Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2016 | Nov. 10, 2016 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | CDNA | |
Entity Registrant Name | CareDx, Inc. | |
Entity Central Index Key | 1,217,234 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 21,277,644 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 22,265 | $ 29,888 |
Accounts receivable | 4,568 | 2,367 |
Inventory | 7,444 | 766 |
Prepaid and other assets | 846 | 1,341 |
Total current assets | 35,123 | 34,362 |
Property and equipment, net | 3,305 | 2,425 |
Intangible assets, net | 35,444 | 6,650 |
Goodwill | 28,047 | 12,005 |
Restricted cash | 143 | 147 |
Other noncurrent assets | 30 | 49 |
Total assets | 102,092 | 55,638 |
Current liabilities: | ||
Accounts payable | 3,464 | 1,644 |
Accrued payroll liabilities | 3,725 | 2,366 |
Accrued and other liabilities | 8,204 | 2,892 |
Accrued royalties | 310 | 242 |
Deferred revenue | 58 | 142 |
Deferred purchase consideration | 5,942 | |
Current portion of long-term debt | 17,902 | 2,866 |
Total current liabilities | 39,605 | 10,152 |
Deferred rent, net of current portion | 1,190 | 1,426 |
Deferred revenue, net of current portion | 744 | 703 |
Deferred tax liability | 6,896 | |
Long-term debt, net of current portion | 8,496 | 12,887 |
Contingent consideration | 526 | 948 |
Common stock warrant liability | 6,736 | 0 |
Other liabilities | 1,119 | 28 |
Total liabilities | 65,312 | 26,144 |
Commitments and contingencies (Note 9) | ||
Stockholders’ equity: | ||
Preferred stock: $0.001 par value; 10,000,000 shares authorized at September 30, 2016 and December 31, 2015; no shares issued and outstanding at September 30, 2016 and December 31, 2015 | 0 | 0 |
Common stock: $0.001 par value; 100,000,000 shares authorized at September 30, 2016 and December 31, 2015; 21,226,343 shares and 11,902,346 shares issued and outstanding at September 30, 2016 and December 31, 2015, respectively | 21 | 12 |
Additional paid-in capital | 235,087 | 202,564 |
Accumulated other comprehensive loss | (1,831) | 0 |
Accumulated deficit | (197,071) | (173,082) |
Total CareDx, Inc. stockholders' equity | 36,206 | 29,494 |
Noncontrolling interest | 574 | 0 |
Total stockholders’ equity | 36,780 | 29,494 |
Total liabilities and stockholders’ equity | $ 102,092 | $ 55,638 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2016 | Dec. 31, 2015 |
Statement Of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 21,226,343 | 11,902,346 |
Common stock, shares outstanding | 21,226,343 | 11,902,346 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Revenue: | ||||
Testing revenue | $ 8,613 | $ 7,007 | $ 22,317 | $ 21,147 |
Product revenue | 3,754 | 0 | 7,228 | 0 |
Collaboration, license and other revenue | 108 | 144 | 226 | 349 |
Total revenue | 12,475 | 7,151 | 29,771 | 21,496 |
Operating expenses: | ||||
Cost of testing | 2,604 | 2,568 | 8,228 | 7,786 |
Cost of product | 3,355 | 0 | 6,411 | 0 |
Research and development | 2,930 | 2,698 | 9,231 | 6,629 |
Sales and marketing | 3,451 | 2,062 | 8,544 | 6,453 |
General and administrative | 5,180 | 3,361 | 16,250 | 8,553 |
Change in estimated fair value of contingent consideration | (112) | (345) | (422) | (456) |
Total operating expenses | 17,408 | 10,344 | 48,242 | 28,965 |
Loss from operations | (4,933) | (3,193) | (18,471) | (7,469) |
Interest expense | (568) | (251) | (1,351) | (1,334) |
Other expense | (133) | (45) | (3,334) | (142) |
Change in estimated fair value of common stock warrant liability | 1,386 | 0 | (1,779) | 0 |
Loss before income taxes | (4,248) | (3,489) | (24,935) | (8,945) |
Income tax benefit | 449 | 0 | 888 | 0 |
Net loss | (3,799) | (3,489) | (24,047) | (8,945) |
Net loss attributable to noncontrolling interest | 35 | 0 | 58 | 0 |
Net loss attributable to CareDx, Inc. | $ (3,764) | $ (3,489) | $ (23,989) | $ (8,945) |
Net loss per share attributable to CareDx, Inc. (Note 3): | ||||
Basic | $ (0.20) | $ (0.29) | $ (1.61) | $ (0.76) |
Diluted | $ (0.26) | $ (0.29) | $ (1.61) | $ (0.76) |
Weighted average shares used to compute net loss per share attributable to CareDx, Inc.: | ||||
Basic | 19,098,626 | 11,890,057 | 14,894,218 | 11,846,921 |
Diluted | 19,481,424 | 11,890,057 | 14,894,218 | 11,846,921 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||
Net loss | $ (3,799) | $ (3,489) | $ (24,047) | $ (8,945) |
Other comprehensive loss: | ||||
Foreign currency translation adjustments | (423) | 0 | (1,831) | 0 |
Net Comprehensive loss | (4,222) | (3,489) | (25,878) | (8,945) |
Comprehensive loss attributable to noncontrolling interest | 35 | 0 | 58 | 0 |
Comprehensive loss attributable to CareDx, Inc. | $ (4,187) | $ (3,489) | $ (25,820) | $ (8,945) |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Operating activities: | ||
Net loss | $ (24,047) | $ (8,945) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 2,195 | 575 |
Amortization of inventory fair market value adjustment | 2,738 | 0 |
Stock-based compensation | 1,511 | 1,028 |
Amortization of deferred revenue | (43) | (115) |
Amortization of debt discount and noncash interest expense | 354 | 204 |
Revaluation of contingent consideration to estimated fair value | (422) | (456) |
Revaluation of common stock warrant liability to estimated fair value | 1,779 | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (690) | 446 |
Inventory | 325 | (129) |
Prepaid and other assets | 1,290 | (393) |
Accounts payable | (990) | 791 |
Accrued payroll liabilities | 824 | 508 |
Accrued royalties | 68 | 11 |
Accrued and other liabilities | 2,593 | 699 |
Change in deferred taxes | (947) | 0 |
Net cash used in operating activities | (13,462) | (5,776) |
Investing activities: | ||
Purchase of property and equipment | (627) | (1,123) |
Acquisition of business, net of cash acquired | (20,567) | 0 |
Net cash used in investing activities | (21,194) | (1,123) |
Financing activities: | ||
Proceeds from debt, net of issuance costs | 0 | 15,625 |
Proceeds from issuance of common stock, net of issuance costs | 8,293 | 0 |
Proceeds from private placement and subsequent financing, net of issuance costs | 20,625 | 0 |
Proceeds from issuance of common stock under employee stock purchase plan | 304 | 203 |
Principal payments on debt and capital lease obligations | (2,170) | (11,451) |
Proceeds from exercise of stock options | 9 | 45 |
Net cash provided by financing activities | 27,061 | 4,422 |
Effect of exchange rate changes on cash and cash equivalents | (28) | 0 |
Net decrease in cash and cash equivalents | (7,623) | (2,477) |
Cash and cash equivalents at beginning of period | 29,888 | 36,431 |
Cash and cash equivalents at end of period | 22,265 | 33,954 |
Supplemental disclosure of cash flow information: | ||
Common stock issuance costs accrued, not paid | 461 | 0 |
Deferred purchase consideration | 5,700 | 0 |
Debt assumed as part of acquisition | 13,421 | 0 |
Common shares issued as part of acquisition | $ 7,205 | $ 0 |
Organization and Description of
Organization and Description of Business | 9 Months Ended |
Sep. 30, 2016 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization and Description of Business | 1. ORGANIZATION AND DESCRIPTION OF BUSINESS CareDx, Inc. (“CareDx” or the “Company”) together with its subsidiary Allenex AB (“Allenex” or “Olerup”) and its subsidiaries, is a global transplant diagnostics company with product offerings along the pre- and post-transplant continuum. The Company focuses on discovery, development and commercialization of clinically differentiated, high-value diagnostic surveillance solutions for transplant patients. In post-transplant diagnostics, the Company offers AlloMap®, which is a heart transplant molecular test (“AlloMap”). In pre-transplant diagnostics, the Company offers Olerup SSP®, a set of Human Leukocyte Antigen (“HLA”) typing used prior to hematopoietic stem cell/bone marrow transplantation and organ transplantation. AlloMap is a gene expression test that helps clinicians monitor and identify heart transplant recipients with stable graft function who have a low probability of moderate to severe acute cellular rejection. Since 2008, the Company has sought to expand the adoption and utilization of its AlloMap solution through ongoing studies to substantiate the clinical utility and actionability of AlloMap, secure positive reimbursement decisions for AlloMap from large private and public payers, develop and enhance its relationships with key members of the transplant community, including opinion leaders at major transplant centers, and explore opportunities and technologies for the development of additional solutions for post-transplant surveillance. The Company believes the use of AlloMap, in conjunction with other clinical indicators, can help healthcare providers and their patients better manage long-term care following a heart transplant. In particular, the Company believes AlloMap can improve patient care by helping healthcare providers avoid the use of unnecessary, invasive surveillance biopsies and determine the appropriate dosage levels of immunosuppressants. AlloMap has received 510(k) clearance from the U.S. Food and Drug Administration (the “FDA”) for marketing and sale as a test to aid in the identification of recipients with a low probability of moderate or severe acute cellular rejection. A 510(k) submission is a premarketing submission made to the FDA. Clearance may be granted by the FDA if it finds the device or test provides satisfactory evidence pertaining to the claimed intended uses and indications for the device or test. The Company is also pursuing the development of additional products for transplant monitoring using a variety of technologies, including AlloSure®, its proprietary next-generation sequencing-based test to detect donor-derived cell-free DNA (“dd-cfDNA”) after transplantation. Through the acquisition of ImmuMetrix, Inc. (“IMX”), a privately held development-stage company working on dd-cfDNA-based solutions in transplantation and other fields, the Company added to its existing know-how, expertise, and intellectual property the ability to apply dd-cfDNA technology to the surveillance of transplant recipients, which has contributed to the development of AlloSure. With the acquisition of Allenex, the Company develops, manufactures, markets and sells high quality products that increase the chance of successful transplants by facilitating a better match between a donor and a recipient of stem cells and organs. Olerup SSP is used to type HLA alleles based on the sequence specific primer (“SSP”) technology and has a market in Europe and selected other markets for pre-transplant solutions. The Company also offers XM-ONE®, a standardized test that identifies a patient’s antigens against HLA Class I or Class II, as well as antibodies against a donor’s endothelium. This cross-match test has primarily been used prior to kidney transplants. The Company, by way of Olerup’s sales and distribution agreement with Conexio Genomics (since acquired by Illumina, Inc.) offers a complete product range for sequence-based typing (“SBT”) of HLA alleles. SBT Resolver is a test kit for sequence based HLA typing, while AssignSBT is the companion software for sequence analysis. Because this SBT technology is primarily used in larger typing laboratories, it is a good complement to SSP technology, which is more appropriate for smaller centers. In 2014, Olerup began active development of a new HLA typing product, QTYPE, that uses real-time polymerase chain reaction (“PCR”) methodology. QTYPE was commercially launched at the end of September 2016. This technology is based on SSP technology, which Olerup was well-situated to develop. The Company’s headquarters are in Brisbane, California; and primary operations are in Brisbane and Stockholm, Sweden; and it operates in two reportable segments. Liquidity and Going Concern The Company has incurred significant losses and negative cash flows from operations since its inception and had an accumulated deficit of $197.1 million at September 30, 2016. As of September 30, 2016, the Company had cash and cash equivalents of $22.3 million, and $26.8 million On April 14, 2016, the Company acquired 98.3% of the outstanding common stock of Allenex. Allenex had 58 employees. Under the terms of the Conditional Share Purchase Agreements entered into on December 16, 2015, as amended, and the tender offer prospectus dated March 7, 2016, and as a result of the tender offer, the aggregate purchase consideration paid by the Company was approximately $34.1 million and consisted of (i) $26.9 million of cash, of which approximately $5.7 million was deferred purchase consideration and payable to Midroc Invest AB, FastPartner AB and Xenella Holding AB (collectively, the “Majority Shareholders”) by no later than March 31, 2017, and (ii) the issuance of 1,375,029 shares of the Company’s common stock valued at $7.2 million. Of the total cash consideration, $8.0 million of cash payable to the Majority Shareholders was deposited into an escrow account by the Company and subsequently invested in the Company by the Majority Shareholders through a purchase of the Company’s equity securities in a financing that was completed on June 15, 2016 (the “Subsequent Financing”). Upon the completion of the Subsequent Financing, certain contingencies in the Conditional Share Purchase Agreements were waived, and the deferred purchase consideration is due to the Majority Shareholders by no later than March 31, 2017. The Company determined at the date of the acquisition that these contingencies would be waived. The Company intends to complete compulsory acquisition proceedings under Swedish law to purchase the remaining shares of Allenex. On June 8, 2016, the Company delisted Allenex’s common stock from Nasdaq Stockholm. See Note 5 for more detail about the Allenex acquisition. On April 14, 2016, the Company completed the sale of 591,860 units (“Units”) to certain accredited investors (the “Private Placement”) at a purchase price of $23.94 per Unit. Each Unit was comprised of (i) one share of the Company’s common stock, (ii) five shares of Series A Mandatorily Convertible Preferred Stock (“Series A Preferred”), and (iii) three warrants, each to purchase one share of the Company’s common stock. The aggregate gross proceeds to the Company from the Private Placement were approximately $14.2 million. Concurrently, the Company also entered into commitment letters (the “Commitment Letters”) pursuant to which the Majority Shareholders purchased the Company’s equity securities in the Subsequent Financing. The Company made payments of approximately $1.1 million and $97,000 in placement fees and other offering expenses, respectively, to placement agents in connection with the sale of the 591,860 Units in the Private Placement. Following the closing of the Private Placement, the Company agreed to a number of requirements, including submitting the Private Placement to the Company’s stockholders for approval pursuant to the rules of The NASDAQ Stock Market LLC (the “Requisite Stockholder Approval”), which was obtained on June 16, 2016, and granting certain registration rights, including the registration of shares sold in the Private Placement on a registration statement on Form S-3. Upon obtaining the Requisite Stockholder Approval on June 16, 2016, each share of Series A Preferred was converted into one share of the Company’s common stock. On May 27, 2016, the Company filed a registration statement on Form S-3 (the “2016 Form S-3”) with the Securities and Exchange Commission (the “SEC”) to register for resale the shares of common stock issued or issuable upon conversion of the Series A Preferred and upon exercise of the warrants sold in the Private Placement. The 2016 Form S-3 was declared effective by the SEC on July 12, 2016. On June 15, 2016, the Company completed the Subsequent Financing for the sale of an additional 334,169 Units to the Majority Shareholders. The aggregate gross proceeds to the Company from the Subsequent Financing were $8.0 million. Securities issued in the Subsequent Financing were issued and sold at the same price and upon substantially the same terms as the Units issued in the Private Placement. See Note 12 for more detail about the Private Placement and Subsequent Financing. On September 26, 2016, the Company completed an underwritten public offering pursuant to which the Company issued and sold an aggregate of 2,250,000 shares of common stock at a public offering price of $4.00 per share (the “Public Offering”). The aggregate gross proceeds were $9.0 million, and $7.8 million net of issuance costs. The Company will require additional financing and/or refinancing of its current debt obligations to fund working capital, repay debt and pay its obligations. The Company may pursue financing and refinancing opportunities in both the private and public debt and equity markets through sales of debt or equity securities. Additional financing might include one or more offerings and one or more of a combination of discounted or at-the-market common stock, securities convertible into or exchangeable for shares of common stock, warrants or other rights to purchase or acquire common stock. Due to insufficient working capital in Allenex, a debt covenant in the Company’s Term Loan Facility Agreement (the “Term Loan Facility”) with Danske Bank A/S (“Danske”) relating to maintaining an adequate leverage ratio was violated at each of June 30, 2016 and September 30, 2016. The Company obtained waivers from Danske On June 10, 2016, CMS announced its proposed gapfill pricing from the MACs (“Medicare Administrative Carriers”) for patients covered by Medicare, which initially proposed that reimbursement for AlloMap be reduced from the current rate of $2,821 to $732. On September 30, 2016, CMS published a final gapfill reimbursement rate determination from the MACs, under which payment for the AlloMap test would be $1,921. This reimbursement rate, determined by gapfill submissions from the MACs, is open to reconsideration submissions until October 31, 2016. The Company submitted a request for reconsideration of the reimbursement rate determined by the MACs. Given the significant portion of payments to the Company represented by Medicare, any resulting lower test revenue would have a material adverse effect on the Company’s operations and financial condition. Absent additional and sufficient financing, in addition to Danske not demanding repayment of the outstanding debt, the Company will likely exhaust its cash and cash equivalents in the quarter ending March 2017 The accompanying financial statements have been prepared assuming that the Company will continue as a going concern through December 31, 2016 , which |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”), and follow the requirements of the SEC for interim reporting. As permitted under those rules, certain footnotes or other financial information that are normally required by U.S. GAAP can be condensed or omitted. These financial statements have been prepared on the same basis as the Company’s annual financial statements and, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments that are necessary for a fair statement of the Company’s financial information. The condensed consolidated balance sheet as of December 31, 2015 has been derived from audited financial statements as of that date but does not include all of the financial information required by U.S. GAAP for complete financial statements. Operating results for the three and nine months ended September 30, 2016 are not necessarily indicative of the results that may be expected for the year ending December 31, 2016. The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiaries. Intercompany transactions have been eliminated. Since the Company owns less than 100% of the shares of Allenex, the Company records net loss attributable to noncontrolling interest in its condensed consolidated statements of operations equal to the percentage of the economic or ownership interest retained in such entities by the respective noncontrolling parties. Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses in the unaudited condensed consolidated financial statements and accompanying notes. On an ongoing basis, management evaluates its estimates, including those related to (i) revenue recognition, (ii) the differences between amounts billed and estimated receipts from payers, (iii) the determination of the accruals for clinical studies, (iv) the determination of refunds to be requested by third-party payers, (v) the fair value of assets and liabilities, (vi) inventory valuation, (vii) the valuation of warrants, Series A Preferred, and common stock issued in the Private Placement and Subsequent Financing, (viii) the fair value of contingent consideration in a business acquisition, (ix) the fair value of embedded derivatives, (x) measurement of stock-based compensation expense, (xi) the determination of the valuation allowance and estimated tax benefit associated with deferred tax assets and net deferred tax liability, (xii) any impairment of long-lived assets, including in-process technology and goodwill, and (xiii) legal contingencies. Actual results could differ from those estimates. Concentrations of Credit Risk and Other Risks and Uncertainties Financial instruments that potentially subject the Company to credit risk consist of cash and cash equivalents and accounts receivable. The Company’s policy is to invest its cash and cash equivalents in money market funds, obligations of U.S. government agencies and government-sponsored entities, commercial paper, and various bank deposit accounts. As of September 30, 2016, these financial instruments were held in Company accounts at eight financial institutions. The counterparties to the agreements relating to the Company’s investments consist of financial institutions of high credit standing. The Company is exposed to credit risk in the event of default by the financial institutions to the extent of amounts recorded on the balance sheets which may be in excess of insured limits. The Company is also subject to credit risk from its accounts receivable which are derived from revenue earned from AlloMap tests provided for patients located primarily in the U.S. and billed to various third-party payers, and sales of Olerup SSP products to distributors, strategic partners and end customers in Europe, Middle East and Africa, the U.S., and Latin America and other. The Company has not experienced any significant credit losses and does not generally require collateral on receivables. Cash Equivalents Cash equivalents consist of short-term, highly liquid investments with original maturities of three months or less from the date of purchase. Cash equivalents consist primarily of amounts invested in money market funds. Purchased Intangible Assets Amortizable intangible assets include customer relationships, developed technology, trademarks, contracts and in-process research and development (“IPR&D”) identified intangible assets acquired as part of a business combination. Intangible assets subject to amortization are amortized over their estimated useful lives. Acquired intangible assets with indefinite useful lives are related to IPR&D projects and are measured at their respective fair values as of the acquisition date. The Company does not amortize intangible assets with indefinite useful lives. Intangible assets related to IPR&D projects are considered to be indefinite-lived until the completion or abandonment of the associated research and development efforts. If and when development is complete, which generally occurs if and when regulatory approval to market a product is obtained, the associated assets would be deemed finite-lived and would then be amortized based on their respective estimated useful lives at that point in time. The Company tests IPR&D for impairment on an annual basis and in between annual tests if it becomes aware of events or changes that would indicate that it is more likely than not that the fair value of the assets is below their carrying amounts. The IPR&D annual impairment test is performed as of December 1 of each fiscal year. If the fair value exceeds the carrying value, then there is no impairment. Impairment losses on indefinite-lived intangible assets are recognized based solely on a comparison of the fair value of an asset to its carrying value, without consideration of any recoverability test. The Company has not identified any such impairment losses to date. Impairment of Long-lived Assets The Company evaluates its long-lived assets for indicators of possible impairment when events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. The Company recognizes an impairment loss when the total estimated future undiscounted cash flows expected to result from the use of the asset and its eventual disposition are less than its carrying amount. Should an impairment exist, the impairment loss would be measured based on the excess carrying value of the asset over the asset’s fair value determined using discounted estimates of future cash flows. The Company has not identified any such impairment losses to date. Goodwill Goodwill represents the excess of the cost of an acquisition over the sum of the amounts assigned to tangible and identifiable intangible assets acquired, less liabilities assumed. Goodwill is not subject to amortization, but is tested for impairment on an annual basis and whenever events or changes in circumstances indicate the carrying amount of these assets may not be recoverable. The Company has determined that it operates in two reportable segments associated with the delivery of diagnostic tests and the development and commercialization of diagnostic products. In the event the Company determines that it is more likely than not that the carrying value of a reporting unit is higher than its fair value, quantitative testing is performed comparing recorded values to estimated fair values. If impairment is present, it is measured as the excess of recorded goodwill over its implied fair value. The Company performs its annual evaluation of goodwill on December 1 of each fiscal year. There have been no impairments recorded to date. Fair Value of Financial Instruments Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining fair value, the Company considers the principal or most advantageous market in which the Company would transact, and it takes into consideration the assumptions that market participants would use when pricing the asset