through the termination of the SVB Loan Agreement.

In September 2019, we entered into the Equity Distribution Agreement with Oppenheimer & Co. Inc., as Agent, pursuant to which we may, from time to time, issue and sell shares of our Common Stock in an aggregate offering price of up to $3.7 million through the Agent. During the nine months ended September 30, 2020, approximately 178,000 shares of common stock were sold for net proceeds of approximately $0.7 million. As a result of the preferred shares transaction mentioned below, additional shares may no longer be sold under the ATM arrangement without a majority approval by the holders of the preferred shares. In addition, if our Common Stock is delisted by Nasdaq due to our failure to meet minimum stockholders' equity requirements, we may no longer be eligible to sell under the Equity Distribution Agreement as well. Further, upon the filing of our Form 10-K for the year ended December 31, 2020, we will no longer remain eligible to use Form S-3 and therefore we will lose our ability to sell Shares under the Equity Distribution Agreement.

In January 2020, we sold 20,000 preferred shares to investors, led by 1315 Capital, for net proceeds of approximately $19.2 million; see Note 16, Equity of the notes to the financial statements for more detail.

See Note 1, Overview, of the notes to the financial statements, regarding the potential adverse impact of the COVID-19 pandemic on our results of operations, cash flows and financial condition for the third quarter of fiscal 2020 and possibly beyond.

During April 2020, the Company applied for various federal stimulus grants and advances made available under Title 1 of the CARES Act. As of September 30, 2020, we received $2.1 million in advances under the CMS accelerated and advance payment program, as well as a $0.65 million grant from HHS. The CMS advance will be offset against future Medicare billings of the Company, and we applied the HHS grant in its entirety towards qualified second quarter expenses. These expenses related to lab equipment and supplies purchased to prevent, prepare for, and respond to coronavirus, including development of coronavirus and serology tests, as well as expenses that would have been covered by revenue lost to coronavirus during the second quarter.





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                           INTERPACE BIOSCIENCES, INC

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 dated July 15, 2019.

The Company has and may continue to delay, scale-back, or eliminate certain of its activities and other aspects of its operations until such time as the Company is successful in securing additional funding. The Company is exploring various dilutive and non-dilutive sources of funding, including equity and debt financings, strategic alliances, business development and other sources. The future success of the Company is dependent upon its ability to obtain additional funding. There can be no assurance, however, that the Company will be successful in obtaining such funding in sufficient amounts, on terms acceptable to the Company, or at all. These factors raise substantial doubt about the Company's ability to continue as a going concern.

The Company's cash and cash equivalents balance is decreasing and we will not 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, including the Ampersand and 1315 Capital loans, as well as revenue growth and margin improvement; collection of accounts receivable; containment of costs; and the potential use of other financing options.

In the event the Company's Common Stock is delisted from Nasdaq due to its failure to meet minimum stockholders' equity requirements, the Company's ability to raise additional capital may be materially adversely impacted. In addition, the Company's inability to use Form S-3 after it files its Form 10-K for the fiscal year ended December 31, 2020 may have an adverse impact on our ability to raise additional capital. There is no assurance we will be successful in meeting our capital requirements prior to becoming cash flow positive.





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                           INTERPACE BIOSCIENCES, INC



Inflation


We do not believe that inflation had a significant impact on our results of operations for the periods presented. On an ongoing basis, we attempt to minimize any effects of inflation on our operating results by controlling operating costs and whenever possible, seeking to ensure that billing rates reflect increases in costs due to inflation.

Off-Balance Sheet Arrangements

None.

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