or liability. The Company’s assessment of the significance of a particular input to the fair value measurement of an asset or liability requires management to make judgments and to consider specific characteristics of that asset or liability. The carrying amounts of certain of the Company’s financial instruments, including cash equivalents, accounts receivable, accounts payable, and accrued liabilities, approximate fair value due to their short maturities. Testing Revenue The Company recognizes revenues for tests delivered when the following criteria are met: (i) persuasive evidence that an arrangement exists; (ii) delivery has occurred or services rendered; (iii) the fee is fixed or determinable; and (iv) collectability is reasonably assured. For testing revenue, the first criterion is satisfied when a third-party payer makes a coverage decision or enters into a contractual arrangement with the Company for the test. The second criterion is satisfied when the Company performs the test and delivers the test result to the ordering physician. The third criterion is satisfied if the third-party payer’s coverage decision or reimbursement contract specifies a price for the test. The fourth criterion is satisfied based on management’s judgments regarding the collectability of the fees charged under the arrangement. Such judgments include review of past payment history. AlloMap testing may be considered investigational by some payers and not covered under their reimbursement policies. Others may cover the test, but not pay a set or determinable amount. As a result, in the absence of a reimbursement agreement or sufficient payment history, collectability cannot reasonably be assured so revenue is not recognized at the time the test is delivered. If all of the criteria set forth above are met, revenue is recognized. When the first, third or fourth criteria are not met but third-party payers make a non-refundable payment to the Company for tests performed, the Company recognizes revenue on the cash basis in the period in which the payment is received. Revenue for tests performed is recognized on the accrual basis net of adjustments for differences between amounts billed and the estimated receipts from payers. The amount the Company expects to collect may be lower than the agreed upon amount due to several factors, such as the amount of patient co-payments, the existence of secondary payers and claim denials. Estimated receipts are based upon historical payment practices of payers. Differences between estimated and actual cash receipts are recorded as an adjustment to revenue, which have been immaterial to date. During the three and nine months ended September 30, 2016, the Company changed its method of revenue recognition from one and three of its payers, respectively, from the cash basis to the accrual basis based on its consistent history of obtaining timely reimbursement from such payers. The Company also changed its method of revenue recognition from the cash basis to the accrual basis with respect to one and four of its payers, respectively, during the three and nine months ended September 30, 2015 based on the Company’s consistent history of obtaining timely reimbursement from such payers. The impact of this change in accounting estimate was to increase revenues by $0.1 million and $0.4 million for the three and nine months ended September 30, 2016, respectively, and to reduce net loss per share by less than one cent and $0.02 for the three and nine months ended September 30, 2016, respectively. For the three and nine months ended September 30, 2015, the impact of this change in accounting estimate was to increase revenues by $0.1 million and $0.2 million, respectively, and to reduce net loss per share by less than one cent for each of the three and nine months ended September 30, 2015. Product Revenue Product revenue is recognized from the sale of products to end-users, distributors and strategic partners when persuasive evidence of an arrangement exists, the product is complete and tested and has been shipped or delivered, as required to transfer title and risk of loss, the sales price is fixed and determinable, collection of the resulting receivable is reasonably assured, there are no material contingencies and the Company does not have significant obligations for future performance. When collectability is not reasonably assured, the Company defers the revenue until the cash is received. Provisions for estimated future product returns and allowances are recorded in the period of the sale based on the historical and anticipated future rate of returns. Revenue is recorded net of any discounts given to the buyer. Collaboration, License and Other Revenue The Company has generated revenue from collaboration and license agreements. Collaboration and license agreements may include non-refundable upfront payments, partial or complete reimbursement of research and development costs, contingent payments based on the occurrence of specified events under the agreements, license fees and royalties on sales of products or product candidates if they are successfully commercialized. The Company’s performance obligations under its collaborations may include the transfer of intellectual property rights in the form of licenses, obligations to provide research and development services and obligations to participate on certain development committees with the collaboration partners. The Company makes judgments that affect the periods over which it recognizes revenue. The Company periodically reviews its estimated periods of performance based on the progress under each arrangement and accounts for the impact of any change in estimated periods of performance on a prospective basis. The Company recognizes contingent consideration received from the achievement of a substantive milestone in its entirety in the period in which the milestone is achieved, which the Company believes is consistent with the substance of its performance under its various license and collaboration agreements. The Company did not recognize any revenue connected with milestones during the three and nine months ended September 30, 2016 and 2015. Cost of Testing Cost of testing reflects the aggregate costs incurred in delivering the Company’s AlloMap test results to clinicians. The components of cost of testing are materials and service costs, direct labor costs, including stock-based compensation, equipment and infrastructure expenses associated with testing samples on-site, logistics and specimen processing charges to collect and transport samples and allocated overhead including rent, information technology, equipment depreciation, utilities and royalties. Costs associated with performing tests (except royalties) are recorded as the test is processed regardless of whether and when the testing revenue is recognized with respect to that test. As a result, the Company’s cost of testing as a percentage of revenue may vary significantly from period to period because the Company does not recognize all revenue in the period in which the associated costs are incurred. Royalties for licensed technology, calculated as a percentage of test revenues, are recorded as license fees in cost of testing at the time the test revenues are recognized. Cost of Product Cost of product reflects the aggregate costs incurred in delivering the Company’s products to customers. The components of cost of product are materials costs, manufacturing and kit assembly costs, direct labor costs, including equipment and infrastructure expenses associated with preparing kitted products for shipment, shipping, and allocated overhead including rent, information technology, equipment depreciation, and utilities. Cost of product also includes amortization of acquired developed technology and adjustments to inventory values, including write-down of impaired, slow moving or obsolete inventory. Business Combinations The Company determines and allocates the purchase price of an acquired business to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values as of the business combination date, including identifiable intangible assets which either arise from a contractual or legal right or are separable from goodwill. The Company bases the estimated fair value of identifiable intangible assets acquired in a business combination on independent valuations that use information and assumptions provided by management, which consider management’s best estimates of inputs and assumptions that a market participant would use. The Company allocates any excess purchase price over the estimated fair value assigned to the net tangible and identifiable intangible assets acquired and liabilities assumed to goodwill. The use of alternative valuation assumptions, including estimated revenue projections, growth rates, royalty rates, cash flows, discount rates, estimated useful lives and probabilities surrounding the achievement of contingent milestones could result in different purchase price allocations and amortization expense in current and future periods. In those circumstances where an acquisition involves a contingent consideration arrangement that meets the definition of a liability under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 480, Distinguishing Liabilities from Equity Transaction costs associated with acquisitions are expensed as incurred in general and administrative expenses. Results of operations and cash flows of acquired companies are included in the Company’s operating results from the date of acquisition. Stock-based Compensation The Company uses the Black-Scholes Model, which requires the use of estimates such as stock price volatility and expected option lives, to value employee stock options. The Company estimates the expected option lives using historical data, volatility using its own historical stock prices and stock prices of peer companies in the diagnostics industry, risk-free rates using the implied yield currently available in the U.S. Treasury zero-coupon issues with a remaining term equal to the expected option lives, and dividend yield using the Company’s expectations and historical data. The fair value of each restricted stock unit is calculated based upon the closing price of the Company’s common stock on the date of the grant. The Company uses the straight-line attribution method for recognizing compensation expense. Compensation expense is recognized on awards ultimately expected to vest and reduced for forfeitures that are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Forfeitures are estimated based on the Company’s historical experience. Compensation expense for stock options issued to nonemployees is calculated using the Black-Scholes Model and is recorded over the service performance period. Options subject to vesting are required to be periodically remeasured over their service performance period, which is generally the same as the vesting period. Warrants On April 14, 2016 and June 15, 2016, the Company completed the Private Placement and Subsequent Financing, respectively (as described in Note 13), which included the issuance of freestanding warrants to certain accredited investors and placement agents to purchase shares of the Company’s common stock. The exercisability of the warrants was contingent upon the receipt of the Requisite Stockholder Approval, which occurred on June 16, 2016. The freestanding warrants issued pursuant to the Private Placement and Subsequent Financing are contingently redeemable and classified as liabilities on the condensed consolidated balance sheet and recorded at their estimated fair value. The warrants were remeasured on September 30, 2016 and will be remeasured at each subsequent balance sheet date with changes recorded in change in estimated fair value of common stock warrant liability on the condensed consolidated statements of operations. Foreign Currency Translation The functional currency of the Company’s foreign subsidiaries is the local currency for each entity, including the Swedish Krona and the Euro. The revenue and expenses of such subsidiaries have been translated into U.S. dollars at average exchange rates prevailing during the period. Assets and liabilities have been translated at the rates of exchange on the balance sheet date. The resulting cumulative translation adjustments are reported in other comprehensive loss. Foreign currency transaction gains and losses are recognized in current operations. Comprehensive Loss Comprehensive loss consists of net loss and other gains and losses affecting stockholders’ equity that, under U.S. GAAP, are excluded from net income or loss. For the Company, such items consist of foreign currency translation losses. Recent Accounting Pronouncements In August 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-15, Presentation of Financial Statements―Going Concern (Subtopic 205-40), Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern In April 2015, the FASB issued ASU No. 2015-05, Intangibles—Goodwill and Other—Internal Use Software (Subtopic 350-40). This updated standard provides guidance to customers about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, then the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. An entity can elect to adopt the amendments either (i) prospectively to all arrangements entered into or materially modified after the effective date or (ii) retrospectively. For prospective transition, the only disclosure requirements at transition are the nature of and reason for the change in accounting principle, the transition method, and a qualitative description of the financial statement line items affected by the change. For retrospective transition, the disclosure requirements at transition include the requirements for prospective transition and quantitative information about the effects of the accounting change. The Company adopted this guidance as of January 1, 2016 as required using the prospective method. There have been no new or existing arrangements that were materially modified following the date of adoption. In November 2015, the FASB issued ASU No. 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes, which simplifies the presentation of deferred income taxes by requiring deferred tax assets and liabilities be classified as noncurrent on the balance sheet. The guidance is effective for the Company beginning on January 1, 2017 with early adoption permitted as of the beginning of any interim or annual reporting period, and it may be applied either (i) prospectively to all deferred tax assets and liabilities, or (ii) retrospectively to all periods presented. If an entity applies the guidance prospectively, the entity should disclose in the first interim and first annual period of change, the nature of and reason for the change in accounting principle and a statement that prior periods were not retrospectively adjusted. If an entity applies the guidance retrospectively, the entity is required to disclose in the first interim and first annual period of change, the nature of and reason for the change in accounting principle and quantitative information about the effects of the accounting change on prior periods. The Company adopted this guidance early as of January 1, 2016 prospectively, which required its deferred tax assets and liabilities to be reclassified from other current assets and liabilities to their respective noncurrent categories on its condensed balance sheets. As of September 30, 2016, the Company had a net noncurrent deferred tax liability of approximately $6.9 million attributable to the acquisition of Allenex. The adoption of this guidance did not result in any material impact on the Company’s condensed financial statements. In February 2016, the FASB issued ASU No. 2016-02, Leases In March 2016, the FASB issued ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting (Topic 718), to simplify various aspects of share-based payment accounting and presentation. The new standard requires entities to record all of the tax effects related to share-based payments at settlement (or expiration) through the income statement. This will require the Company to reclassify tax benefits in excess of compensation cost (“windfalls”) and tax deficiencies (“shortfalls”) to the extent of previous windfalls from Capital in excess of par value Provision for income tax expense In April 2016, the FASB issued ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing . Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) Revenue from Contracts with Customers (Topic 606) , In August 2016, the FASB issued ASU No. 2016-15, Classification of Certain Cash Receipts and Cash Payments |
Net Loss Per Share
Net Loss Per Share | 9 Months Ended |
Sep. 30, 2016 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | 3. NET LOSS PER SHARE Basic and diluted net loss per share have been computed by dividing the net loss by the weighted-average number of common shares outstanding during the period, without consideration of common share equivalents as their effect would have been antidilutive. The following tables set forth the computation of the Company’s basic and diluted net loss per share (in thousands, except shares and per share data): Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Numerator: Net loss attributable to CareDx, Inc. used to compute basic net loss per share $ (3,764 ) $ (3,489 ) $ (23,989 ) $ (8,945 ) Less: Gain on private placement warrants (1,386 ) — — — Net loss attributable to CareDx, Inc. used to compute diluted net loss per share $ (5,150 ) $ (3,489 ) $ (23,989 ) $ (8,945 ) Denominator: Weighted-average shares used to compute basic net loss per share attributable to CareDx, Inc. 19,098,626 11,890,057 14,894,218 11,846,921 Add: Private placement warrant shares 382,798 — — — Weighted-average shares used to compute diluted net loss per share attributable to CareDx, Inc. 19,481,424 11,890,057 14,894,218 11,846,921 Net loss per share attributable to CareDx, Inc.: Basic $ (0.20 ) $ (0.29 ) $ (1.61 ) $ (0.76 ) Diluted $ (0.26 ) $ (0.29 ) $ (1.61 ) $ (0.76 ) The following potentially dilutive securities have been excluded from diluted net loss per share, because their effect would be antidilutive: Three Months Ended September 30, Nine Months Ended September 2016 2015 2016 2015 Shares of common stock subject to outstanding options 1,851,232 1,510,479 1,851,232 1,510,479 Shares of common stock subject to outstanding common stock warrants 283,415 301,069 3,261,502 301,069 Restricted stock units 314,115 110,300 314,115 110,300 Total common stock equivalents 2,448,762 1,921,848 5,426,849 1,921,848 The Company issued 2,959,300 shares of preferred stock pursuant to the Private Placement and Subsequent Financing, which were completed on April 14, 2016 and June 15, 2016, respectively. All of the preferred stock was converted to common stock upon receipt of the Requisite Stockholder Approval on June 16, 2016. As of September 30, 2016, there was no preferred stock outstanding. On September 26, 2016, the Company completed the Public Offering pursuant to which the Company issued and sold an aggregate of 2,250,000 shares of common stock. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 4. FAIR VALUE MEASUREMENTS The Company records its financial assets and liabilities at fair value except for its debt, which is recorded at amortized cost. The carrying amounts of certain financial instruments of the Company, including cash and cash equivalents, prepaid expenses and other current assets, accounts payable and accrued liabilities, approximate fair value due to their relatively short maturities. The accounting guidance for fair value provides a framework for measuring fair value, clarifies the definition of fair value, and expands disclosures regarding fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The accounting guidance establishes a three-tiered hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value as follows: • Level 1: Inputs which include quoted prices in active markets for identical assets and liabilities. • Level 2: Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The following table sets forth the Company’s financial assets and liabilities measured at fair value on a recurring basis (in thousands): September 30, 2016 Fair Value Measured Using (Level 1) (Level 2) (Level 3) Total Balance Assets Money market funds $ 19,039 $ — $ — $ 19,039 Liabilities Contingent consideration $ — $ — $ 526 $ 526 Warrants to purchase common stock — — 6,736 6,736 Total liabilities $ — $ — $ 7,262 $ 7,262 December 31, 2015 Fair Value Measured Using (Level 1) (Level 2) (Level 3) Total Balance Assets Money market funds $ 28,774 $ — $ — $ 28,774 Liabilities Contingent consideration $ — $ — $ 948 $ 948 The following table presents the issuances, changes in fair value and reclassifications of the Company’s Level 3 financial instruments that are measured at fair value on a recurring basis (in thousands): (Level 3) Contingent Consideration Liability Warrants to Purchase Common Total Balance as of December 31, 2015 $ 948 — $ 948 Warrants issued in conjunction with Private Placement and Subsequent Financing on April 14, 2016 and June 15, 2016, respectively, and Placement Agent Warrants — 4,957 4,957 Change in estimated fair value (422 ) 1,779 1,357 Balance as of September 30, 2016 $ 526 $ 6,736 $ 7,262 The Company recognizes transfers between levels of the fair value hierarchy as of the end of the reporting period. There were no transfers between Level 1, Level 2 and Level 3 categories during the periods presented. In determining fair value, the Company uses various valuation approaches within the fair value measurement framework. The valuation methodologies used for the Company’s instruments measured at fair value and their classification in the valuation hierarchy are summarized below: • Money market funds - Investments in money market funds are classified within Level 1. At each of September 30, 2016 and December 31, 2015, money market funds were included on the balance sheets in cash and cash equivalents. • Contingent consideration - As of September 30, 2016 and December 31, 2015, the Company had a contingent obligation to issue 227,845 shares of its common stock to the former owners of IMX in conjunction with its acquisition of IMX in June 2014. The issuance will occur if the Company completes 2,500 commercial tests involving the measurement of dd-cfDNA in organ transplant recipients in the United States by June 10, 2020. The Company recorded its estimate of the fair value of the contingent consideration based on its evaluation of the probability of achievement of the contractual conditions that would result in the payment of the contingent consideration. The fair value of the contingent consideration was estimated using the fair value of the shares to be paid if the contingency is met multiplied by management’s estimate at September 30, 2016 and December 31, 2015 of the probability of success, which management estimated to be 65%. The significant input in the Level 3 measurement not supported by market activity is the Company’s probability assessment of the milestone being met. The value of the liability is subsequently remeasured to fair value at each reporting date, and the change in estimated fair value is recorded to a component of operating expenses item captioned “change in estimated fair value of contingent consideration” until the milestone contingency is paid, expires or is no longer achievable. Increases (decreases) in the estimation of the probability percentage result in a directionally similar impact to the fair value measurement of the contingent consideration liability. The carrying amount of the contingent consideration liability represents its fair value. The fair value of the contingent consideration decreased by $0.1 million and $0.4 million in the three and nine months ended September 30, 2016, respectively, as a result of the decreases in the fair market value of the Company’s common stock price during these periods. There was no change during these periods in management’s 65% estimate of the probability of completing the specified commercial tests. • Warrants to purchase common stock – As of September 30, 2016, the Company had warrants to purchase 2,978,087 shares of common stock outstanding that it issued to certain accredited investors and its placement agents following the closing of the Private Placement on April 14, 2016 and Subsequent Financing on June 15, 2016. The common stock warrants are classified as liabilities within Level 3. The Company utilized a binomial-lattice pricing model (the Monte Carlo simulation model) that involved a market condition to estimate the fair value of the warrants. The application of the Monte Carlo simulation model required the use of a number of complex assumptions including the Company’s stock price, expected life of the warrants, stock price volatility determined from the Company’s historical stock prices and stock prices of peer companies in the diagnostics industry, and risk-free rates based on the implied yield currently available in the U.S. Treasury zero-coupon issues with a remaining term equal to the expected life of the warrants. The estimated fair value of the warrants was subsequently remeasured at September 30, 2016, and the change in estimated fair value of common stock warrant liability was recorded on the Company’s condensed consolidated statements of operations. The Company’s liabilities classified as Level 3 were valued based on unobservable inputs and management’s judgment due to the absence of quoted market prices, inherent lack of liquidity and the long-term nature of the financial instruments. The carrying values of the Company’s debt approximates its fair value at September 30, 2016 because the interest rate approximates market rates that the Company could obtain for debt with similar terms. The estimated fair value of the Company’s debt is estimated using the net present value of the payments, discounted at an interest rate that is consistent with market interest rates, which is a Level 2 input. |
Business Combination
Business Combination | 9 Months Ended |
Sep. 30, 2016 | |
Business Combinations [Abstract] | |
Business Combination | 5. BUSINESS COMBINATION On April 14, 2016, the Company acquired 98.3% of the outstanding common stock of Allenex. Allenex is a transplant diagnostic company based in Stockholm, Sweden that develops, manufactures, and sells products that help match donor organs with potential recipients prior to transplantation. The acquisition of Allenex creates an international transplant diagnostics company with product offerings along the pre- and post-transplant continuum. The combined company has a presence and direct distribution channels in the U.S. and Europe, with additional third party distributors in Europe and other markets around the world. Under the terms of the Conditional Share Purchase Agreements entered into on December 16, 2015, as amended and the tender offer prospectus dated March 7, 2016, and as a result of the tender offer, the aggregate purchase consideration paid by the Company was approximately $34.1 million and consisted of (i) $26.9 million of cash, of which approximately $5.7 million was deferred purchase consideration payable to the Majority Shareholders by no later than March 31, 2017, and (ii) the issuance of 1,375,029 shares of the Company’s common stock valued at $7.2 million. Of the total cash consideration, $8.0 million of cash payable to the Majority Shareholders was deposited into an escrow account by the Company and subsequently invested in the Company by the Majority Shareholders through a purchase of the Company’s equity securities in the Subsequent Financing. Upon the completion of the Subsequent Financing, certain contingencies in the Conditional Share Purchase Agreements were waived, and the deferred purchase consideration is due to the Majority Shareholders by no later than March 31, 2017. The Company determined at the date of the acquisition that these contingencies would be waived. The Company intends to complete compulsory acquisition proceedings under Swedish law to purchase the remaining shares of Allenex. On June 8, 2016, the Company delisted Allenex’s common stock from Nasdaq Stockholm. The cash portion of the acquisition purchase price was paid from the Company’s general working capital. The acquisition of Allenex required, and the Company obtained, a consent from East West Bank (the “Consent”), as the lender under the Company’s Loan and Security Agreement, dated January 30, 2015, as amended (the “Loan Agreement”). The Consent was contingent upon the closing of a private placement financing for aggregate cash proceeds of at least $12.0 million and separately depositing into an escrow account cash of $8.0 million relating to a commitment by the Majority Shareholders to purchase the Company’s equity securities in the Subsequent Financing, all of which occurred on April 14, 2016. Pursuant to the Consent, the Company is also required to raise another $20.0 million through one or more equity financings by March 31, 2017, of which $9.0 million was raised on September 26, 2016 in the Public Offering The Company has accounted for this transaction as a business combination in exchange for total consideration of approximately $34.1 million. Under business combination accounting, the total purchase price was allocated to Allenex’s net tangible and identifiable intangible assets based on their estimated fair values as of April 14, 2016 as set forth in the table below. The excess of the purchase price over the net tangible and identifiable intangible assets was recorded as goodwill. The preliminary allocation of the purchase price was based upon a valuation, and the Company’s estimates and assumptions are subject to change. The primary areas of the purchase price allocation that are not yet finalized relate to valuation of acquired inventory, income and non-income based taxes and residual goodwill. Total acquisition-related expenses for the three and nine months ended September 30, 2016 were $0.5 million and $4.3 million, respectively. The amounts recorded for certain assets and liabilities are preliminary in nature and are subject to adjustment as additional information is obtained about the facts and circumstances that existed as of the acquisition date. The final determination of the fair values of certain assets and liabilities will be completed within the measurement period of up to one year from the acquisition date, as permitted under U.S. GAAP. Any potential adjustments made could be material in relation to the values presented in the table below. The preliminary fair values of the assets acquired and liabilities assumed are as follows (in thousands): Total Cash $ 596 Accounts receivable 1,608 Prepaid and other assets 1,092 Inventory 9,636 Property, plant and equipment 1,057 Intangible assets 31,560 Goodwill 16,940 Deferred tax liability (8,505 ) Assumed liabilities (19,910 ) Total preliminary acquisition consideration $ 34,074 The fair value of the remaining 1.7% of noncontrolling interest in Allenex was estimated to be approximately SEK 5,100,000, or approximately $0.6 million in U.S. dollars, as of April 14, 2016. The fair value of the noncontrolling interest was determined based on the number of outstanding shares comprising the noncontrolling interest and Allenex’s stock price of SEK 2.48 per share as of the acquisition date. The noncontrolling interest was presented as a component of stockholders’ equity on the Company’s condensed consolidated balance sheets. During the three months ended September 30, 2016, the Company recorded a measurement period adjustment related to inventory, tax and accruals recorded in the preliminary purchase price allocation, with a corresponding adjustment to goodwill. Noncontrolling interest as of September 30, 2016 was as follows (in thousands): September 30, 2016 Beginning noncontrolling interest $ — Noncontrolling interest investment 634 Foreign currency effect (2 ) Loss attributable to noncontrolling interest (58 ) Ending noncontrolling interest $ 574 The following table presents details of the identified intangible assets acquired at the acquisition date (in thousands): Estimated Fair Estimated Life (Years) Customer relationships $ 12,650 15 Developed technology 11,650 10 Acquired in-process technology 4,510 15 Trademarks 2,260 15 Acquired contracts 490 2 Total $ 31,560 Goodwill recorded from the acquisition of Allenex is primarily related to expected synergies. The goodwill resulting from the acquisition is not deductible for tax purposes Allenex’s post-acquisition results of operations for the period from April 14, 2016 through September 30, 2016 are included in the Company’s condensed consolidated statements of operations. Since the acquisition date, total revenue of Allenex for the period from April 14, 2016 through September 30, 2016 was $7.2 million. Net loss for Allenex for the period from April 14, 2016 through September 30, 2016 was $3.4 million, including $1.1 million of costs for the amortization of acquisition related intangible assets, net of tax effects. Pro Forma Impact of the Acquisition of Allenex The following table presents pro forma results of operations and gives effect to the Allenex transaction as if the transaction had been consummated on January 1, 2015. The unaudited pro forma results of operations have been prepared for comparative purposes only and are not necessarily indicative of what would have occurred had the business combination been completed at the beginning of the period or of the results that may occur in the future. Furthermore, the pro forma financial information does not reflect the impact of any reorganization or operating efficiencies resulting from combining the two companies (in thousands). Three Nine Months Ended September 30, 2016 2015 2016 2015 Revenue: Testing revenue $ 8,613 7,007 22,310 21,147 Product revenue 3,754 3,806 11,642 11,867 Other revenue 108 237 396 593 Total revenue $ 12,475 11,050 34,348 33,607 Net loss $ (2,491 ) (4,563 ) (17,597 ) (13,091 ) The unaudited pro forma financial information for the three and nine months ended September 30, 2016 and 2015 is prepared using the acquisition method of accounting and has been adjusted to give effect to the pro forma events that are: (i) directly attributable to the acquisition, (ii) factually supportable, and (iii) expected to have a continuing impact on the combined results. The pro forma adjustments directly attributable to the acquisition exclude acquisition-related expenses of $4.3 million and debt financing costs of $2.9 million relating to a six-month bridge loan with Oberland Capital SA Davos LLC (“Oberland”) that did not materialize, together with the consequential tax effects. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended |
Sep. 30, 2016 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 6. GOODWILL AND INTANGIBLE ASSETS Goodwill Goodwill is recorded when the purchase price of an acquisition exceeds the fair value of the net tangible and identified intangible assets acquired. The following table presents details of the Company’s goodwill for the nine months ended September 30, 2016 (in thousands): CareDx Allenex Total Balance as of December 31, 2015 $ 12,005 $ — $ 12,005 Goodwill acquired — 16,940 16,940 Foreign currency translation adjustments — (898 ) (898 ) Balance as of September 30, 2016 $ 12,005 $ 16,042 28,047 The gross carrying amount of goodwill may change due to the effects of foreign currency fluctuations as a result of acquiring an entity with a functional currency other than the U.S. dollar. Intangible Assets The following tables present details of the Company’s intangible assets as of September 30, 2016 (in thousands): September 30, 2016 Gross Carrying Amount Accumulated Amortization Foreign Currency Translation Net Amount Weighted Average Remaining Useful (In Intangible assets with finite lives: Customer relationships $ 12,650 $ (377 ) $ (678 ) $ 11,595 14.3 Developed technology 11,650 (526 ) (623 ) 10,501 9.3 Acquired technology – QTYPE (a) 4,510 — (241 ) 4,269 14.3 Trademarks 2,260 (107 ) (121 ) 2,032 14.3 Acquired contracts 490 (67 ) (26 ) 397 1.5 Total intangible assets with finite lives 31,560 (1,077 ) (1,689 ) 28,794 Acquired in-process technology ― 6,650 — — 6,650 — Total intangible assets $ 38,210 $ (1,077 ) $ (1,689 ) $ 35,444 (a) QTYPE was initially classified as acquired in-process technology on acquisition of Allenex on April 14, 2016, but reclassified as an intangible asset with a finite life when QTYPE was commercially launched at the end of September 2016. The gross carrying amount of intangible assets and the related amortization expense of intangible assets may change due to the effects of foreign currency fluctuations as a result of acquiring an entity with a functional currency other than the U.S. dollar. Amortization expenses were $0.6 million and $1.1 million for the three and nine months ended September 30, 2016, respectively, of which $0.3 million and $0.6 million were amortized to cost of product for the three and nine months ended September 30, 2016, respectively. There was no amortization recorded for the three and nine months ended September 30, 2015, as the Company only had an intangible asset related to acquired in-process technology with an indefinite useful live in that period. Intangible assets are carried at cost less accumulated amortization. Amortization expenses are recorded to cost of product and sales and marketing. Acquired IPR&D of $6.7 million has not reached technological feasibility as of September 30, 2016 and is therefore not subject to amortization. As such, the Company excluded amortization of acquired in-process technology from the future amortization expense table below. The following table summarizes the Company’s estimated future amortization expense of intangible assets with finite lives as of September 30, 2016 (in thousands): Years Ending December 31, Cost of Product Sales and Marketing Total Remainder of 2016 $ 416 $ 240 $ 656 2017 1,666 959 2,625 2018 1,502 959 2,461 2019 1,435 959 2,394 2020 1,435 959 2,394 2021 1,435 959 2,394 Thereafter 7,237 8,633 15,870 Total future amortization expense $ 15,126 $ 13,668 $ 28,794 |
Inventories
Inventories | 9 Months Ended |
Sep. 30, 2016 | |
Inventory Disclosure [Abstract] | |
Inventories | 7. INVENTORIES The following table summarizes the Company’s inventories (in thousands): September December Finished goods $ 6,244 $ 237 Raw materials 1,200 529 Total inventory $ 7,444 $ 766 |
Accrued and Other Liabilities
Accrued and Other Liabilities | 9 Months Ended |
Sep. 30, 2016 | |
Payables And Accruals [Abstract] | |
Accrued and Other Liabilities | 8. ACCRUED AND OTHER LIABILITIES The following table represents the components of accrued and other liabilities (in thousands): September 30, December Debt financing fees $ 1,384 $ — Common stock issuance costs 333 — Transaction related fees 685 589 Software implementation costs 302 — Accrued interest payable on debt 832 — Tax, audit and compliance related fees 662 89 Test sample processing fees 490 426 Accrued overpayments and refunds 293 163 Clinical studies 1,196 756 Accrued inventory payable 324 — Deferred rent – current portion 300 258 Capital leases – current portion 175 71 Other accrued expenses 1,228 540 Total accrued and other liabilities $ 8,204 $ 2,892 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2016 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 9. COMMITMENTS AND CONTINGENCIES Royalty Commitments In November 2004, the Company entered into a license agreement with Roche Molecular Systems, Inc. (“Roche”), that grants the Company the right to use certain Roche technology relating to polymerase chain reaction (“PCR”), and quantitative real-time PCR, in clinical laboratory services, including in connection with AlloMap. This is a non-exclusive license agreement in the U.S. covering claims in multiple Roche patents. The Company had disputed the combination services percentage Roche sought to apply under the agreement. The combination service percentage is a multiplier used to calculate royalties where licensed services are sold in combination with other services. From July 2011 through September 2014, the Company withheld payment of such royalties pending resolution of the matter. On February 11, 2014, Roche filed a demand for arbitration with the American Arbitration Association seeking a declaration that the Company had materially breached the Roche license agreement by failing to report and pay royalties owing to Roche in respect of licensed services performed by the Company after July 1, 2011. Commencing as of July 1, 2011, the Company fully accrues the unpaid royalties on its balance sheets, and the amount of the unpaid royalties is reflected as an expense in the Company’s statements of operations in the periods revenue is recorded and to which the royalties relate. In September 2014, the Company entered into a settlement and mutual release agreement with Roche whereby: (i) for the period beginning July 1, 2011 through June 30, 2014, the Company agreed to pay the amount of $2,827,220 in settlement of past royalties due; (ii) for the period beginning July 1, 2014 through September 30, 2014, the Company agreed to pay royalties based on the same combination services percentage used to determine the past royalties due; (iii) for the period beginning October 1, 2014 through September 30, 2017, Roche and the Company agreed to a downward adjustment of the combination services percentage used to determine the portion of the AlloMap testing revenue that is royalty bearing under the terms of the license; (iv) the Company agreed to report and pay quarterly royalties within 45 days of the end of each calendar quarter; (v) Roche agreed that, subject to the Company’s timely payment of all applicable royalties through such date, no further royalties will be payable by the Company for periods after September 30, 2017; (vi) the Company and Roche agreed to mutually release all claims under the license agreement through the settlement date; and (vii) Roche agreed to dismiss the arbitration claims. For all time periods, the contractual royalty rate in the license agreement was or will be applied to the applicable combination services percentage to determine the royalties payable to Roche in connection with the AlloMap service. Under the license agreement, the Company incurs royalty expenses as a percentage of combination services revenue and classifies those expenses as a component of cost of testing in the condensed consolidated statements of operations. For each of the three months ended September 30, 2016 and 2015, royalty expenses in connection with the Roche agreement were $0.3 million. For each of the nine months ended September 30, 2016 and 2015, royalty expenses in connection with the Roche agreement were $0.8 million. Operating Lease The Company leases its operating and office facilities for various terms under long-term, non-cancelable operating lease agreements in California, Pennsylvania and Stockholm, Sweden. The lease for the Company’s facility in Vienna, Austria is on a month-to-month basis. The leases expire at various dates through 2020. In the normal course of business, it is expected that these leases will be renewed or replaced by leases on other properties. As of September 30, 2016, future minimum lease payments due under operating leases were as follows (in thousands): Years Ending December 31, Amount Remainder of 2016 $ 507 2017 2,044 2018 2,017 2019 2,003 2020 1,964 2021 and thereafter — Total future minimum lease payments $ 8,535 Contingencies On April 25, 2016, Oberland filed a breach of contract claim against the Company in the Supreme Court of the State of New York, County of New York (the “Oberland Complaint”), alleging, among other things, that the Company breached certain provisions of the amended and restated commitment letter and the restated fee letter that it entered into with Oberland on February 8, 2016. Pursuant to the Oberland Complaint, Oberland is seeking damages against the Company in the amount of at least $1.4 million, plus costs and expenses, including the fees and expenses of Oberland’s attorneys. On July 15, 2016, the Company filed an answer and made counterclaims against Oberland (the “Answer”), generally denying the claims asserted by Oberland in the Oberland Complaint and asserting fraudulent inducement and breach of contract counterclaims against Oberland. Pursuant to the Answer, the Company is seeking dismissal of the Oberland Complaint in its entirety, recession of all agreements with Oberland and damages of not less than $1.3 million, together with interest and punitive damages, if deemed appropriate under applicable law, and costs and disbursements of the action, including reasonable attorneys’ fees. On August 4, 2016, Oberland filed a motion to dismiss the Company’s counterclaims and affirmative defenses asserted in the Answer. Oral arguments for this motion are scheduled for December 8, 2016. The Company believes that it has meritorious defenses to the claims asserted in the Oberland Complaint and that the counterclaims asserted by it in the Answer have merit. The Company intends to vigorously defend against the claims asserted by Oberland and vigorously pursue the counterclaims set forth in the Answer. However, there is no guarantee that the Company will prevail in this suit or recover damages from its counterclaims or other relief if it does prevail. As a result, the Company has accrued the amount being claimed by Oberland of $1.4 million. In addition, on June 15, 2016, the Company received a letter from Nasdaq OMX Stockholm AB (the “Exchange”) regarding the Company’s compliance with the requirements of the Nasdaq Stockholm Takeover Rules (the “Takeover Rules”) and good practice in the securities market in Sweden in connection with the Company’s recently completed acquisition of Allenex AB. The Exchange concluded that the Company violated certain technical provisions of the Takeover Rules and acted contrary to good practice in the securities market in Sweden, and gave the Company the opportunity to submit the Company’s views before it decided whether to refer the matter to its Disciplinary Committee. On July 11, 2016, the Company submitted a response, which was considered by the Exchange in making a final determination whether to refer the matter to its Disciplinary Committee for further assessment. On September 21, 2016, the Company received notice from the Exchange that, by letter dated September 20, 2016 from the Exchange to its Disciplinary Committee, the Exchange has referred the matter to the Disciplinary Committee and is seeking a ruling from the Disciplinary Committee regarding disciplinary sanction. The Disciplinary Committee has the authority to impose a fine and/or sanctions. The Company has been granted an opportunity to submit documents in support of its position to the Disciplinary Committee. This submission must be completed by November 24, 2016. A hearing before the Disciplinary Committee is currently scheduled for December 9, 2016. Takeover Rules authorize the Exchange to impose a special fine ranging between SEK 50,000 (approximately $6,000 in U.S. dollars) and SEK 100 million (approximately $12.0 million in U.S. dollars). The Company cannot predict the outcome of any Disciplinary Committee review. Accordingly, no provisions have been recorded related to this violation. An adverse determination by the Disciplinary Committee could have a material adverse effect on the Company. The Company is subject to claims and assessments from time to time in the ordinary course of business. Other than the matters discussed above, the Company’s management does not believe that any such matters, individually or in the aggregate, would have a material adverse effect on the Company’s business, financial condition, or results of operations. |
Collaboration and Licensing Agr
Collaboration and Licensing Agreements | 9 Months Ended |
Sep. 30, 2016 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Collaboration and Licensing Agreements | 10. COLLABORATION AND LICENSING AGREEMENTS Diaxonhit (“DHT”) In June 2013, the Company entered into an exclusive Distribution and Licensing Agreement with DHT, a French public company, whereby DHT agreed to have the AlloMap test performed in a European laboratory and commercialize the test in the European Economic Area (“EEA”). The agreement will expire at the later of the last-to-expire patent in the EEA or ten years from the first commercial sale of the test in the EEA, which occurred in 2014. Consideration under the agreement includes an upfront cash payment of approximately €387,500 ($503,000) that is designated to offset royalties earned by the Company in the first three years following the first commercial sale. The Company is entitled to receive royalties from DHT as a percentage of net sales, as defined in the agreement, of AlloMap tests in the mid to high teens. Approximately €250,000 ($344,000) of the upfront payments is refundable under certain circumstances. Upon confirmation that the CE mark was in place, the Company also received an equity payment of DHT common stock with a value of €387,500 ($503,000). The CE mark is a mandatory conformity marking for certain products sold within the EEA. The Company sold the shares of DHT common stock in July 2013 for total consideration of $467,000. Other consideration that may be earned by the Company includes agreed-upon per unit pricing for the supply of AlloMap products, and additional royalties that are payable upon the achievement of various sales milestones by DHT. In this arrangement, there is one combined unit of accounting. Commercial sales of the AlloMap test began in the EEA in June 2014. Total revenues recognized from this arrangement for the three months ended September 30, 2016 and 2015 were $2,000 and $8,000, respectively. Total revenues recognized from this arrangement for the nine months ended September 30, 2016 and 2015 were $12,000 and $41,000, respectively. CardioDx, Inc. (“CDX”) In 2005, the Company entered into a services agreement with what at the time was a related party, CDX, whereby the Company provided CDX with biological samples and related data and performed laboratory services on behalf of CDX. Each company granted the other a worldwide license to certain of its intellectual property rights. Pursuant to this agreement, CDX pays royalties to the Company in an amount equal to a low single-digit percentage of the cash collected from sales of CDX licensed products. In 2009, CDX terminated the services portion of this agreement, however, the royalty obligation from CDX continues until the tenth anniversary of the first commercial sale of a CDX licensed product. The first commercial sale of such product by CDX occurred in 2009, therefore the royalty obligation to the Company continues until 2019. Initially, the Company recognized royalty revenues when earned. Commencing with the fourth quarter of 2015, the Company recognizes royalty revenues when payments are received as it was assessed that collection was not reasonably assured prior to receipt of payment. Royalty revenues for the three months ended September 30, 2016 and 2015 were $98,000 and $96,000, respectively. Royalty revenues for the nine months ended September 30, 2016 and 2015 were $0.2 million and $0.3 million, respectively, and are included in collaboration and license revenue on the condensed consolidated statements of operations. The Company had no receivable balance from CDX at September 30, 2016 and December 31, 2015. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2016 | |
Transfers And Servicing [Abstract] | |
Debt | 11. DEBT On January 30, 2015, the Company entered into the Loan Agreement with East West Bank as the lender (“the Lender”), which provides the Company with a secured term loan facility in an aggregate principal amount of up to $20.0 million. The Company borrowed the first and only advance of $16.0 million (“Draw A”) on January 30, 2015. Draw A was used to pay-off the Company’s existing term debt of $11.3 million. A loss on extinguishment of debt of $0.6 million related to costs from the pay-off of the previously existing term loan was recognized as interest expense during the three months ended March 31, 2015. Draw A bears interest at a daily floating rate equal to 2.00%, plus the greater of (i) 3.25% or (ii) the prime rate published by the Lender. The maturity date of the loan is December 1, 2018. The principal pay-down of the loan began on July 1, 2016 with the loan being payable in 30 equal monthly installments. A fully non-refundable commitment fee of $160,000 was paid on January 30, 2015 when Draw A was received. The loan has no prepayment penalty. Commitment fees are included in debt issuance costs which are netted against the debt outstanding and are amortized to interest expense using the effective interest method over the term of the loan. Debt discount and issuance costs, current, as of both September 30, 2016 and December 31, 2015 were $0.2 million. Debt discount and issuance costs, non-current, as of both September 30, 2016 and December 31, 2015 were $0.1 million. In connection with the Loan Agreement, the Company agreed to issue to the Lender warrants to purchase shares of the Company’s common stock upon the drawdown of each advance in an amount equal to 1.5% of the amount drawn, divided by the exercise price per share for that tranche. The fair value of the warrant is reflected as a discount to the debt. As a result of Draw A, the Company issued to the Lender a warrant to purchase an aggregate of 34,483 shares of the Company’s common stock, at an exercise price of $6.96 per share. The fair value of the warrant was estimated to be $90,000 on January 30, 2015, using the Black-Scholes Model with the following assumptions: expected volatility of 39.83%, a contractual term of 5 years, risk-free interest rate of 1.18%, underlying common stock price of $7.06, and dividend yield of 0%. The warrant is included in stockholders’ equity with the offset to debt discount that is amortized over the term of the loan using the effective interest method. The warrant is not subject to remeasurement. The Loan Agreement requires collateral by a security interest in all of the Company’s assets except intellectual property and contains customary affirmative and negative covenants including financial maintenance covenants, and also includes standard events of default, including payment defaults. Upon the occurrence of an event of default, a default interest rate of an additional 5.00% may be applied to the outstanding loan balances, and the Lender may declare all outstanding obligations immediately due and payable and take such other actions as set forth in the Loan Agreement. As of February 29, 2016, the Company was in violation of one of its financial covenants under the Loan Agreement. This violation was waived in principle by the Lender by virtue of a contemporaneous verbal amendment to the Loan Agreement received from the Lender, which was subsequently memorialized in a written amendment to the Loan Agreement dated May 12, 2016. As of September 30, 2016, the Company was in compliance with its debt covenants under the Loan Agreement. In April 2016, the Lender consented to the acquisition of Allenex by the Company (the “Consent”). The Consent was contingent upon the closing of a private placement financing for aggregate cash proceeds of at least $12.0 million and separately depositing into an escrow account cash of $8.0 million relating to a commitment by the Majority Shareholders to purchase the Company’s equity securities in the Subsequent Financing, all of which occurred on April 14, 2016. Pursuant to the Consent, the Company is also required to raise another $20.0 million through one or more equity financings by March 31, 2017, of which $9.0 million was raised As of April 11, 2016, the Company reassessed the probability of the completion of a six-month bridge loan of $18.0 million with Oberland and determined that it was not probable that the bridge loan would be consummated. The Company is currently disputing the fees associated with the bridge loan with Oberland, but in the interim a charge of $2.9 million was recorded in the nine months ended September 30, 2016 to expense financing costs associated with this bridge loan (see the Oberland Complaint in Note 9). These costs have been included as a component of other expense on the Company’s condensed consolidated statements of operations. On May 12, 2016, the Company entered into a First Amendment to Loan and Security Agreement (the “First Amendment”), which amended the Loan Agreement. The First Amendment, among other things, amended the Loan Agreement by modifying certain financial covenants, adding an equity financing covenant, and restricting certain transactions between the Company and its subsidiaries. On June 27, 2016, the Company entered into a Second Amendment to Loan and Security Agreement (the “Second Amendment”). The Second Amendment, among other things, amended the Loan Agreement to permit certain transactions between the Company and its subsidiaries and to add intellectual property as collateral security. On June 25, 2013, Allenex entered into the Term Loan Facility with Danske in an aggregate principal amount of up to SEK 71,000,000 (approximately $8.3 million in U.S. dollars). The Term Loan Facility is available for utilization in advances of a minimum of SEK 5,000,000 (approximately $0.6 million in U.S. dollars) and if more, integral multiples of SEK 1,000,000 (approximately $0.1 million in U.S. dollars). The interest rate applicable to each advance shall be the percentage rate per annum calculated as the aggregate of (i) Stockholm Interbank Offered Rate (“STIBOR”) (as defined in the Term Loan Facility) and (ii) the Margin (as described in the Term Loan Facility) at 3% conditional on the fulfillment of certain criteria. In March 2015, Allenex entered into a first amendment to the Term Loan Facility, pursuant to which additional loans were granted. In August 2015, Allenex entered into a second amendment to the Term Loan Facility, pursuant to which the term of the Term Loan Facility was extended. In December 2015, Allenex entered into a waiver and amendment agreement relating to the Term Loan Facility, pursuant to which the change of control provision was waived and amended. In March 2016, Allenex entered into another amendment to the Term Loan Facility, which modified the repayment schedule for advances under the Term Loan Facility. Under this Term Loan Facility, SEK 63,500,000 (approximately $7.4 million in U.S. dollars) was outstanding as of September 30, 2016, and a quarterly payment of SEK 1,500,000 (approximately $0.2 million in U.S. dollars) is payable in the quarter ended December 31, 2016, and six quarterly payments of SEK 3,000,000 (approximately $0.4 million in U.S. dollars) are payable in 2017 and the first half of 2018, and the remaining balance of SEK 44,000,000 (approximately $5.1 million in U.S. dollars) is due in June 2018. On June 18, 2015, Allenex also entered into a short term credit facility with Danske with total available credit of SEK 8,000,000 (approximately $0.9 million in U.S. dollars). As of August 4, 2016, the available credit under the short term credit facility with Danske was increased to SEK 10,000,000 (approximately $1.2 million in U.S. dollars). As of September 30, 2016, the total outstanding balance due to Danske under the short term credit facility was SEK 5,200,000 (approximately $0.6 million in U.S. dollars), and is due on December 31, 2016, unless it is rolled over. Due to insufficient working capital in Allenex, a debt covenant in the Term Loan Facility relating to maintaining an adequate leverage ratio was violated at each of June 30, 2016 and September 30, 2016. The Company obtained waivers from Danske for each of these violations of the debt covenant. While Allenex received waivers from Danske for each of these violations as of June 30, 2016 and September 30, 2016, due to continuing liquidity matters, Allenex has determined that it is not probable that it will be in compliance with this covenant in future periods. For these reasons, the long-term debt due to Danske was classified as a current liability in the condensed consolidated balance sheet as of September 30, 2016. Additionally, if the loan was no longer available or Danske demanded repayment of the debt, the Company may not have sufficient capital to operate. On June 28, 2013, Allenex issued a SEK 9,400,000 (approximately $1.1 million in U.S. dollars) subordinated promissory note to FastPartner AB (“FastPartner”), which provides for an annual interest rate of 10.00%. Principal payments of SEK 1,000,000 (approximately $0.1 million in U.S. dollars) and accrued interest are payable quarterly at September 30, December 31, March 31 and June 30 and subject to working capital requirements that had not been met in fiscal years 2014 and 2015, nor the nine months ended September 30, 2016. The full amount of the promissory note was outstanding as of September 30, 2016, and will mature on December 31, 2016. However, pursuant to an intercreditor agreement among Allenex, Danske, FastPartner, Mohammed Al Amoudi and Olerup SSP AB, dated June 25, 2013 (the “Intercreditor Agreement”), until the Term Loan Facility with Danske is repaid, FastPartner may not demand or receive payment of its subordinated promissory note, or foreclose on any collateral securing Allenex’s obligations under the subordinated promissory note, without Danske’s prior written consent. Allenex’s obligations under the promissory note is secured by a pledge of Allenex shares to FastPartner. As of September 30, 2016, FastPartner had beneficial ownership of 5% or more of the outstanding shares of the Company’s common stock and was considered a related party (See Note 17). On June 28, 2013, Allenex issued a SEK 10,600,000 (approximately $1.2 million in U.S. dollars) subordinated promissory note to Mohammed Al Amoudi, which provides for an annual interest rate of 10.00%. Principal payments of SEK 1,000,000 (approximately $0.1 million in U.S. dollars) and accrued interest are payable quarterly at September 30, December 31, March 31 and June 30, subject to meeting certain requirements for working capital. The promissory note had an initial maturity date of June 28, 2016. On December 16, 2015, the maturity date was extended until December 31, 2016. However, pursuant to the Intercreditor Agreement, until the Term Loan Facility with Danske is repaid, Mohammed Al Amoudi may not demand or receive payment of its subordinated promissory note, or foreclose on any collateral securing Allenex’s obligations under the subordinated promissory note, without Danske’s prior written consent. The full amount of the promissory note was outstanding as of September 30, 2016. Allenex’s obligations under the promissory note is secured by a pledge of Allenex shares to Mohammed Al Amoudi. As of September 30, 2016. Mohammed Al Amoudi had beneficial ownership of 5% or more of the outstanding shares of the Company’s common stock and was considered a related party (see Note 17). On February 25, 2015, Allenex entered into a SEK 14,000,000 (approximately $1.6 million in U.S. dollars) loan agreement with SSP Primers Aktieboulag, pursuant to which SEK 4,000,000 (approximately $0.5 million in U.S. dollars) has been paid and SEK 5,000,000 (approximately $0.6 million in U.S. dollars) is payable on February 27, 2017, and SEK 5,000,000 (approximately $0.6 million in U.S. dollars) is payable on February 26, 2018. The loan amount outstanding as of September 30, 2016 is SEK 10,000,000 (approximately $1.2 million in U.S. dollars) and has an annual interest rate of 3% payable in conjunction with each principal payment. On December 29, 2015, Allenex issued a SEK 2,000,000 (approximately $0.2 million in U.S. dollars) subordinated promissory note to FastPartner, a related party, which matures on December 31, 2016 and has an annual interest rate of 10.00%. Principal and accrued interest are payable on the maturity date and subject to working capital requirements that had not been met in fiscal year 2015, nor the nine months ended September 30, 2016. However, pursuant to the Intercreditor Agreement, until the Term Loan Facility with Danske is repaid, FastPartner may not demand or receive payment of its subordinated promissory note, or foreclose on any collateral securing Allenex’s obligations under the subordinated promissory note, without Danske’s prior written consent. Allenex’s obligations under the promissory note is secured by a pledge of Allenex shares to FastPartner. The full amount of subordinated promissory note was outstanding as of September 30, 2016. On March 7, 2016, Allenex issued a SEK 4,000,000 (approximately $0.5 million in U.S. dollars) subordinated promissory note to FastPartner, a related party, which matures on December 31, 2016 and has an annual interest rate of 10.00%. Principal and accrued interest are payable on the maturity date and subject to working capital requirements that had not been met during the nine months ended September 30, 2016. However, pursuant to the Intercreditor Agreement, until the Term Loan Facility with Danske is repaid, FastPartner may not demand or receive payment of its subordinated promissory note, or foreclose on any collateral securing Allenex’s obligations under the subordinated promissory note, without Danske’s prior written consent. Allenex’s obligations under the promissory note is secured by a pledge of Allenex shares to FastPartner. The full amount of the subordinated promissory note was outstanding as of September 30, 2016. Interest of $0.7 million on shareholder loans had been accrued as of September 30, 2016. As of September 30, 2016, future debt maturities were as follows (in thousands): Years Ending December 31, Amount Remainder of 2016 $ 12,662 2017 6,984 2018 6,984 Total debt maturities 26,630 Less: debt discount and issuance costs (232 ) Total debt maturities, net of debt discount and issuance costs 26,398 Less: current portion of long-term debt (17,902 ) Long-term debt, net carrying value $ 8,496 |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2016 | |
Stockholders Equity Note [Abstract] | |
Stockholders' Equity | 12. STOCKHOLDERS’ EQUITY On April 14, 2016, the Company completed a Private Placement transaction for the offering of 591,860 Units. Each Unit was comprised of: (i) one share of common stock, (ii) five shares of Series A Preferred, and (iii) three warrants, each to purchase one share of common stock. The purchase price was $23.94 per Unit (the equivalent of $3.99 per share of common stock, assuming conversion of the Series A Preferred). The closing of the Private Placement was conditioned upon the closing of the Allenex acquisition, the consent of East West Bank to the Allenex acquisition, and certain other customary closing conditions, all of which occurred on April 14, 2016. The aggregate gross proceeds to the Company from the Private Placement were approximately $14.2 million, of which $1.8 million was paid in satisfaction of placement agents, escrow agent, legal fees as well as other direct issuance costs. The Company and certain stockholders representing a majority of the Company’s outstanding shares of common stock entered into voting agreements on April 14, 2016, pursuant to which each stockholder agreed to vote certain of its shares of the Company’s common stock in favor of granting the Company the Requisite Stockholder Approval. Upon obtaining the Requisite Stockholder Approval on June 16, 2016, each share of Series A Preferred was converted into one share of the Company’s common stock. In addition to the warrants issued to certain accredited investors in the Private Placement, on April 14, 2016, the Company issued warrants to purchase an aggregate of 200,000 shares of common stock to certain of its placement agents (the “Placement Agent Warrants”). All of the warrants issued in the Private Placement and the Placement Agent Warrants became exercisable once the Company obtained the Requisite Stockholder Approval on June 16, 2016. The proceeds from the Private Placement were allocated between the common stock, preferred stock and warrants issued based on their relative fair values. The estimated fair values of the common stock, preferred stock and warrants were $1.9 million, $9.3 million and $3.0 million, respectively, as of the transaction date. The warrants were recorded as a liability and are subject to ongoing remeasurement. The shares of Series A Preferred were initially recorded as temporary equity upon the closing of the Private Placement and subsequently reclassified to common stock after their conversion to common stock on June 16, 2016. See Note 13 for a description of the accounting of for the warrants. Concurrent to the Private Placement, the Company also entered into Commitment Letters pursuant to which the Majority Shareholders agreed to purchase the Company’s equity securities in the Subsequent Financing (as described in Note 1), which investment was completed on June 15, 2016. In the Subsequent Financing, the Company issued to the Majority Shareholders 334,169 Units, which consisted of (i) an aggregate of 334,169 shares of common stock, (ii) an aggregate of 1,670,845 shares of Series A Preferred that were all converted into shares of the Company’s common stock upon obtaining the Requisite Stockholder Approval on June 16, 2016, and (iii) 1,002,507 warrants, each of which is exercisable for one share of the Company’s common stock. The proceeds from the Subsequent Financing were allocated between the common stock, preferred stock and warrants issued based on their relative fair values. The estimated fair values of the common stock, preferred stock and warrants were $1.0 million, $5.3 million and $1.7 million, respectively, as of the transaction date. The warrants were recorded as a liability and are subject to ongoing remeasurement. The shares of Series A Preferred were initially recorded as temporary equity upon the closing of the Subsequent Financing and subsequently reclassified to common stock after their conversion to common stock on June 16, 2016. Following the closing of the Private Placement, the Company agreed to a number of requirements, including submitting the Private Placement to the Company’s stockholders for approval, which was obtained on June 16, 2016, and granting certain registration rights, including the registration of shares sold in the Private Placement on a registration statement on Form S-3. On May 27, 2016, the Company filed a registration statement on Form S-3 with the SEC to register for resale the shares of common stock issued or issuable upon conversion of the Series A Preferred and upon exercise of the warrants sold in the Private Placement. The Form S-3 was declared effective by the SEC on July 12, 2016. The Company engaged M.M. Dillon & Co. Group (“M.M. Dillon”), an investment banking firm, to act as one of its financial advisors and placement agents in connection with the Private Placement and Subsequent Financing of the Company’s common stock and the consummation of any private placement of its securities that the Company may choose to pursue. A member of the Company’s board of directors is a managing director of M.M. Dillon, and as such, the Company considered M.M. Dillon to be a related party. As a result of the Private Placement and Subsequent Financing, the Company paid approximately $1.1 million in placement fees to its placement agents, of which $0.2 million pertained to fees paid to M.M. Dillon. Additionally, M.M. Dillon also received Placement Agent Warrants to purchase 100,000 shares of the Company’s common stock. On September 26, 2016, the Company completed the Public Offering pursuant to which the Company issued and sold an aggregate of 2,250,000 shares of common stock at a public offering price of $4.00 per share. The aggregate gross proceeds were $9.0 million, and $7.8 million net of issuance costs. In connection with the Public Offering, in accordance with the anti-dilution provisions in the warrants issued in connection with the Private Placement and the Subsequent Financing, the exercise price of the 1,775,580 and 1,002,507 Private Placement and Subsequent Financing warrants, respectively, was adjusted from $4.98 per share to $4.00 per share, which was the price paid by investors in the Public Offering. |
Warrants
Warrants | 9 Months Ended |
Sep. 30, 2016 | |
Warrants [Abstract] | |
Warrants | 13. WARRANTS The warrants issued in the Private Placement and the Placement Agent Warrants (as described in Note 12) are considered freestanding instruments that are contingently redeemable and classified as liabilities on the Company’s condensed consolidated balance sheet as of September 30, 2016. The warrants became exercisable to purchase common stock after the Company obtained the Requisite Stockholder Approval on June 16, 2016. Upon the closing of the Private Placement on April 14, 2016, the Company recorded an estimated fair value of $3.3 million relating to warrants to purchase 1,975,580 shares of common stock that were issued in the Private Placement. The warrants were comprised of warrants to purchase 1,775,580 shares of common stock that were issued to certain accredited investors measured at an estimated fair value of $3.0 million, and Placement Agent Warrants to purchase 200,000 shares of common stock measured at an estimated fair value of $0.3 million. The Placement Agent Warrants were issued for services performed by placement agents as part of the Private Placement and were treated as equity issuance costs and were recorded in stockholders’ equity on the Company’s condensed consolidated balance sheets to offset the Private Placement proceeds allocated to the Series A Preferred and common stock. Additional warrants were issued on June 15, 2016 to the Majority Shareholders upon the closing of the Subsequent Financing (as described in Note 12). The warrants issued in the Subsequent Financing were also considered freestanding instruments being accounted for using the same methodology as described above. On June 15, 2016, the Company recorded an estimated fair value of $1.7 million for warrants to purchase an aggregate of 1,002,507 shares of common stock issued in the Subsequent Financing. The Company utilizes a Monte Carlo simulation model to estimate the fair value of the warrants issued in the Private Placement and the Subsequent Financing, and the Placement Agent Warrants and the Subsequent Financing. The Monte Carlo simulation model uses multiple input variables to estimate the probability that market conditions will be achieved. These variables include the Company’s stock price, the expected term of the warrants, the volatility of the Company’s and its peers’ stock prices over such expected term, and the risk-free interest rate for the expected term of the warrants. The variables used in this simulation model are reviewed on a quarterly basis and adjusted, as needed. If the Company issues common stock at a price lower than the exercise price or issues stock options or other securities (other than securities issued pursuant to the Company’s stock or option plans or employment agreements, securities issued or issuable upon exercise or exchange of convertible securities outstanding as of the date the warrants were issued or securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company) with an exercise price that is lower than the current exercise price of the warrants, the exercise price of the warrants shall be adjusted to be equal to such lower price. As a result of the anti-dilution provisions in the warrants issued in connection with the Private Placement and the Subsequent Financing, the exercise price of the 1,775,580 and 1,002,507 Private Placement and Subsequent Financing warrants, respectively, was adjusted from $4.98 per share to $4.00 per share, which was the price paid by investors in the Public Offering. The number of warrants outstanding did not change. The initial total estimated fair value of the warrant liability was $5.0 million following the closings of the Private Placement, the issuance of Placement Agent Warrants and the Subsequent Financing on April 14, 2016. As of September 30, 2016, the total estimated fair value of the warrant liability was $6.7 million and the corresponding remeasurement gain of $1.4 million and loss of $1.8 million for the three and nine month periods ending September 30, 2016, respectively, was recorded in change in estimated fair value of common stock warrant liability on the Company’s condensed consolidated statement of operations. The increase in the fair value of the warrant liability was attributable to events that had occurred between the initial fair value measurement and September 30, 2016, including obtaining the Requisite Stockholder Approval, which occurred on June 16, 2016, granting certain registration rights, including rights regarding the registration of shares issuable upon exercise of the warrants issued in the Private Placement and the Subsequent Financing and the Placement Agent Warrants. The registration of the shares impacted the exercisability of the warrants and resulted in an increase in the fair value of the warrant liability. As of September 30, 2016, outstanding warrants to purchase Common Stock were: Original Term Exercise Price Number of Shares Underlying Warrants Original issue date: November 2006 10 years $ 31.72 1,576 February 2008 10 years $ 35.07 22,792 August 2009 10 years $ 21.78 33,473 July 2010 9 years $ 21.78 6,694 December 2010 7 years $ 21.78 17,215 August 2012 7 years $ 21.78 167,182 January 2015 5 years $ 6.96 34,483 April 2016 (a) 7 years $ 4.00 1,775,580 April 2016 (b) 5 years $ 3.99 200,000 June 2016 (c) 7 years $ 4.00 1,002,507 3,261,502 ( a ) Issued on April 14, 2016 in connection with the Private Placement to certain accredited investors. The exercise price was reset from $4.98 to $4.00 as a result of the Public Offering that closed on September 26, 2016. In accordance with the anti-dilution provisions, the exercise price of the warrants issued in connection with the Private Placement reset from $4.98 per share to $4.00 per share, which was the price paid by investors in the Public Offering, which closed on September 26, 2016. ( b ) Issued on April 14, 2016 in connection with the Private Placement to placement agents. ( c ) Issued on June 15, 2016 in connection with the Subsequent Financing. The exercise price was reset from $4.98 to $4.00 as a result of the Public Offering that closed on September 26, 2016. In accordance with the anti-dilution provisions, the exercise price of the warrants issued in connection with the Subsequent Financing reset from $4.98 per share to $4.00 per share, which was the price paid by investors in the Public Offering, which closed on September 26, 2016. |
Stock Incentive Plans
Stock Incentive Plans | 9 Months Ended |
Sep. 30, 2016 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock Incentive Plans | 14. STOCK INCENTIVE PLANS 2014 Equity Incentive Plan Prior to its IPO, the Company had one active stock option plan, the 2008 Equity Incentive Plan (“2008 Plan”), one assumed stock option plan (“the ImmuMetrix 2013 Equity Incentive Plan”), and one terminated stock option plan, the 1998 Stock Plan. Upon its IPO, the Company reserved 838,695 shares of common stock for issuance under a new 2014 Equity Incentive Plan (“2014 Plan”). The shares reserved for issuance under the 2014 Plan also include shares returned to the 2008 Plan as the result of expiration or termination of options, provided that the maximum number of shares that may be added to the 2014 Plan thereby is limited to a maximum of 865,252 shares. The number of shares available for issuance under the 2014 Plan also includes an annual increase on the first day of each year equal to the lesser of: • 357,075 shares; • 4.0% of the outstanding shares of common stock as of the last day of the immediately preceding year; or • such other number of shares as the Company’s board of directors may determine. 2016 Inducement Plan On April 21, 2016, the Company’s board of directors, including its independent directors, adopted the Company’s 2016 Inducement Equity Incentive Plan (the “Inducement Plan”), pursuant to which the Company may grant stock awards of up to a total of 155,500 shares of common stock to new employees of the Company. The Inducement Plan was adopted to accommodate a reserve of additional shares of common stock for issuance to new employees hired by the Company from Allenex. The terms in the Inducement Plan are substantially similar to the Company’s 2014 Plan. The Inducement Plan allows restricted stock units (“RSUs”) to be granted in addition to stock options. The RSUs vest annually over four years in equal increments. The Company began granting RSUs pursuant to the Inducement Plan starting June 2016. Stock Options Under the 2014 Plan The following table summarizes option activity and related information: Shares Underlying Stock Options Outstanding Weighted- average Exercise Price Balance—December 31, 2015 1,577,317 $ 6.87 Granted 558,170 5.00 Exercised (2,770 ) 3.14 Forfeited (215,087 ) 6.90 Expired (66,398 ) 9.87 Balance—September 30, 2016 1,851,232 6.20 Options outstanding that have vested or are expected to vest as of September 30, 2016 are as follows: Number of Shares Weighted Exercise Price Weighted Aggregate Intrinsic (In Vested 952,608 $ 5.99 6.54 $ 678 Expected to vest 767,518 6.42 8.87 7 Total 1,720,126 6.18 7.58 $ 685 The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying stock options and the fair value of the Company’s common stock at September 30, 2016 for stock options that were in-the-money. The fair market value of the Company’s common stock as of September 30, 2016 was $3.55 per share. Restricted Stock Units The Company’s 2014 Plan and Inducement Plan allow RSUs to be granted in addition to stock options. The RSUs vest annually over four years in equal increments. The Company began granting RSUs under the 2014 Plan in March 2015 and under the Inducement Plan in June 2016. Unvested RSU activity for the nine months ended September 30, 2016 is summarized below: Number of Shares Weighted- Average Grant Date Fair Value Unvested balance—December 31, 2015 106,200 $ 6.49 Granted 287,900 5.50 Vested (26,550 ) 6.49 Forfeited (53,485 ) 5.88 Unvested balance—September 30, 2016 314,065 5.69 Shares Available for Grant Under the 2014 Plan and 2016 Inducement Plan The following table summarizes shares available for grant under the 2014 Plan and the Inducement Plan: Shares Available for Grant Balance—December 31, 2015 404,692 Additional shares authorized for options and RSUs 498,075 Options granted (558,170 ) Options forfeited 215,087 Options expired 66,398 RSUs granted (287,900 ) RSUs forfeited 53,485 Balance—September 30, 2016 391,667 2014 Employee Stock Purchase Plan The Company’s board of directors adopted its 2014 Employee Stock Purchase Plan (the “ESPP”) in March 2014 and its stockholders approved the ESPP in July 2014. The ESPP was made available to its employees on January 1, 2015. The first offering period in 2016 began on January 1, 2016 and ended on June 30, 2016. During the first offering period in 2016, 35,024 shares were purchased for aggregate proceeds of $0.1 million from the issuance of shares, which occurred on July 1, 2016. The option price per share of common stock to be paid by a participant on the applicable exercise date for an offering period shall be equal to 85% of the lesser of the fair market value of a share of common stock on (a) the applicable grant date or (b) the applicable exercise date. Valuation Assumptions The estimated fair values of employee stock options and ESPP shares were estimated using the Black-Scholes option-pricing model based on the following weighted-average assumptions: Three Months Ended September Nine Months Ended September 2016 2015 2016 2015 Employee stock options Expected term (in years) 5.5 6.0 5.9 6.0 Expected volatility 46.27 % 39.10 % 41.80 % 40.74 % Risk-free interest rate 1.20 % 1.90 % 1.52 % 1.87 % Expected dividend yield — % — % — % — % Employee stock purchase plan Expected term (in years) 0.5 0.5 0.5 0.5 Expected volatility 54.48 % 39.10 % 61.18 % 35.61 % Risk-free interest rate 0.37 % 0.11 % 0.45 % 0.11 % Expected dividend yield — % — % — % — % The weighted-average grant-date fair value of options granted during the three months ended September 30, 2016 and 2015 using the Black-Scholes Model was $2.18 and $2.81 per share, respectively, and $2.08 per share and $2.63 per share during the nine months ended September 30, 2016 and 2015, respectively. Stock-based Compensation Expense The following table summarizes stock-based compensation expense relating to employee and nonemployee stock options, RSUs and ESPP shares for the three and nine months ended September 30, 2016 and 2015, included in the statements of operations as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 2016 2015 2016 2015 Cost of testing $ 38 $ 22 $ 105 $ 91 Research and development 109 79 321 215 Sales and marketing 47 37 118 93 General and administrative 336 198 967 629 Total $ 530 $ 336 $ 1,511 $ 1,028 No tax benefit was recognized related to share-based compensation expense since the Company has never reported taxable income and has established a full valuation allowance to offset all of the potential tax benefits associated with its deferred tax assets. In addition, no amounts of stock-based compensation were capitalized for the periods presented. As of September 30, 2016, there was approximately $2.0 million of unrecognized stock-based compensation expense, net of estimated forfeitures, related to non-vested stock options that will be recognized on a straight-line basis over the remaining average vesting period of 2.33 years. As of September 30, 2016, there was approximately $1.4 million of unrecognized stock-based compensation expense, net of estimated forfeitures, related to non-vested RSUs that will be recognized on a straight-line basis over the remaining average vesting period of 3.05 years. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 15. INCOME TAXES The Company’s effective tax rate may vary from the U.S. federal statutory tax rate due to the change in the mix of earnings in tax jurisdictions with different statutory rates, benefits related to tax credits, and the tax impact of non-deductible expenses and other permanent differences between income before income taxes and taxable income. For the three and nine months ended September 30, 2016, the Company recorded an income tax benefit of $0.4 million and $0.9 million, respectively, compared to no income tax benefit or provision for each of the three and nine months ended September 30, 2015. The income tax benefit of $0.4 million and $0.9 million for the three and nine months ended September 30, 2016, respectively, is largely due to the reversal of net deferred tax liabilities resulting from the amortization of acquired inventory and intangible assets. The increase in the gross unrecognized tax benefits is primarily a result of the acquisition of Allenex. The Company will continue to reevaluate the tax impact of the Allenex acquisition as information is obtained with regards to the estimated values of the assets and liabilities acquired with any adjustments to the preliminary estimates being recorded to goodwill, provided that it is within the measurement period. |
Segment Reporting
Segment Reporting | 9 Months Ended |
Sep. 30, 2016 | |
Segment Reporting [Abstract] | |
Segment Reporting | 16. SEGMENT REPORTING Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the Chief Operating Decision Maker (“CODM”), or decision making group, whose function is to allocate resources to and assess the performance of the operating segments. The Company has identified its chief executive officer as the CODM. In determining its reportable segments, the Company considered the markets and types of customers served and the products or services provided in those markets. Prior to the acquisition of Allenex, the Company operated as a single reportable segment. Subsequent to the acquisition of Allenex, the Company has identified the following two reportable segments, which are the same as its operating segments: • CareDx: This segment focuses on discovery, development and commercialization of clinically differentiated, high-value diagnostic solutions for transplant patients. Its first commercialized testing solution, AlloMap, is a gene expression test that helps clinicians monitor and identify heart transplant recipients with stable graft function who have a low probability of moderate/severe acute cellular rejection. • Olerup: This segment develops, manufactures, markets and sells high quality products that increase the chance of successful transplants by facilitating a better match between a donor and a recipient of stem cells and organs. Its Olerup SSP product line, which addresses HLA typing, is used prior to hematopoietic stem cell/bone marrow and organ transplantations to match donors with recipients. There were no intersegment sales for the three and nine months ended September 30, 2016. The following table summarizes the operating results of the Company’s reportable segments (in thousands): Three Nine Months Ended September 30, 2016 2015 2016 2015 Total segments Net revenues $ 12,475 $ 7,151 $ 29,771 $ 21,496 Operating loss (4,933 ) (3,193 ) (18,471 ) (7,469 ) Depreciation and amortization 1,068 217 2,172 575 CareDx Net revenues $ 8,721 $ 7,151 $ 22,543 $ 21,496 Operating loss (2,910 ) (3,193 ) (14,724 ) (7,469 ) Depreciation and amortization 301 217 861 575 Olerup Net revenues $ 3,754 $ — $ 7,228 $ — Operating loss (2,023 ) — (3,747 ) — Depreciation and amortization 767 — 1,311 — September December Assets: CareDx $ 47,455 $ 55,638 Olerup 54,637 — Total assets $ 102,092 $ 55,638 Revenues by geographic regions are based upon the customers’ ship-to address or headquarters location. The following table summarizes reportable revenues by geographic regions (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Revenues: United States $ 10,007 $ 7,151 $ 26,149 $ 21,496 Europe, Middle East and Africa 2,313 — 3,168 — Latin America and Canada 155 — 454 — Total $ 12,475 $ 7,151 $ 29,771 $ 21,496 The following table summarizes long-lived assets, consisting of property and equipment, net, by geographic regions (in thousands): September December Long-lived assets: United States $ 2,184 $ 2,425 Europe 1,121 — Total $ 3,305 $ 2,425 |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 17. RELATED PARTY TRANSACTIONS On April 14, 2016, the Company completed the Private Placement (as described in Note 12), pursuant to which it issued and sold to certain investors an aggregate of 591,860 Units, for aggregate gross proceeds to the Company of approximately $14.2 million, of which $1.8 million was paid in satisfaction of placement agents, escrow agent and legal fees as well as other direct issuance costs. FastPartner, Midroc Invest AB and Xenella Holding AB, the three Majority Shareholders, each beneficially owned 566,962 shares, 636,838 shares and 162,928 shares, respectively, of the Company’s outstanding shares of common stock prior to the closing of the Subsequent Financing (as described in Note 12). The Company has loans outstanding with both FastPartner AB and Mr. Mohammed Al Amoudi as of September 30, 2016 (as described in Note 11). A member of the Company’s board of directors is a managing director of M.M. Dillon, and as such, the Company considered M.M. Dillon to be a related party. M.M. Dillon acted as one of the Company’s financial advisors and placement agents in connection with the Private Placement and Subsequent Financing (as described in Note 12). |
Organization and Description 24
Organization and Description of Business (Policies) | 9 Months Ended |
Sep. 30, 2016 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Liquidity And Going Concern | Liquidity and Going Concern The Company has incurred significant losses and negative cash flows from operations since its inception and had an accumulated deficit of $197.1 million at September 30, 2016. As of September 30, 2016, the Company had cash and cash equivalents of $22.3 million, and $26.8 million On April 14, 2016, the Company acquired 98.3% of the outstanding common stock of Allenex. Allenex had 58 employees. Under the terms of the Conditional Share Purchase Agreements entered into on December 16, 2015, as amended, and the tender offer prospectus dated March 7, 2016, and as a result of the tender offer, the aggregate purchase consideration paid by the Company was approximately $34.1 million and consisted of (i) $26.9 million of cash, of which approximately $5.7 million was deferred purchase consideration and payable to Midroc Invest AB, FastPartner AB and Xenella Holding AB (collectively, the “Majority Shareholders”) by no later than March 31, 2017, and (ii) the issuance of 1,375,029 shares of the Company’s common stock valued at $7.2 million. Of the total cash consideration, $8.0 million of cash payable to the Majority Shareholders was deposited into an escrow account by the Company and subsequently invested in the Company by the Majority Shareholders through a purchase of the Company’s equity securities in a financing that was completed on June 15, 2016 (the “Subsequent Financing”). Upon the completion of the Subsequent Financing, certain contingencies in the Conditional Share Purchase Agreements were waived, and the deferred purchase consideration is due to the Majority Shareholders by no later than March 31, 2017. The Company determined at the date of the acquisition that these contingencies would be waived. The Company intends to complete compulsory acquisition proceedings under Swedish law to purchase the remaining shares of Allenex. On June 8, 2016, the Company delisted Allenex’s common stock from Nasdaq Stockholm. See Note 5 for more detail about the Allenex acquisition. On April 14, 2016, the Company completed the sale of 591,860 units (“Units”) to certain accredited investors (the “Private Placement”) at a purchase price of $23.94 per Unit. Each Unit was comprised of (i) one share of the Company’s common stock, (ii) five shares of Series A Mandatorily Convertible Preferred Stock (“Series A Preferred”), and (iii) three warrants, each to purchase one share of the Company’s common stock. The aggregate gross proceeds to the Company from the Private Placement were approximately $14.2 million. Concurrently, the Company also entered into commitment letters (the “Commitment Letters”) pursuant to which the Majority Shareholders purchased the Company’s equity securities in the Subsequent Financing. The Company made payments of approximately $1.1 million and $97,000 in placement fees and other offering expenses, respectively, to placement agents in connection with the sale of the 591,860 Units in the Private Placement. Following the closing of the Private Placement, the Company agreed to a number of requirements, including submitting the Private Placement to the Company’s stockholders for approval pursuant to the rules of The NASDAQ Stock Market LLC (the “Requisite Stockholder Approval”), which was obtained on June 16, 2016, and granting certain registration rights, including the registration of shares sold in the Private Placement on a registration statement on Form S-3. Upon obtaining the Requisite Stockholder Approval on June 16, 2016, each share of Series A Preferred was converted into one share of the Company’s common stock. On May 27, 2016, the Company filed a registration statement on Form S-3 (the “2016 Form S-3”) with the Securities and Exchange Commission (the “SEC”) to register for resale the shares of common stock issued or issuable upon conversion of the Series A Preferred and upon exercise of the warrants sold in the Private Placement. The 2016 Form S-3 was declared effective by the SEC on July 12, 2016. On June 15, 2016, the Company completed the Subsequent Financing for the sale of an additional 334,169 Units to the Majority Shareholders. The aggregate gross proceeds to the Company from the Subsequent Financing were $8.0 million. Securities issued in the Subsequent Financing were issued and sold at the same price and upon substantially the same terms as the Units issued in the Private Placement. See Note 12 for more detail about the Private Placement and Subsequent Financing. On September 26, 2016, the Company completed an underwritten public offering pursuant to which the Company issued and sold an aggregate of 2,250,000 shares of common stock at a public offering price of $4.00 per share (the “Public Offering”). The aggregate gross proceeds were $9.0 million, and $7.8 million net of issuance costs. The Company will require additional financing and/or refinancing of its current debt obligations to fund working capital, repay debt and pay its obligations. The Company may pursue financing and refinancing opportunities in both the private and public debt and equity markets through sales of debt or equity securities. Additional financing might include one or more offerings and one or more of a combination of discounted or at-the-market common stock, securities convertible into or exchangeable for shares of common stock, warrants or other rights to purchase or acquire common stock. Due to insufficient working capital in Allenex, a debt covenant in the Company’s Term Loan Facility Agreement (the “Term Loan Facility”) with Danske Bank A/S (“Danske”) relating to maintaining an adequate leverage ratio was violated at each of June 30, 2016 and September 30, 2016. The Company obtained waivers from Danske On June 10, 2016, CMS announced its proposed gapfill pricing from the MACs (“Medicare Administrative Carriers”) for patients covered by Medicare, which initially proposed that reimbursement for AlloMap be reduced from the current rate of $2,821 to $732. On September 30, 2016, CMS published a final gapfill reimbursement rate determination from the MACs, under which payment for the AlloMap test would be $1,921. This reimbursement rate, determined by gapfill submissions from the MACs, is open to reconsideration submissions until October 31, 2016. The Company submitted a request for reconsideration of the reimbursement rate determined by the MACs. Given the significant portion of payments to the Company represented by Medicare, any resulting lower test revenue would have a material adverse effect on the Company’s operations and financial condition. Absent additional and sufficient financing, in addition to Danske not demanding repayment of the outstanding debt, the Company will likely exhaust its cash and cash equivalents in the quarter ending March 2017 |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”), and follow the requirements of the SEC for interim reporting. As permitted under those rules, certain footnotes or other financial information that are normally required by U.S. GAAP can be condensed or omitted. These financial statements have been prepared on the same basis as the Company’s annual financial statements and, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments that are necessary for a fair statement of the Company’s financial information. The condensed consolidated balance sheet as of December 31, 2015 has been derived from audited financial statements as of that date but does not include all of the financial information required by U.S. GAAP for complete financial statements. Operating results for the three and nine months ended September 30, 2016 are not necessarily indicative of the results that may be expected for the year ending December 31, 2016. The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiaries. Intercompany transactions have been eliminated. Since the Company owns less than 100% of the shares of Allenex, the Company records net loss attributable to noncontrolling interest in its condensed consolidated statements of operations equal to the percentage of the economic or ownership interest retained in such entities by the respective noncontrolling parties. |
Use of Estimates | Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses in the unaudited condensed consolidated financial statements and accompanying notes. On an ongoing basis, management evaluates its estimates, including those related to (i) revenue recognition, (ii) the differences between amounts billed and estimated receipts from payers, (iii) the determination of the accruals for clinical studies, (iv) the determination of refunds to be requested by third-party payers, (v) the fair value of assets and liabilities, (vi) inventory valuation, (vii) the valuation of warrants, Series A Preferred, and common stock issued in the Private Placement and Subsequent Financing, (viii) the fair value of contingent consideration in a business acquisition, (ix) the fair value of embedded derivatives, (x) measurement of stock-based compensation expense, (xi) the determination of the valuation allowance and estimated tax benefit associated with deferred tax assets and net deferred tax liability, (xii) any impairment of long-lived assets, including in-process technology and goodwill, and (xiii) legal contingencies. Actual results could differ from those estimates. |
Concentrations of Credit Risk and Other Risks and Uncertainties | Concentrations of Credit Risk and Other Risks and Uncertainties Financial instruments that potentially subject the Company to credit risk consist of cash and cash equivalents and accounts receivable. The Company’s policy is to invest its cash and cash equivalents in money market funds, obligations of U.S. government agencies and government-sponsored entities, commercial paper, and various bank deposit accounts. As of September 30, 2016, these financial instruments were held in Company accounts at eight financial institutions. The counterparties to the agreements relating to the Company’s investments consist of financial institutions of high credit standing. The Company is exposed to credit risk in the event of default by the financial institutions to the extent of amounts recorded on the balance sheets which may be in excess of insured limits. The Company is also subject to credit risk from its accounts receivable which are derived from revenue earned from AlloMap tests provided for patients located primarily in the U.S. and billed to various third-party payers, and sales of Olerup SSP products to distributors, strategic partners and end customers in Europe, Middle East and Africa, the U.S., and Latin America and other. The Company has not experienced any significant credit losses and does not generally require collateral on receivables. |
Cash Equivalents | Cash Equivalents Cash equivalents consist of short-term, highly liquid investments with original maturities of three months or less from the date of purchase. Cash equivalents consist primarily of amounts invested in money market funds. |
Purchased Intangible Assets | Purchased Intangible Assets Amortizable intangible assets include customer relationships, developed technology, trademarks, contracts and in-process research and development (“IPR&D”) identified intangible assets acquired as part of a business combination. Intangible assets subject to amortization are amortized over their estimated useful lives. Acquired intangible assets with indefinite useful lives are related to IPR&D projects and are measured at their respective fair values as of the acquisition date. The Company does not amortize intangible assets with indefinite useful lives. Intangible assets related to IPR&D projects are considered to be indefinite-lived until the completion or abandonment of the associated research and development efforts. If and when development is complete, which generally occurs if and when regulatory approval to market a product is obtained, the associated assets would be deemed finite-lived and would then be amortized based on their respective estimated useful lives at that point in time. The Company tests IPR&D for impairment on an annual basis and in between annual tests if it becomes aware of events or changes that would indicate that it is more likely than not that the fair value of the assets is below their carrying amounts. The IPR&D annual impairment test is performed as of December 1 of each fiscal year. If the fair value exceeds the carrying value, then there is no impairment. Impairment losses on indefinite-lived intangible assets are recognized based solely on a comparison of the fair value of an asset to its carrying value, without consideration of any recoverability test. The Company has not identified any such impairment losses to date. |
Impairment of Long-lived Assets | Impairment of Long-lived Assets The Company evaluates its long-lived assets for indicators of possible impairment when events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. The Company recognizes an impairment loss when the total estimated future undiscounted cash flows expected to result from the use of the asset and its eventual disposition are less than its carrying amount. Should an impairment exist, the impairment loss would be measured based on the excess carrying value of the asset over the asset’s fair value determined using discounted estimates of future cash flows. The Company has not identified any such impairment losses to date. |
Goodwill | Goodwill Goodwill represents the excess of the cost of an acquisition over the sum of the amounts assigned to tangible and identifiable intangible assets acquired, less liabilities assumed. Goodwill is not subject to amortization, but is tested for impairment on an annual basis and whenever events or changes in circumstances indicate the carrying amount of these assets may not be recoverable. The Company has determined that it operates in two reportable segments associated with the delivery of diagnostic tests and the development and commercialization of diagnostic products. In the event the Company determines that it is more likely than not that the carrying value of a reporting unit is higher than its fair value, quantitative testing is performed comparing recorded values to estimated fair values. If impairment is present, it is measured as the excess of recorded goodwill over its implied fair value. The Company performs its annual evaluation of goodwill on December 1 of each fiscal year. There have been no impairments recorded to date. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining fair value, the Company considers the principal or most advantageous market in which the Company would transact, and it takes into consideration the assumptions that market participants would use when pricing the asset or liability. The Company’s assessment of the significance of a particular input to the fair value measurement of an asset or liability requires management to make judgments and to consider specific characteristics of that asset or liability. The carrying amounts of certain of the Company’s financial instruments, including cash equivalents, accounts receivable, accounts payable, and accrued liabilities, approximate fair value due to their short maturities. |
Testing Revenue | Testing Revenue The Company recognizes revenues for tests delivered when the following criteria are met: (i) persuasive evidence that an arrangement exists; (ii) delivery has occurred or services rendered; (iii) the fee is fixed or determinable; and (iv) collectability is reasonably assured. For testing revenue, the first criterion is satisfied when a third-party payer makes a coverage decision or enters into a contractual arrangement with the Company for the test. The second criterion is satisfied when the Company performs the test and delivers the test result to the ordering physician. The third criterion is satisfied if the third-party payer’s coverage decision or reimbursement contract specifies a price for the test. The fourth criterion is satisfied based on management’s judgments regarding the collectability of the fees charged under the arrangement. Such judgments include review of past payment history. AlloMap testing may be considered investigational by some payers and not covered under their reimbursement policies. Others may cover the test, but not pay a set or determinable amount. As a result, in the absence of a reimbursement agreement or sufficient payment history, collectability cannot reasonably be assured so revenue is not recognized at the time the test is delivered. If all of the criteria set forth above are met, revenue is recognized. When the first, third or fourth criteria are not met but third-party payers make a non-refundable payment to the Company for tests performed, the Company recognizes revenue on the cash basis in the period in which the payment is received. Revenue for tests performed is recognized on the accrual basis net of adjustments for differences between amounts billed and the estimated receipts from payers. The amount the Company expects to collect may be lower than the agreed upon amount due to several factors, such as the amount of patient co-payments, the existence of secondary payers and claim denials. Estimated receipts are based upon historical payment practices of payers. Differences between estimated and actual cash receipts are recorded as an adjustment to revenue, which have been immaterial to date. During the three and nine months ended September 30, 2016, the Company changed its method of revenue recognition from one and three of its payers, respectively, from the cash basis to the accrual basis based on its consistent history of obtaining timely reimbursement from such payers. The Company also changed its method of revenue recognition from the cash basis to the accrual basis with respect to one and four of its payers, respectively, during the three and nine months ended September 30, 2015 based on the Company’s consistent history of obtaining timely reimbursement from such payers. The impact of this change in accounting estimate was to increase revenues by $0.1 million and $0.4 million for the three and nine months ended September 30, 2016, respectively, and to reduce net loss per share by less than one cent and $0.02 for the three and nine months ended September 30, 2016, respectively. For the three and nine months ended September 30, 2015, the impact of this change in accounting estimate was to increase revenues by $0.1 million and $0.2 million, respectively, and to reduce net loss per share by less than one cent for each of the three and nine months ended September 30, 2015. |
Product Revenue | Product Revenue Product revenue is recognized from the sale of products to end-users, distributors and strategic partners when persuasive evidence of an arrangement exists, the product is complete and tested and has been shipped or delivered, as required to transfer title and risk of loss, the sales price is fixed and determinable, collection of the resulting receivable is reasonably assured, there are no material contingencies and the Company does not have significant obligations for future performance. When collectability is not reasonably assured, the Company defers the revenue until the cash is received. Provisions for estimated future product returns and allowances are recorded in the period of the sale based on the historical and anticipated future rate of returns. Revenue is recorded net of any discounts given to the buyer. |
Collaboration, License and Other Revenue | Collaboration, License and Other Revenue The Company has generated revenue from collaboration and license agreements. Collaboration and license agreements may include non-refundable upfront payments, partial or complete reimbursement of research and development costs, contingent payments based on the occurrence of specified events under the agreements, license fees and royalties on sales of products or product candidates if they are successfully commercialized. The Company’s performance obligations under its collaborations may include the transfer of intellectual property rights in the form of licenses, obligations to provide research and development services and obligations to participate on certain development committees with the collaboration partners. The Company makes judgments that affect the periods over which it recognizes revenue. The Company periodically reviews its estimated periods of performance based on the progress under each arrangement and accounts for the impact of any change in estimated periods of performance on a prospective basis. The Company recognizes contingent consideration received from the achievement of a substantive milestone in its entirety in the period in which the milestone is achieved, which the Company believes is consistent with the substance of its performance under its various license and collaboration agreements. The Company did not recognize any revenue connected with milestones during the three and nine months ended September 30, 2016 and 2015. |
Cost of Testing and Product | Cost of Testing Cost of testing reflects the aggregate costs incurred in delivering the Company’s AlloMap test results to clinicians. The components of cost of testing are materials and service costs, direct labor costs, including stock-based compensation, equipment and infrastructure expenses associated with testing samples on-site, logistics and specimen processing charges to collect and transport samples and allocated overhead including rent, information technology, equipment depreciation, utilities and royalties. Costs associated with performing tests (except royalties) are recorded as the test is processed regardless of whether and when the testing revenue is recognized with respect to that test. As a result, the Company’s cost of testing as a percentage of revenue may vary significantly from period to period because the Company does not recognize all revenue in the period in which the associated costs are incurred. Royalties for licensed technology, calculated as a percentage of test revenues, are recorded as license fees in cost of testing at the time the test revenues are recognized. Cost of Product Cost of product reflects the aggregate costs incurred in delivering the Company’s products to customers. The components of cost of product are materials costs, manufacturing and kit assembly costs, direct labor costs, including equipment and infrastructure expenses associated with preparing kitted products for shipment, shipping, and allocated overhead including rent, information technology, equipment depreciation, and utilities. Cost of product also includes amortization of acquired developed technology and adjustments to inventory values, including write-down of impaired, slow moving or obsolete inventory. |
Business Combinations | Business Combinations The Company determines and allocates the purchase price of an acquired business to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values as of the business combination date, including identifiable intangible assets which either arise from a contractual or legal right or are separable from goodwill. The Company bases the estimated fair value of identifiable intangible assets acquired in a business combination on independent valuations that use information and assumptions provided by management, which consider management’s best estimates of inputs and assumptions that a market participant would use. The Company allocates any excess purchase price over the estimated fair value assigned to the net tangible and identifiable intangible assets acquired and liabilities assumed to goodwill. The use of alternative valuation assumptions, including estimated revenue projections, growth rates, royalty rates, cash flows, discount rates, estimated useful lives and probabilities surrounding the achievement of contingent milestones could result in different purchase price allocations and amortization expense in current and future periods. In those circumstances where an acquisition involves a contingent consideration arrangement that meets the definition of a liability under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 480, Distinguishing Liabilities from Equity Transaction costs associated with acquisitions are expensed as incurred in general and administrative expenses. Results of operations and cash flows of acquired companies are included in the Company’s operating results from the date of acquisition. |
Stock-based Compensation | Stock-based Compensation The Company uses the Black-Scholes Model, which requires the use of estimates such as stock price volatility and expected option lives, to value employee stock options. The Company estimates the expected option lives using historical data, volatility using its own historical stock prices and stock prices of peer companies in the diagnostics industry, risk-free rates using the implied yield currently available in the U.S. Treasury zero-coupon issues with a remaining term equal to the expected option lives, and dividend yield using the Company’s expectations and historical data. The fair value of each restricted stock unit is calculated based upon the closing price of the Company’s common stock on the date of the grant. The Company uses the straight-line attribution method for recognizing compensation expense. Compensation expense is recognized on awards ultimately expected to vest and reduced for forfeitures that are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Forfeitures are estimated based on the Company’s historical experience. Compensation expense for stock options issued to nonemployees is calculated using the Black-Scholes Model and is recorded over the service performance period. Options subject to vesting are required to be periodically remeasured over their service performance period, which is generally the same as the vesting period. |
Warrants | Warrants On April 14, 2016 and June 15, 2016, the Company completed the Private Placement and Subsequent Financing, respectively (as described in Note 13), which included the issuance of freestanding warrants to certain accredited investors and placement agents to purchase shares of the Company’s common stock. The exercisability of the warrants was contingent upon the receipt of the Requisite Stockholder Approval, which occurred on June 16, 2016. The freestanding warrants issued pursuant to the Private Placement and Subsequent Financing are contingently redeemable and classified as liabilities on the condensed consolidated balance sheet and recorded at their estimated fair value. The warrants were remeasured on September 30, 2016 and will be remeasured at each subsequent balance sheet date with changes recorded in change in estimated fair value of common stock warrant liability on the condensed consolidated statements of operations. |
Foreign Currency Translation | Foreign Currency Translation The functional currency of the Company’s foreign subsidiaries is the local currency for each entity, including the Swedish Krona and the Euro. The revenue and expenses of such subsidiaries have been translated into U.S. dollars at average exchange rates prevailing during the period. Assets and liabilities have been translated at the rates of exchange on the balance sheet date. The resulting cumulative translation adjustments are reported in other comprehensive loss. Foreign currency transaction gains and losses are recognized in current operations. |
Comprehensive Loss | Comprehensive Loss Comprehensive loss consists of net loss and other gains and losses affecting stockholders’ equity that, under U.S. GAAP, are excluded from net income or loss. For the Company, such items consist of foreign currency translation losses. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-15, Presentation of Financial Statements―Going Concern (Subtopic 205-40), Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern In April 2015, the FASB issued ASU No. 2015-05, Intangibles—Goodwill and Other—Internal Use Software (Subtopic 350-40). This updated standard provides guidance to customers about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, then the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. An entity can elect to adopt the amendments either (i) prospectively to all arrangements entered into or materially modified after the effective date or (ii) retrospectively. For prospective transition, the only disclosure requirements at transition are the nature of and reason for the change in accounting principle, the transition method, and a qualitative description of the financial statement line items affected by the change. For retrospective transition, the disclosure requirements at transition include the requirements for prospective transition and quantitative information about the effects of the accounting change. The Company adopted this guidance as of January 1, 2016 as required using the prospective method. There have been no new or existing arrangements that were materially modified following the date of adoption. In November 2015, the FASB issued ASU No. 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes, which simplifies the presentation of deferred income taxes by requiring deferred tax assets and liabilities be classified as noncurrent on the balance sheet. The guidance is effective for the Company beginning on January 1, 2017 with early adoption permitted as of the beginning of any interim or annual reporting period, and it may be applied either (i) prospectively to all deferred tax assets and liabilities, or (ii) retrospectively to all periods presented. If an entity applies the guidance prospectively, the entity should disclose in the first interim and first annual period of change, the nature of and reason for the change in accounting principle and a statement that prior periods were not retrospectively adjusted. If an entity applies the guidance retrospectively, the entity is required to disclose in the first interim and first annual period of change, the nature of and reason for the change in accounting principle and quantitative information about the effects of the accounting change on prior periods. The Company adopted this guidance early as of January 1, 2016 prospectively, which required its deferred tax assets and liabilities to be reclassified from other current assets and liabilities to their respective noncurrent categories on its condensed balance sheets. As of September 30, 2016, the Company had a net noncurrent deferred tax liability of approximately $6.9 million attributable to the acquisition of Allenex. The adoption of this guidance did not result in any material impact on the Company’s condensed financial statements. In February 2016, the FASB issued ASU No. 2016-02, Leases In March 2016, the FASB issued ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting (Topic 718), to simplify various aspects of share-based payment accounting and presentation. The new standard requires entities to record all of the tax effects related to share-based payments at settlement (or expiration) through the income statement. This will require the Company to reclassify tax benefits in excess of compensation cost (“windfalls”) and tax deficiencies (“shortfalls”) to the extent of previous windfalls from Capital in excess of par value Provision for income tax expense In April 2016, the FASB issued ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing . Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) Revenue from Contracts with Customers (Topic 606) , In August 2016, the FASB issued ASU No. 2016-15, Classification of Certain Cash Receipts and Cash Payments |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Net Loss Per Share | The following tables set forth the computation of the Company’s basic and diluted net loss per share (in thousands, except shares and per share data): Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Numerator: Net loss attributable to CareDx, Inc. used to compute basic net loss per share $ (3,764 ) $ (3,489 ) $ (23,989 ) $ (8,945 ) Less: Gain on private placement warrants (1,386 ) — — — Net loss attributable to CareDx, Inc. used to compute diluted net loss per share $ (5,150 ) $ (3,489 ) $ (23,989 ) $ (8,945 ) Denominator: Weighted-average shares used to compute basic net loss per share attributable to CareDx, Inc. 19,098,626 11,890,057 14,894,218 11,846,921 Add: Private placement warrant shares 382,798 — — — Weighted-average shares used to compute diluted net loss per share attributable to CareDx, Inc. 19,481,424 11,890,057 14,894,218 11,846,921 Net loss per share attributable to CareDx, Inc.: Basic $ (0.20 ) $ (0.29 ) $ (1.61 ) $ (0.76 ) Diluted $ (0.26 ) $ (0.29 ) $ (1.61 ) $ (0.76 ) |
Potentially Dilutive Securities Excluded from Diluted Net Loss Per Share | The following potentially dilutive securities have been excluded from diluted net loss per share, because their effect would be antidilutive: Three Months Ended September 30, Nine Months Ended September 2016 2015 2016 2015 Shares of common stock subject to outstanding options 1,851,232 1,510,479 1,851,232 1,510,479 Shares of common stock subject to outstanding common stock warrants 283,415 301,069 3,261,502 301,069 Restricted stock units 314,115 110,300 314,115 110,300 Total common stock equivalents 2,448,762 1,921,848 5,426,849 1,921,848 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis | The following table sets forth the Company’s financial assets and liabilities measured at fair value on a recurring basis (in thousands): September 30, 2016 Fair Value Measured Using (Level 1) (Level 2) (Level 3) Total Balance Assets Money market funds $ 19,039 $ — $ — $ 19,039 Liabilities Contingent consideration $ — $ — $ 526 $ 526 Warrants to purchase common stock — — 6,736 6,736 Total liabilities $ — $ — $ 7,262 $ 7,262 December 31, 2015 Fair Value Measured Using (Level 1) (Level 2) (Level 3) Total Balance Assets Money market funds $ 28,774 $ — $ — $ 28,774 Liabilities Contingent consideration $ — $ — $ 948 $ 948 |
Summary of Issuances, Changes in Fair Value and Reclassifications of Level 3 Financial Instruments | The following table presents the issuances, changes in fair value and reclassifications of the Company’s Level 3 financial instruments that are measured at fair value on a recurring basis (in thousands): (Level 3) Contingent Consideration Liability Warrants to Purchase Common Total Balance as of December 31, 2015 $ 948 — $ 948 Warrants issued in conjunction with Private Placement and Subsequent Financing on April 14, 2016 and June 15, 2016, respectively, and Placement Agent Warrants — 4,957 4,957 Change in estimated fair value (422 ) 1,779 1,357 Balance as of September 30, 2016 $ 526 $ 6,736 $ 7,262 |
Business Combination (Tables)
Business Combination (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Business Combinations [Abstract] | |
Schedule of Preliminary Fair Values of Assets Acquired and Liabilities Assumed | The preliminary fair values of the assets acquired and liabilities assumed are as follows (in thousands): Total Cash $ 596 Accounts receivable 1,608 Prepaid and other assets 1,092 Inventory 9,636 Property, plant and equipment 1,057 Intangible assets 31,560 Goodwill 16,940 Deferred tax liability (8,505 ) Assumed liabilities (19,910 ) Total preliminary acquisition consideration $ 34,074 |
Schedule of Noncontrolling Interests | Noncontrolling interest as of September 30, 2016 was as follows (in thousands): September 30, 2016 Beginning noncontrolling interest $ — Noncontrolling interest investment 634 Foreign currency effect (2 ) Loss attributable to noncontrolling interest (58 ) Ending noncontrolling interest $ 574 |
Summary of Identified Intangible Assets Acquired at Acquisition Date | The following table presents details of the identified intangible assets acquired at the acquisition date (in thousands): Estimated Fair Estimated Life (Years) Customer relationships $ 12,650 15 Developed technology 11,650 10 Acquired in-process technology 4,510 15 Trademarks 2,260 15 Acquired contracts 490 2 Total $ 31,560 |
Schedule of Pro Forma Results of Operations | The following table presents pro forma results of operations and gives effect to the Allenex transaction as if the transaction had been consummated on January 1, 2015. The unaudited pro forma results of operations have been prepared for comparative purposes only and are not necessarily indicative of what would have occurred had the business combination been completed at the beginning of the period or of the results that may occur in the future. Furthermore, the pro forma financial information does not reflect the impact of any reorganization or operating efficiencies resulting from combining the two companies (in thousands). Three Nine Months Ended September 30, 2016 2015 2016 2015 Revenue: Testing revenue $ 8,613 7,007 22,310 21,147 Product revenue 3,754 3,806 11,642 11,867 Other revenue 108 237 396 593 Total revenue $ 12,475 11,050 34,348 33,607 Net loss $ (2,491 ) (4,563 ) (17,597 ) (13,091 ) |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Summary of Goodwill | The following table presents details of the Company’s goodwill for the nine months ended September 30, 2016 (in thousands): CareDx Allenex Total Balance as of December 31, 2015 $ 12,005 $ — $ 12,005 Goodwill acquired — 16,940 16,940 Foreign currency translation adjustments — (898 ) (898 ) Balance as of September 30, 2016 $ 12,005 $ 16,042 28,047 |
Summary of Intangible Assets | The following tables present details of the Company’s intangible assets as of September 30, 2016 (in thousands): September 30, 2016 Gross Carrying Amount Accumulated Amortization Foreign Currency Translation Net Amount Weighted Average Remaining Useful (In Intangible assets with finite lives: Customer relationships $ 12,650 $ (377 ) $ (678 ) $ 11,595 14.3 Developed technology 11,650 (526 ) (623 ) 10,501 9.3 Acquired technology – QTYPE (a) 4,510 — (241 ) 4,269 14.3 Trademarks 2,260 (107 ) (121 ) 2,032 14.3 Acquired contracts 490 (67 ) (26 ) 397 1.5 Total intangible assets with finite lives 31,560 (1,077 ) (1,689 ) 28,794 Acquired in-process technology ― 6,650 — — 6,650 — Total intangible assets $ 38,210 $ (1,077 ) $ (1,689 ) $ 35,444 (a) QTYPE was initially classified as acquired in-process technology on acquisition of Allenex on April 14, 2016, but reclassified as an intangible asset with a finite life when QTYPE was commercially launched at the end of September 2016. |
Summary of Estimated Future Amortization Expense of Intangible Assets | The following table summarizes the Company’s estimated future amortization expense of intangible assets with finite lives as of September 30, 2016 (in thousands): Years Ending December 31, Cost of Product Sales and Marketing Total Remainder of 2016 $ 416 $ 240 $ 656 2017 1,666 959 2,625 2018 1,502 959 2,461 2019 1,435 959 2,394 2020 1,435 959 2,394 2021 1,435 959 2,394 Thereafter 7,237 8,633 15,870 Total future amortization expense $ 15,126 $ 13,668 $ 28,794 |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Inventory Disclosure [Abstract] | |
Summary of Inventories | The following table summarizes the Company’s inventories (in thousands): September December Finished goods $ 6,244 $ 237 Raw materials 1,200 529 Total inventory $ 7,444 $ 766 |
Accrued and Other Liabilities (
Accrued and Other Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Payables And Accruals [Abstract] | |
Components of Accrued and Other Liabilities | The following table represents the components of accrued and other liabilities (in thousands): September 30, December Debt financing fees $ 1,384 $ — Common stock issuance costs 333 — Transaction related fees 685 589 Software implementation costs 302 — Accrued interest payable on debt 832 — Tax, audit and compliance related fees 662 89 Test sample processing fees 490 426 Accrued overpayments and refunds 293 163 Clinical studies 1,196 756 Accrued inventory payable 324 — Deferred rent – current portion 300 258 Capital leases – current portion 175 71 Other accrued expenses 1,228 540 Total accrued and other liabilities $ 8,204 $ 2,892 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Commitments And Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Lease Payments Due Under Operating Leases | As of September 30, 2016, future minimum lease payments due under operating leases were as follows (in thousands): Years Ending December 31, Amount Remainder of 2016 $ 507 2017 2,044 2018 2,017 2019 2,003 2020 1,964 2021 and thereafter — Total future minimum lease payments $ 8,535 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Transfers And Servicing [Abstract] | |
Schedule of Future Debt Maturities | As of September 30, 2016, future debt maturities were as follows (in thousands): Years Ending December 31, Amount Remainder of 2016 $ 12,662 2017 6,984 2018 6,984 Total debt maturities 26,630 Less: debt discount and issuance costs (232 ) Total debt maturities, net of debt discount and issuance costs 26,398 Less: current portion of long-term debt (17,902 ) Long-term debt, net carrying value $ 8,496 |
Warrants (Tables)
Warrants (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Common Stock [Member] | |
Class Of Warrant Or Right [Line Items] | |
Components of Warrants Outstanding | As of September 30, 2016, outstanding warrants to purchase Common Stock were: Original Term Exercise Price Number of Shares Underlying Warrants Original issue date: November 2006 10 years $ 31.72 1,576 February 2008 10 years $ 35.07 22,792 August 2009 10 years $ 21.78 33,473 July 2010 9 years $ 21.78 6,694 December 2010 7 years $ 21.78 17,215 August 2012 7 years $ 21.78 167,182 January 2015 5 years $ 6.96 34,483 April 2016 (a) 7 years $ 4.00 1,775,580 April 2016 (b) 5 years $ 3.99 200,000 June 2016 (c) 7 years $ 4.00 1,002,507 3,261,502 ( a ) Issued on April 14, 2016 in connection with the Private Placement to certain accredited investors. The exercise price was reset from $4.98 to $4.00 as a result of the Public Offering that closed on September 26, 2016. In accordance with the anti-dilution provisions, the exercise price of the warrants issued in connection with the Private Placement reset from $4.98 per share to $4.00 per share, which was the price paid by investors in the Public Offering, which closed on September 26, 2016. ( b ) Issued on April 14, 2016 in connection with the Private Placement to placement agents. ( c ) Issued on June 15, 2016 in connection with the Subsequent Financing. The exercise price was reset from $4.98 to $4.00 as a result of the Public Offering that closed on September 26, 2016. In accordance with the anti-dilution provisions, the exercise price of the warrants issued in connection with the Subsequent Financing reset from $4.98 per share to $4.00 per share, which was the price paid by investors in the Public Offering, which closed on September 26, 2016. |
Stock Incentive Plans (Tables)
Stock Incentive Plans (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Option Activity and Related Information | The following table summarizes option activity and related information: Shares Underlying Stock Options Outstanding Weighted- average Exercise Price Balance—December 31, 2015 1,577,317 $ 6.87 Granted 558,170 5.00 Exercised (2,770 ) 3.14 Forfeited (215,087 ) 6.90 Expired (66,398 ) 9.87 Balance—September 30, 2016 1,851,232 6.20 |
Summary of Options Outstanding and Exercisable Vested or Expected to Vest | Options outstanding that have vested or are expected to vest as of September 30, 2016 are as follows: Number of Shares Weighted Exercise Price Weighted Aggregate Intrinsic (In Vested 952,608 $ 5.99 6.54 $ 678 Expected to vest 767,518 6.42 8.87 7 Total 1,720,126 6.18 7.58 $ 685 |
Summary of Unvested RSU Activity | Unvested RSU activity for the nine months ended September 30, 2016 is summarized below: Number of Shares Weighted- Average Grant Date Fair Value Unvested balance—December 31, 2015 106,200 $ 6.49 Granted 287,900 5.50 Vested (26,550 ) 6.49 Forfeited (53,485 ) 5.88 Unvested balance—September 30, 2016 314,065 5.69 |
Summary of Shares Available for Grant | The following table summarizes shares available for grant under the 2014 Plan and the Inducement Plan: Shares Available for Grant Balance—December 31, 2015 404,692 Additional shares authorized for options and RSUs 498,075 Options granted (558,170 ) Options forfeited 215,087 Options expired 66,398 RSUs granted (287,900 ) RSUs forfeited 53,485 Balance—September 30, 2016 391,667 |
Weighted-Average Assumptions Used to Estimated Fair Value of Share-Based Awards | The estimated fair values of employee stock options and ESPP shares were estimated using the Black-Scholes option-pricing model based on the following weighted-average assumptions: Three Months Ended September Nine Months Ended September 2016 2015 2016 2015 Employee stock options Expected term (in years) 5.5 6.0 5.9 6.0 Expected volatility 46.27 % 39.10 % 41.80 % 40.74 % Risk-free interest rate 1.20 % 1.90 % 1.52 % 1.87 % Expected dividend yield — % — % — % — % Employee stock purchase plan Expected term (in years) 0.5 0.5 0.5 0.5 Expected volatility 54.48 % 39.10 % 61.18 % 35.61 % Risk-free interest rate 0.37 % 0.11 % 0.45 % 0.11 % Expected dividend yield — % — % — % — % |
Summary of Expense Relating to Employee and Nonemployee Stock-Based Payment Awards from Stock Options and RSUs | The following table summarizes stock-based compensation expense relating to employee and nonemployee stock options, RSUs and ESPP shares for the three and nine months ended September 30, 2016 and 2015, included in the statements of operations as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 2016 2015 2016 2015 Cost of testing $ 38 $ 22 $ 105 $ 91 Research and development 109 79 321 215 Sales and marketing 47 37 118 93 General and administrative 336 198 967 629 Total $ 530 $ 336 $ 1,511 $ 1,028 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Segment Reporting [Abstract] | |
Operating Results of Reportable Segments | The following table summarizes the operating results of the Company’s reportable segments (in thousands): Three Nine Months Ended September 30, 2016 2015 2016 2015 Total segments Net revenues $ 12,475 $ 7,151 $ 29,771 $ 21,496 Operating loss (4,933 ) (3,193 ) (18,471 ) (7,469 ) Depreciation and amortization 1,068 217 2,172 575 CareDx Net revenues $ 8,721 $ 7,151 $ 22,543 $ 21,496 Operating loss (2,910 ) (3,193 ) (14,724 ) (7,469 ) Depreciation and amortization 301 217 861 575 Olerup Net revenues $ 3,754 $ — $ 7,228 $ — Operating loss (2,023 ) — (3,747 ) — Depreciation and amortization 767 — 1,311 — September December Assets: CareDx $ 47,455 $ 55,638 Olerup 54,637 — Total assets $ 102,092 $ 55,638 |
Reportable Revenues by Geographic Regions | Revenues by geographic regions are based upon the customers’ ship-to address or headquarters location. The following table summarizes reportable revenues by geographic regions (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Revenues: United States $ 10,007 $ 7,151 $ 26,149 $ 21,496 Europe, Middle East and Africa 2,313 — 3,168 — Latin America and Canada 155 — 454 — Total $ 12,475 $ 7,151 $ 29,771 $ 21,496 |
Long-Lived Assets Consisting of Property and Equipment, Net by Geographic Regions | The following table summarizes long-lived assets, consisting of property and equipment, net, by geographic regions (in thousands): September December Long-lived assets: United States $ 2,184 $ 2,425 Europe 1,121 — Total $ 3,305 $ 2,425 |
Organization and Description 36
Organization and Description of Business - Additional Information (Detail) | Mar. 31, 2017USD ($) | Jan. 01, 2017USD ($) | Sep. 26, 2016USD ($)$ / sharesshares | Jun. 15, 2016USD ($)shares | Jun. 10, 2016USD ($) | Apr. 14, 2016USD ($)Employee$ / sharesshares | Sep. 30, 2016USD ($)SegmentContractor | Sep. 30, 2015USD ($) | Jun. 16, 2016shares | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) |
Schedule of Capitalization, Equity [Line Items] | |||||||||||
Number of reportable segments | Segment | 2 | ||||||||||
Cash and cash equivalents | $ 22,265,000 | $ 33,954,000 | $ 29,888,000 | $ 36,431,000 | |||||||
Debt outstanding under debt and capital lease obligations | 26,800,000 | ||||||||||
Accumulated deficit | 197,071,000 | $ 173,082,000 | |||||||||
Business acquisition deferred payment consideration | 5,700,000 | 0 | |||||||||
Proceeds from issuance of private placement offer | 20,625,000 | 0 | |||||||||
Net proceeds from common stock shares issued at public offering | 8,293,000 | $ 0 | |||||||||
Medicare [Member] | |||||||||||
Schedule of Capitalization, Equity [Line Items] | |||||||||||
Reimbursement revenue | $ 2,821 | ||||||||||
Reimbursement of final clinical lab fee | $ 1,921 | ||||||||||
Number of Medicare administrative contractors | Contractor | 8 | ||||||||||
Scenario Forecast [Member] | Medicare [Member] | |||||||||||
Schedule of Capitalization, Equity [Line Items] | |||||||||||
Reimbursement revenue | $ 732 | ||||||||||
Series A Preferred Stock | |||||||||||
Schedule of Capitalization, Equity [Line Items] | |||||||||||
Proceeds from issuance of private placement offer | $ 9,300,000 | $ 5,300,000 | |||||||||
Convertible preferred stock shares issued upon conversion | shares | 1 | ||||||||||
Private Placement [Member] | |||||||||||
Schedule of Capitalization, Equity [Line Items] | |||||||||||
Common stock shares issued | shares | 334,169 | 591,860 | |||||||||
Securities purchase agreement private placement units description | On April 14, 2016, the Company completed a Private Placement transaction for the offering of 591,860 Units. Each Unit was comprised of: (i) one share of common stock, (ii) five shares of Series A Preferred, and (iii) three warrants, each to purchase one share of common stock. The purchase price was $23.94 per Unit (the equivalent of $3.99 per share of common stock, assuming conversion of the Series A Preferred). | ||||||||||
Common stock offer price per share | $ / shares | $ 23.94 | ||||||||||
Proceeds from issuance of private placement offer | $ 8,000,000 | $ 14,200,000 | |||||||||
Placement fees | 1,100,000 | ||||||||||
Other offering expenses | $ 97,000 | ||||||||||
Private Placement [Member] | Series A Preferred Stock | |||||||||||
Schedule of Capitalization, Equity [Line Items] | |||||||||||
Convertible preferred stock shares issued upon conversion | shares | 1 | ||||||||||
Underwritten Public Offering [Member] | |||||||||||
Schedule of Capitalization, Equity [Line Items] | |||||||||||
Common stock shares issued | shares | 2,250,000 | ||||||||||
Common stock offer price per share | $ / shares | $ 4 | ||||||||||
Gross proceeds from common stock shares issued at public offering | $ 9,000,000 | ||||||||||
Net proceeds from common stock shares issued at public offering | 7,800,000 | ||||||||||
Allenex [Member] | |||||||||||
Schedule of Capitalization, Equity [Line Items] | |||||||||||
Percentage of share acquired | 98.30% | ||||||||||
Number of employees | Employee | 58 | ||||||||||
Total purchase price combination of cash and common stock | $ 34,100,000 | ||||||||||
Cash distribution to acquire business, gross | $ 26,900,000 | ||||||||||
Common stock, shares issue | shares | 1,375,029 | ||||||||||
Common stock value | $ 7,200,000 | ||||||||||
Business acquisition deferred payment consideration | 5,700,000 | ||||||||||
Escrow deposit | 8,000,000 | ||||||||||
Allenex [Member] | Scenario Forecast [Member] | |||||||||||
Schedule of Capitalization, Equity [Line Items] | |||||||||||
Gross proceeds from common stock shares issued at public offering | $ 20,000,000 | ||||||||||
Allenex [Member] | Underwritten Public Offering [Member] | |||||||||||
Schedule of Capitalization, Equity [Line Items] | |||||||||||
Gross proceeds from common stock shares issued at public offering | $ 9,000,000 | ||||||||||
Majority Shareholder [Member] | Allenex [Member] | |||||||||||
Schedule of Capitalization, Equity [Line Items] | |||||||||||
Escrow deposit | $ 8,000,000 | ||||||||||
Majority Shareholder [Member] | Allenex [Member] | Scenario Forecast [Member] | |||||||||||
Schedule of Capitalization, Equity [Line Items] | |||||||||||
Business acquisition deferred payment consideration | $ 6,200,000 | ||||||||||
Maximum [Member] | Allenex [Member] | |||||||||||
Schedule of Capitalization, Equity [Line Items] | |||||||||||
Business Acquisition Deferred Payment Date | Mar. 31, 2017 |
Summary of Significant Accoun37
Summary of Significant Accounting Policies - Additional Information (Detail) | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||
Sep. 30, 2016USD ($)$ / shares | Sep. 30, 2015USD ($)$ / shares | Sep. 30, 2016USD ($) | Sep. 30, 2016USD ($)Segment$ / shares | Sep. 30, 2015USD ($)$ / shares | |
Summary Of Significant Accounting Policies [Line Items] | |||||
Cash equivalents maturity, description | Cash equivalents consist of short-term, highly liquid investments with original maturities of three months or less from the date of purchase. | ||||
Impairment of Long-lived Assets | $ 0 | ||||
Number of reportable segments | Segment | 2 | ||||
Impairment of goodwill | $ 0 | ||||
Impact on revenue, change in accounting estimate | $ 12,475,000 | $ 7,151,000 | 29,771,000 | $ 21,496,000 | |
Collaboration agreements outstanding | 0 | 0 | 0 | 0 | |
Revenue recognition under milestone method | 0 | 0 | 0 | 0 | |
Noncurrent deferred tax liability, net | 6,896,000 | $ 6,896,000 | 6,896,000 | ||
Change in Accounting Method Accounted for as Change in Estimate [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Impact on revenue, change in accounting estimate | $ 100,000 | $ 100,000 | $ 400,000 | $ 200,000 | |
Impact on loss per share, change in accounting estimate | $ / shares | $ (0.02) | ||||
Impact of change in accounting estimate | The Company also changed its method of revenue recognition from the cash basis to the accrual basis with respect to one and four of its payers, respectively, during the three and nine months ended September 30, 2015 based on the Company’s consistent history of obtaining timely reimbursement from such payers. The impact of this change in accounting estimate was to increase revenues by $0.1 million and $0.4 million for the three and nine months ended September 30, 2016, respectively, and to reduce net loss per share by less than one cent and $0.02 for the three and nine months ended September 30, 2016, respectively. For the three and nine months ended September 30, 2015, the impact of this change in accounting estimate was to increase revenues by $0.1 million and $0.2 million, respectively, and to reduce net loss per share by less than one cent for each of the three and nine months ended September 30, 2015. | ||||
Maximum [Member] | Change in Accounting Method Accounted for as Change in Estimate [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Impact on loss per share, change in accounting estimate | $ / shares | $ (0.01) | $ (0.01) | $ (0.01) | ||
Allenex [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Impact on revenue, change in accounting estimate | 7,200,000 | ||||
Noncurrent deferred tax liability, net | $ 6,900,000 | $ 6,900,000 | $ 6,900,000 | ||
Allenex [Member] | Maximum [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Company ownership percentage | 100.00% | 100.00% | 100.00% |
Summary of Significant Accoun38
Summary of Significant Accounting Policies - Additional Information - Concentration of Credit Risk (Detail) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Services Revenue [Member] | Customer Concentration Risk [Member] | Minimum [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 10.00% | 10.00% | ||
Services Revenue [Member] | Customer Concentration Risk [Member] | Medicare [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 45.00% | 50.00% | ||
Product Revenue [Member] | Customer Concentration Risk [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 30.00% | 24.00% | ||
Accounts Receivable [Member] | Credit Concentration Risk [Member] | Minimum [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 10.00% | 10.00% | ||
Accounts Receivable [Member] | Credit Concentration Risk [Member] | Medicare [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 20.00% | 35.00% | ||
Accounts Receivable [Member] | Credit Concentration Risk [Member] | Aetna [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 21.00% |
Net Loss Per Share - Computatio
Net Loss Per Share - Computation of Basic and Diluted Net Loss Per Share (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Numerator: | ||||
Net loss attributable to CareDx, Inc. used to compute basic net loss per share | $ (3,764) | $ (3,489) | $ (23,989) | $ (8,945) |
Less: Gain on private placement warrants | (1,386) | |||
Net loss attributable to CareDx, Inc. used to compute diluted net loss per share | $ (5,150) | $ (3,489) | $ (23,989) | $ (8,945) |
Denominator: | ||||
Weighted-average shares used to compute basic net loss per share attributable to CareDx, Inc. | 19,098,626 | 11,890,057 | 14,894,218 | 11,846,921 |
Add: Private placement warrant shares | 382,798 | |||
Weighted-average shares used to compute diluted net loss per share attributable to CareDx, Inc. | 19,481,424 | 11,890,057 | 14,894,218 | 11,846,921 |
Net loss per share attributable to CareDx, Inc.: | ||||
Basic | $ (0.20) | $ (0.29) | $ (1.61) | $ (0.76) |
Diluted | $ (0.26) | $ (0.29) | $ (1.61) | $ (0.76) |
Net Loss Per Share - Potentiall
Net Loss Per Share - Potentially Dilutive Securities Excluded from Diluted Net Loss Per Share (Detail) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potential dilutive securities excluded from diluted net loss per share attributable to common stockholders, Total | 2,448,762 | 1,921,848 | 5,426,849 | 1,921,848 |
Shares of common stock subject to outstanding options [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potential dilutive securities excluded from diluted net loss per share attributable to common stockholders, Total | 1,851,232 | 1,510,479 | 1,851,232 | 1,510,479 |
Shares of common stock subject to outstanding common stock warrants [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potential dilutive securities excluded from diluted net loss per share attributable to common stockholders, Total | 283,415 | 301,069 | 3,261,502 | 301,069 |
Restricted Stock Units (RSUs) [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potential dilutive securities excluded from diluted net loss per share attributable to common stockholders, Total | 314,115 | 110,300 | 314,115 | 110,300 |
Net Loss Per Share - Additional
Net Loss Per Share - Additional Information (Detail) - shares | Sep. 26, 2016 | Jun. 15, 2016 | Apr. 14, 2016 | Sep. 30, 2016 | Dec. 31, 2015 |
Schedule of Net Income (Loss) Per Share [Line Items] | |||||
Preferred stock issued pursuant to Private Placement | 2,959,300 | ||||
Preferred stock issued pursuant to Subsequent Financing | 2,959,300 | ||||
Preferred stock, shares outstanding | 0 | 0 | |||
Public Offering [Member] | |||||
Schedule of Net Income (Loss) Per Share [Line Items] | |||||
Common stock shares issued | 2,250,000 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Liabilities | ||
Warrants to purchase common stock | $ 6,736 | $ 0 |
Recurring [Member] | ||
Assets | ||
Money market funds | 19,039 | 28,774 |
Liabilities | ||
Contingent consideration | 526 | 948 |
Warrants to purchase common stock | 6,736 | |
Total liabilities | 7,262 | |
Fair Value Measured Using - (Level 1) [Member] | Recurring [Member] | ||
Assets | ||
Money market funds | 19,039 | 28,774 |
Liabilities | ||
Contingent consideration | 0 | 0 |
Warrants to purchase common stock | 0 | |
Total liabilities | 0 | |
Fair Value Measured Using - (Level 2) [Member] | Recurring [Member] | ||
Assets | ||
Money market funds | 0 | 0 |
Liabilities | ||
Contingent consideration | 0 | 0 |
Warrants to purchase common stock | 0 | |
Total liabilities | 0 | |
Fair Value Measured Using - (Level 3) [Member] | Recurring [Member] | ||
Assets | ||
Money market funds | 0 | 0 |
Liabilities | ||
Contingent consideration | 526 | $ 948 |
Warrants to purchase common stock | 6,736 | |
Total liabilities | $ 7,262 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Issuances, Changes in Fair Value and Reclassifications of Level 3 Financial Instruments (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2016 | Sep. 30, 2016 | |
Significant Unobservable Inputs (Level 3) [Line Items] | ||
Beginning Balance | $ 948 | |
Warrants issued in conjunction with Private Placement and Subsequent Financing on April 14, 2016 and June 15, 2016, respectively, and Placement Agent Warrants | 4,957 | |
Change in estimated fair value | 1,357 | |
Ending Balance | $ 7,262 | 7,262 |
Significant Unobservable Inputs (Level 3), Contingent Consideration Liability [Member] | ||
Significant Unobservable Inputs (Level 3) [Line Items] | ||
Beginning Balance | 948 | |
Warrants issued in conjunction with Private Placement and Subsequent Financing on April 14, 2016 and June 15, 2016, respectively, and Placement Agent Warrants | 0 | |
Change in estimated fair value | (100) | (422) |
Ending Balance | 526 | 526 |
Significant Unobservable Inputs (Level 3), Warrants To Purchase Common Stock [Member] | ||
Significant Unobservable Inputs (Level 3) [Line Items] | ||
Beginning Balance | 0 | |
Warrants issued in conjunction with Private Placement and Subsequent Financing on April 14, 2016 and June 15, 2016, respectively, and Placement Agent Warrants | 4,957 | |
Change in estimated fair value | 1,779 | |
Ending Balance | $ 6,736 | $ 6,736 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2016USD ($)shares | Sep. 30, 2016USD ($)CommercialTestshares | Dec. 31, 2015USD ($)shares | Jun. 15, 2016shares | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Transfers between Level 1, Level 2 and Level 3 categories during the periods | $ | $ 0 | $ 0 | ||
Decrease in fair value of contingent consideration | $ | $ 1,357,000 | |||
Warrants outstanding | shares | 1,002,507 | |||
Fair Value Measured Using - (Level 3) [Member] | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Warrants outstanding | shares | 2,978,087 | 2,978,087 | ||
Significant Unobservable Inputs (Level 3), Contingent Consideration Liability [Member] | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Decrease in fair value of contingent consideration | $ | $ (100,000) | $ (422,000) | ||
ImmuMetrix, Inc. [Member] | Contingent consideration [Member] | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Contingent obligation to issue common stock | shares | 227,845 | 227,845 | ||
Milestone description | The issuance will occur if the Company completes 2,500 commercial tests involving the measurement of dd-cfDNA in organ transplant recipients in the United States by June 10, 2020. | |||
Number of commercial tests involving the measurement of cfDNA to be completed | CommercialTest | 2,500 | |||
Probability of the achievement | 65.00% | 65.00% |
Business Combination - Addition
Business Combination - Additional Information (Detail) | Mar. 31, 2017USD ($) | Sep. 26, 2016USD ($) | Apr. 14, 2016USD ($)Employeeshares | Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Apr. 14, 2016SEKEmployeeSEK / shares | Dec. 31, 2015USD ($) |
Business Acquisition [Line Items] | ||||||||||
Business acquisition deferred payment consideration | $ 5,700,000 | $ 0 | $ 5,700,000 | $ 5,700,000 | $ 0 | |||||
Minimum lender required proceeds from issuance of private placement offer | $ 12,000,000 | |||||||||
Noncontrolling interest | 574,000 | 574,000 | 574,000 | $ 0 | ||||||
Total revenue | 12,475,000 | 7,151,000 | 29,771,000 | 21,496,000 | ||||||
Net loss | 3,764,000 | 3,489,000 | 23,989,000 | 8,945,000 | ||||||
Public Offering [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Proceeds from majority shareholders in exchange of equity securities | $ 9,000,000 | |||||||||
Allenex [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Percentage of share acquired | 98.30% | 98.30% | ||||||||
Number of employees | Employee | 58 | 58 | ||||||||
Total purchase price combination of cash and common stock | $ 34,100,000 | |||||||||
Cash distribution to acquire business, gross | $ 26,900,000 | |||||||||
Common stock, shares issue | shares | 1,375,029 | |||||||||
Common stock value | $ 7,200,000 | |||||||||
Business acquisition deferred payment consideration | 5,700,000 | |||||||||
Escrow deposit | $ 8,000,000 | |||||||||
Business acquisition deferred purchase price consideration carrying value | 5,900,000 | 5,900,000 | 5,900,000 | |||||||
Business acquisition of related cost expenses | 500,000 | $ 4,300,000 | ||||||||
Fair values of certain assets and liabilities measurement period | P1Y | |||||||||
Percentage of non controlling interest | 1.70% | 1.70% | ||||||||
Noncontrolling interest | $ 600,000 | SEK 5,100,000 | ||||||||
Price per share of Allenex used to determine fair value of non controlling interest | SEK / shares | SEK 2.48 | |||||||||
Total revenue | 7,200,000 | |||||||||
Net loss | 3,400,000 | |||||||||
Amortization of acquisition costs | $ 1,100,000 | |||||||||
Allenex [Member] | Six-Month Bridge Loan [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Business acquisition of debt financing cost | 2,900,000 | 2,900,000 | $ 2,900,000 | 2,900,000 | ||||||
Allenex [Member] | Public Offering [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Proceeds from majority shareholders in exchange of equity securities | $ 9,000,000 | |||||||||
Allenex [Member] | Scenario Forecast [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Proceeds from majority shareholders in exchange of equity securities | $ 20,000,000 | |||||||||
Allenex [Member] | Pro Forma [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Business acquisition of related cost expenses | $ 4,300,000 | $ 4,300,000 | $ 4,300,000 | $ 4,300,000 | ||||||
Maximum [Member] | Allenex [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Business Acquisition Deferred Payment Date | Mar. 31, 2017 |
Business Combination - Schedule
Business Combination - Schedule of Preliminary Fair Values of Assets Acquired and Liabilities Assumed (Detail) - USD ($) $ in Thousands | Sep. 30, 2016 | Apr. 14, 2016 | Dec. 31, 2015 |
Business Acquisition [Line Items] | |||
Goodwill | $ 28,047 | $ 12,005 | |
Allenex [Member] | |||
Business Acquisition [Line Items] | |||
Cash | $ 596 | ||
Accounts receivable | 1,608 | ||
Prepaid and other assets | 1,092 | ||
Inventory | 9,636 | ||
Property, plant and equipment | 1,057 | ||
Intangible assets | 31,560 | ||
Goodwill | 16,940 | ||
Deferred tax liability | (8,505) | ||
Assumed liabilities | (19,910) | ||
Total preliminary acquisition consideration | $ 34,074 |
Business Combination - Summary
Business Combination - Summary of Noncontrolling Interest (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Business Combinations [Abstract] | ||||
Beginning noncontrolling interest | $ 0 | |||
Noncontrolling interest investment | 634 | |||
Foreign currency effect | (2) | |||
Loss attributable to noncontrolling interest | $ (35) | $ 0 | (58) | $ 0 |
Ending noncontrolling interest | $ 574 | $ 574 |
Business Combination - Summar48
Business Combination - Summary of Identified Intangible Assets Acquired at Acquisition Date (Detail) - USD ($) $ in Thousands | Apr. 14, 2016 | Sep. 30, 2016 |
Customer Relationships [Member] | ||
Business Acquisition [Line Items] | ||
Estimated useful life of identified intangible asset | 14 years 3 months 18 days | |
Developed Technology [Member] | ||
Business Acquisition [Line Items] | ||
Estimated useful life of identified intangible asset | 9 years 3 months 18 days | |
Trademarks [Member] | ||
Business Acquisition [Line Items] | ||
Estimated useful life of identified intangible asset | 14 years 3 months 18 days | |
Acquired Contracts [Member] | ||
Business Acquisition [Line Items] | ||
Estimated useful life of identified intangible asset | 1 year 6 months | |
Allenex [Member] | ||
Business Acquisition [Line Items] | ||
Estimated fair value of identified intangible assets | $ 31,560 | |
Allenex [Member] | Customer Relationships [Member] | ||
Business Acquisition [Line Items] | ||
Estimated fair value of identified intangible assets | $ 12,650 | |
Estimated useful life of identified intangible asset | 15 years | |
Allenex [Member] | Developed Technology [Member] | ||
Business Acquisition [Line Items] | ||
Estimated fair value of identified intangible assets | $ 11,650 | |
Estimated useful life of identified intangible asset | 10 years | |
Allenex [Member] | Acquired in-process technology | ||
Business Acquisition [Line Items] | ||
Estimated fair value of identified intangible assets | $ 4,510 | |
Estimated useful life of identified intangible asset | 15 years | |
Allenex [Member] | Trademarks [Member] | ||
Business Acquisition [Line Items] | ||
Estimated fair value of identified intangible assets | $ 2,260 | |
Estimated useful life of identified intangible asset | 15 years | |
Allenex [Member] | Acquired Contracts [Member] | ||
Business Acquisition [Line Items] | ||
Estimated fair value of identified intangible assets | $ 490 | |
Allenex [Member] | Contract-Based Intangible Assets | ||
Business Acquisition [Line Items] | ||
Estimated useful life of identified intangible asset | 2 years |
Business Combination - Schedu49
Business Combination - Schedule of Pro Forma Results of Operations (Detail) - Allenex [Member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Revenue: | ||||
Testing revenue | $ 8,613 | $ 7,007 | $ 22,310 | $ 21,147 |
Product revenue | 3,754 | 3,806 | 11,642 | 11,867 |
Other revenue | 108 | 237 | 396 | 593 |
Total revenue | 12,475 | 11,050 | 34,348 | 33,607 |
Net loss | $ (2,491) | $ (4,563) | $ (17,597) | $ (13,091) |
Goodwill and Intangible Asset50
Goodwill and Intangible Assets - Summary of Goodwill (Detail) $ in Thousands | 9 Months Ended |
Sep. 30, 2016USD ($) | |
Indefinite Lived Intangible Assets By Major Class [Line Items] | |
Balance as of December 31, 2015 | $ 12,005 |
Goodwill acquired | 16,940 |
Foreign currency translation adjustments | (898) |
Balance as of September 30, 2016 | 28,047 |
CareDx [Member] | |
Indefinite Lived Intangible Assets By Major Class [Line Items] | |
Balance as of December 31, 2015 | 12,005 |
Goodwill acquired | 0 |
Foreign currency translation adjustments | 0 |
Balance as of September 30, 2016 | 12,005 |
Allenex [Member] | |
Indefinite Lived Intangible Assets By Major Class [Line Items] | |
Balance as of December 31, 2015 | 0 |
Goodwill acquired | 16,940 |
Foreign currency translation adjustments | (898) |
Balance as of September 30, 2016 | $ 16,042 |
Goodwill and Intangible Asset51
Goodwill and Intangible Assets - Summary of Intangible Assets (Detail) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2016 | Dec. 31, 2015 | ||
Intangible assets with finite lives: | |||
Gross Carrying Amount | $ 31,560 | ||
Accumulated Amortization | (1,077) | ||
Foreign Currency Translation | (1,689) | ||
Net Carrying Amount | 28,794 | ||
Intangible assets with indefinite lives: | |||
Gross Carrying Amount | 6,700 | ||
Intangible Assets, Net (Excluding Goodwill) | |||
Total intangible assets, Gross Carrying Amount | 38,210 | ||
Total intangible assets, Accumulated Amortization | (1,077) | ||
Total intangible assets, Foreign Currency Translation | (1,689) | ||
Total intangible assets, net | 35,444 | $ 6,650 | |
Acquired In Process Technology Cell Free D N A | |||
Intangible assets with indefinite lives: | |||
Gross Carrying Amount | 6,650 | ||
Foreign Currency Translation | 0 | ||
Net Carrying Amount | 6,650 | ||
Customer Relationships [Member] | |||
Intangible assets with finite lives: | |||
Gross Carrying Amount | 12,650 | ||
Accumulated Amortization | (377) | ||
Foreign Currency Translation | (678) | ||
Net Carrying Amount | $ 11,595 | ||
Estimated useful life of identified intangible asset | 14 years 3 months 18 days | ||
Developed Technology [Member] | |||
Intangible assets with finite lives: | |||
Gross Carrying Amount | $ 11,650 | ||
Accumulated Amortization | (526) | ||
Foreign Currency Translation | (623) | ||
Net Carrying Amount | $ 10,501 | ||
Estimated useful life of identified intangible asset | 9 years 3 months 18 days | ||
Acquired Technology - QTYPE | |||
Intangible assets with finite lives: | |||
Gross Carrying Amount | [1] | $ 4,510 | |
Accumulated Amortization | [1] | 0 | |
Foreign Currency Translation | [1] | (241) | |
Net Carrying Amount | [1] | $ 4,269 | |
Estimated useful life of identified intangible asset | [1] | 14 years 3 months 18 days | |
Trademarks [Member] | |||
Intangible assets with finite lives: | |||
Gross Carrying Amount | $ 2,260 | ||
Accumulated Amortization | (107) | ||
Foreign Currency Translation | (121) | ||
Net Carrying Amount | $ 2,032 | ||
Estimated useful life of identified intangible asset | 14 years 3 months 18 days | ||
Acquired Contracts [Member] | |||
Intangible assets with finite lives: | |||
Gross Carrying Amount | $ 490 | ||
Accumulated Amortization | (67) | ||
Foreign Currency Translation | (26) | ||
Net Carrying Amount | $ 397 | ||
Estimated useful life of identified intangible asset | 1 year 6 months | ||
[1] | QTYPE was initially classified as acquired in-process technology on acquisition of Allenex on April 14, 2016, but reclassified as an intangible asset with a finite life when QTYPE was commercially launched at the end of September 2016. |
Goodwill and Intangible Asset52
Goodwill and Intangible Assets - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Goodwill And Intangible Assets [Line Items] | ||||
Amortization expense of intangible assets | $ 600,000 | $ 0 | $ 1,100,000 | $ 0 |
Acquired in-process research and development | 6,700,000 | 6,700,000 | ||
Cost of Product [Member] | ||||
Goodwill And Intangible Assets [Line Items] | ||||
Amortization expense of intangible assets | $ 300,000 | $ 600,000 |
Goodwill and Intangible Asset53
Goodwill and Intangible Assets - Summary of Estimated Future Amortization Expense of Intangible Assets (Detail) $ in Thousands | Sep. 30, 2016USD ($) |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |
Remainder of 2016 | $ 656 |
2,017 | 2,625 |
2,018 | 2,461 |
2,019 | 2,394 |
2,020 | 2,394 |
2,021 | 2,394 |
Thereafter | 15,870 |
Total future amortization expense | 28,794 |
Cost of Product [Member] | |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |
Remainder of 2016 | 416 |
2,017 | 1,666 |
2,018 | 1,502 |
2,019 | 1,435 |
2,020 | 1,435 |
2,021 | 1,435 |
Thereafter | 7,237 |
Total future amortization expense | 15,126 |
Selling And Marketing Expense [Member] | |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |
Remainder of 2016 | 240 |
2,017 | 959 |
2,018 | 959 |
2,019 | 959 |
2,020 | 959 |
2,021 | 959 |
Thereafter | 8,633 |
Total future amortization expense | $ 13,668 |
Inventories - Summary of Invent
Inventories - Summary of Inventories (Detail) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 6,244 | $ 237 |
Raw materials | 1,200 | 529 |
Total inventory | $ 7,444 | $ 766 |
Accrued and Other Liabilities -
Accrued and Other Liabilities - Components of Accrued Expenses and Other Current Liabilities (Detail) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Payables And Accruals [Abstract] | ||
Debt financing fees | $ 1,384 | $ 0 |
Common stock issuance costs | 333 | 0 |
Transaction related fees | 685 | 589 |
Software implementation costs | 302 | 0 |
Accrued interest payable on debt | 832 | 0 |
Tax, audit and compliance related fees | 662 | 89 |
Test sample processing fees | 490 | 426 |
Accrued overpayments and refunds | 293 | 163 |
Clinical studies | 1,196 | 756 |
Accrued inventory payable | 324 | 0 |
Deferred rent – current portion | 300 | 258 |
Capital leases – current portion | 175 | 71 |
Other accrued expenses | 1,228 | 540 |
Total accrued and other liabilities | $ 8,204 | $ 2,892 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) | Jul. 15, 2016USD ($) | Apr. 25, 2016USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2016SEK | Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) |
Minimum [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Special fine by disciplinary committee | $ 6,000 | SEK 50,000 | ||||||
Maximum [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Special fine by disciplinary committee | 12,000,000 | SEK 100,000,000 | ||||||
Oberland Complaint [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Damages sought | $ 1,400,000 | |||||||
Amount accrued for claim | $ 1,400,000 | $ 1,400,000 | ||||||
CareDx [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Damages sought | $ 1,300,000 | |||||||
Unpaid Royalties [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Settlement and mutual release agreement, counterparty name | Roche | Roche | ||||||
Settlement and mutual release agreement, date | September 2,014 | September 2,014 | ||||||
Past due royalties | $ 2,827,220 | |||||||
Maximum number of days from end of calendar quarter for royalty payment | 45 days | 45 days | ||||||
Settlement and mutual release agreement, terms of agreement | In September 2014, the Company entered into a settlement and mutual release agreement with Roche whereby: (i)?for the period beginning July?1, 2011 through June?30, 2014, the Company agreed to pay the amount of $2,827,220 in settlement of past royalties due; (ii)?for the period beginning July?1, 2014 through September?30, 2014, the Company agreed to pay royalties based on the same combination services percentage used to determine the past royalties due; (iii)?for the period beginning October?1, 2014 through September?30, 2017, Roche and the Company agreed to a downward adjustment of the combination services percentage used to determine the portion of the AlloMap testing revenue that is royalty bearing under the terms of the license; (iv)?the Company agreed to report and pay quarterly royalties within 45 days of the end of each calendar quarter; (v)?Roche agreed that, subject to the Company?s timely payment of all applicable royalties through such date, no further royalties will be payable by the Company for periods after September?30, 2017. | In September 2014, the Company entered into a settlement and mutual release agreement with Roche whereby: (i)?for the period beginning July?1, 2011 through June?30, 2014, the Company agreed to pay the amount of $2,827,220 in settlement of past royalties due; (ii)?for the period beginning July?1, 2014 through September?30, 2014, the Company agreed to pay royalties based on the same combination services percentage used to determine the past royalties due; (iii)?for the period beginning October?1, 2014 through September?30, 2017, Roche and the Company agreed to a downward adjustment of the combination services percentage used to determine the portion of the AlloMap testing revenue that is royalty bearing under the terms of the license; (iv)?the Company agreed to report and pay quarterly royalties within 45 days of the end of each calendar quarter; (v)?Roche agreed that, subject to the Company?s timely payment of all applicable royalties through such date, no further royalties will be payable by the Company for periods after September?30, 2017. | ||||||
Royalty expenses | $ 300,000 | $ 300,000 | $ 800,000 | $ 800,000 |
Commitments and Contingencies57
Commitments and Contingencies - Future Minimum Lease Payments Due Under Operating Leases (Detail) $ in Thousands | Sep. 30, 2016USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
Remainder of 2016 | $ 507 |
2,017 | 2,044 |
2,018 | 2,017 |
2,019 | 2,003 |
2,020 | 1,964 |
2021 and thereafter | 0 |
Total future minimum lease payments | $ 8,535 |
Collaboration and Licensing A58
Collaboration and Licensing Agreements - Additional Information (Detail) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||
Jul. 31, 2013USD ($) | Jun. 30, 2013USD ($) | Jun. 30, 2013EUR (€) | Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Dec. 31, 2015USD ($) | Jun. 30, 2013EUR (€) | |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||
Description of agreement expire term | The agreement will expire at the later of the last-to-expire patent in the EEA or ten years from the first commercial sale of the test in the EEA, which occurred in 2014. | ||||||||
Common stock value | $ 21,000 | $ 21,000 | $ 12,000 | ||||||
Refundable upfront payments | $ 344,000 | € 250,000 | |||||||
Upfront cash payment | 503,000 | € 387,500 | |||||||
Revenues recognized from the arrangement | 2,000 | $ 8,000 | 12,000 | $ 41,000 | |||||
Royalty revenues | 98,000 | $ 96,000 | 200,000 | $ 300,000 | |||||
Royalty revenues receivable balance | $ 0 | $ 0 | $ 0 | ||||||
Diaxonhit (DHT) [Member] | |||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||
Common stock value | $ 503,000 | € 387,500 | |||||||
Shares sold for consideration | $ 467,000 |
Debt - Additional Information (
Debt - Additional Information (Detail) | Mar. 31, 2017USD ($) | Sep. 26, 2016USD ($) | Mar. 07, 2016USD ($) | Dec. 29, 2015USD ($) | Jun. 18, 2015USD ($) | Feb. 25, 2015USD ($) | Feb. 25, 2015SEK | Jan. 30, 2015USD ($)$ / sharesshares | Jun. 28, 2013USD ($) | Jun. 28, 2013SEK | Jun. 25, 2013USD ($) | Mar. 31, 2015USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2016SEK | Sep. 30, 2016SEK | Aug. 04, 2016USD ($) | Aug. 04, 2016SEK | Apr. 14, 2016USD ($) | Apr. 11, 2016USD ($) | Mar. 07, 2016SEK | Dec. 31, 2015USD ($) | Dec. 29, 2015SEK | Sep. 30, 2015USD ($) | Jun. 18, 2015SEK | Feb. 25, 2015SEK | Jun. 28, 2013SEK | Jun. 25, 2013SEK |
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Aggregate principal amount | $ 20,000,000 | ||||||||||||||||||||||||||
Interest rate, description | Draw A bears interest at a daily floating rate equal to 2.00%, plus the greater of (i) 3.25% or (ii) the prime rate published by the Lender. | Draw A bears interest at a daily floating rate equal to 2.00%, plus the greater of (i) 3.25% or (ii) the prime rate published by the Lender. | |||||||||||||||||||||||||
Interest rate basis spread | 2.00% | ||||||||||||||||||||||||||
Loan agreement initiation date | Jan. 30, 2015 | Jan. 30, 2015 | |||||||||||||||||||||||||
Debt instrument maturity date | Dec. 1, 2018 | Dec. 1, 2018 | |||||||||||||||||||||||||
Debt discount and issuance liability component, current | $ 200,000 | $ 200,000 | |||||||||||||||||||||||||
Debt discount and issuance liability component, non-current | $ 100,000 | $ 100,000 | |||||||||||||||||||||||||
Prepayment penalty on loan | 0.00% | 0.00% | |||||||||||||||||||||||||
Loan agreement description | The Company agreed to issue to the Lender warrants to purchase shares of the Company’s common stock upon the drawdown of each advance in an amount equal to 1.5% of the amount drawn, divided by the exercise price per share for that tranche. | The Company agreed to issue to the Lender warrants to purchase shares of the Company’s common stock upon the drawdown of each advance in an amount equal to 1.5% of the amount drawn, divided by the exercise price per share for that tranche. | |||||||||||||||||||||||||
Estimated fair value of warrants | $ 90,000 | ||||||||||||||||||||||||||
Default interest rate description | Upon the occurrence of an event of default, a default interest rate of an additional 5.00% may be applied to the outstanding loan balances, and the Lender may declare all outstanding obligations immediately due and payable and take such other actions as set forth in the Loan Agreement. | Upon the occurrence of an event of default, a default interest rate of an additional 5.00% may be applied to the outstanding loan balances, and the Lender may declare all outstanding obligations immediately due and payable and take such other actions as set forth in the Loan Agreement. | |||||||||||||||||||||||||
Default interest rate percentage | 5.00% | 5.00% | |||||||||||||||||||||||||
Minimum lender required proceeds from issuance of private placement offer | $ 12,000,000 | ||||||||||||||||||||||||||
Business acquisition deferred payment consideration | $ 5,700,000 | $ 0 | |||||||||||||||||||||||||
Bridge Loan | $ 18,000,000 | ||||||||||||||||||||||||||
Bridge loan, financing cost | 2,900,000 | ||||||||||||||||||||||||||
Accrued interest on shareholder loans | $ 700,000 | ||||||||||||||||||||||||||
First Agreement [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Loan agreement initiation date | May 12, 2016 | May 12, 2016 | |||||||||||||||||||||||||
Second Amendment [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Loan agreement initiation date | Jun. 27, 2016 | Jun. 27, 2016 | |||||||||||||||||||||||||
Allenex [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Escrow deposit | 8,000,000 | ||||||||||||||||||||||||||
Business acquisition deferred payment consideration | 5,700,000 | ||||||||||||||||||||||||||
Business acquisition deferred purchase price consideration carrying value | $ 5,900,000 | ||||||||||||||||||||||||||
Majority Shareholder [Member] | Allenex [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Escrow deposit | $ 8,000,000 | ||||||||||||||||||||||||||
FastPartner AB [Member] | Allenex [Member] | Subordinated Promissory Note [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Debt instrument maturity date | Dec. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2016 | |||||||||||||||||||||||
Note issued | $ 500,000 | $ 200,000 | $ 1,100,000 | SEK 4,000,000 | SEK 2,000,000 | SEK 9,400,000 | |||||||||||||||||||||
Issuance date | Mar. 7, 2016 | Dec. 29, 2015 | Jun. 28, 2013 | Jun. 28, 2013 | |||||||||||||||||||||||
Interest rate | 10.00% | 10.00% | 10.00% | 10.00% | 10.00% | 10.00% | |||||||||||||||||||||
Principal payment | $ 100,000 | SEK 1,000,000 | |||||||||||||||||||||||||
FastPartner AB [Member] | Allenex [Member] | Minimum [Member] | Subordinated Promissory Note [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Beneficial ownership percentage of outstanding common stock | 5.00% | 5.00% | |||||||||||||||||||||||||
Mohammed Al Almoudi [Member] | Allenex [Member] | Subordinated Promissory Note [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Debt instrument maturity date | Jun. 28, 2016 | Jun. 28, 2016 | |||||||||||||||||||||||||
Note issued | $ 1,200,000 | SEK 10,600,000 | |||||||||||||||||||||||||
Issuance date | Jun. 28, 2013 | Jun. 28, 2013 | |||||||||||||||||||||||||
Interest rate | 10.00% | 10.00% | |||||||||||||||||||||||||
Principal payment | $ 100,000 | SEK 1,000,000 | |||||||||||||||||||||||||
Debt instrument extended maturity date | Dec. 31, 2016 | Dec. 31, 2016 | |||||||||||||||||||||||||
Mohammed Al Almoudi [Member] | Allenex [Member] | Minimum [Member] | Subordinated Promissory Note [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Beneficial ownership percentage of outstanding common stock | 5.00% | 5.00% | |||||||||||||||||||||||||
S S P Primers Aktieboulag | Allenex [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Loan agreement initiation date | Feb. 25, 2015 | Feb. 25, 2015 | |||||||||||||||||||||||||
Term loan facility amount outstanding | $ 1,200,000 | SEK 10,000,000 | |||||||||||||||||||||||||
Interest rate | 3.00% | 3.00% | |||||||||||||||||||||||||
Principle amount of loan agreement | $ 1,600,000 | SEK 14,000,000 | |||||||||||||||||||||||||
S S P Primers Aktieboulag | Allenex [Member] | Payable on February 25, 2016 [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Loan agreement, periodic payment | $ 500,000 | SEK 4,000,000 | |||||||||||||||||||||||||
Date of loan agreement payable. | Feb. 26, 2016 | Feb. 26, 2016 | |||||||||||||||||||||||||
S S P Primers Aktieboulag | Allenex [Member] | Payable on February 27, 2017 [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Loan agreement, periodic payment | $ 600,000 | SEK 5,000,000 | |||||||||||||||||||||||||
Date of loan agreement payable. | Feb. 27, 2017 | Feb. 27, 2017 | |||||||||||||||||||||||||
S S P Primers Aktieboulag | Allenex [Member] | Payable on February 26, 2018 [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Loan agreement, periodic payment | $ 600,000 | SEK 5,000,000 | |||||||||||||||||||||||||
Date of loan agreement payable. | Feb. 26, 2018 | Feb. 26, 2018 | |||||||||||||||||||||||||
Public Offering [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Proceeds from majority shareholders in exchange of equity securities | $ 9,000,000 | ||||||||||||||||||||||||||
Public Offering [Member] | Allenex [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Proceeds from majority shareholders in exchange of equity securities | $ 9,000,000 | ||||||||||||||||||||||||||
Scenario Forecast [Member] | Allenex [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Proceeds from majority shareholders in exchange of equity securities | $ 20,000,000 | ||||||||||||||||||||||||||
Scenario Forecast [Member] | Majority Shareholder [Member] | Allenex [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Proceeds from majority shareholders in exchange of equity securities | 20,000,000 | ||||||||||||||||||||||||||
Business acquisition deferred payment consideration | $ 6,200,000 | ||||||||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Warrant to purchase stock, shares | shares | 34,483 | ||||||||||||||||||||||||||
Warrant to purchase of stock, per share | $ / shares | $ 6.96 | ||||||||||||||||||||||||||
Significant Unobservable Inputs (Level 3), Warrants To Purchase Common Stock [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Expected volatility rate | 39.83% | ||||||||||||||||||||||||||
Contractual term of years | 5 years | ||||||||||||||||||||||||||
Risk-free interest rate | 1.18% | ||||||||||||||||||||||||||
Underlying common stock price | $ / shares | $ 7.06 | ||||||||||||||||||||||||||
Dividend yield | 0.00% | ||||||||||||||||||||||||||
Interest Expense [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Loss on extinguishment of debt | $ 600,000 | ||||||||||||||||||||||||||
Draw A [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Loan agreement, amount borrowed | $ 16,000,000 | ||||||||||||||||||||||||||
Pay-off of term debt | 11,300,000 | ||||||||||||||||||||||||||
Non-refundable commitment fee | $ 160,000 | ||||||||||||||||||||||||||
Secured Term Loan Facility [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Principal pay-down of loan begins date | Jul. 1, 2016 | Jul. 1, 2016 | |||||||||||||||||||||||||
Deferred principal amortization description | The principal pay-down of the loan began on July 1, 2016 with the loan being payable in 30 equal monthly installments. | The principal pay-down of the loan began on July 1, 2016 with the loan being payable in 30 equal monthly installments. | |||||||||||||||||||||||||
Term Loan Facility | Allenex [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Term loan facility amount outstanding | $ 7,400,000 | 63,500,000 | |||||||||||||||||||||||||
Term loan credit facility amount payable | $ 5,100,000 | SEK 44,000,000 | |||||||||||||||||||||||||
Term Loan Facility | Danske Bank A S | Allenex [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Aggregate principal amount | $ 8,300,000 | SEK 71,000,000 | |||||||||||||||||||||||||
Interest rate, description | The interest rate applicable to each advance shall be the percentage rate per annum calculated as the aggregate of (i) Stockholm Interbank Offered Rate (“STIBOR”) (as defined in the Term Loan Facility) and (ii) the Margin (as described in the Term Loan Facility) at 3% conditional on the fulfillment of certain criteria. | The interest rate applicable to each advance shall be the percentage rate per annum calculated as the aggregate of (i) Stockholm Interbank Offered Rate (“STIBOR”) (as defined in the Term Loan Facility) and (ii) the Margin (as described in the Term Loan Facility) at 3% conditional on the fulfillment of certain criteria. | |||||||||||||||||||||||||
Interest rate basis spread | 3.00% | ||||||||||||||||||||||||||
Loan agreement initiation date | Jun. 25, 2013 | ||||||||||||||||||||||||||
Term loan facility available for utilization advances | $ 600,000 | 5,000,000 | |||||||||||||||||||||||||
Term loan facility integral multiples | $ 100,000 | SEK 1,000,000 | |||||||||||||||||||||||||
Quarterly Payments [Member] | Allenex [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Term loan credit facility amount payable | $ 200,000 | SEK 1,500,000 | |||||||||||||||||||||||||
Six Quarterly Payments [Member] | Allenex [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Term loan credit facility amount payable | 400,000 | SEK 3,000,000 | |||||||||||||||||||||||||
Short Term Credit Facility | Danske Bank A S | Allenex [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Loan agreement initiation date | Jun. 18, 2015 | ||||||||||||||||||||||||||
Note issued | $ 900,000 | $ 1,200,000 | SEK 10,000,000 | SEK 8,000,000 | |||||||||||||||||||||||
Short term credit facility | $ 600,000 | SEK 5,200,000 |
Debt - Schedule of Future Debt
Debt - Schedule of Future Debt Maturities (Detail) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Equity Method Investments And Cost Method Investments [Abstract] | ||
Remainder of 2016 | $ 12,662 | |
2,017 | 6,984 | |
2,018 | 6,984 | |
Total debt maturities | 26,630 | |
Less: debt discount and issuance costs | (232) | |
Total debt maturities, net of debt discount and issuance costs | 26,398 | |
Less: current portion of long-term debt | (17,902) | $ (2,866) |
Long-term debt, net of current portion | $ 8,496 | $ 12,887 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Sep. 26, 2016 | Jun. 15, 2016 | Apr. 14, 2016 | Jun. 30, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 25, 2016 | Jun. 16, 2016 | Jan. 30, 2015 |
Class Of Stock [Line Items] | |||||||||
Common stock purchase price | $ 3.99 | ||||||||
Proceeds from issuance of private placement offer | $ 20,625 | $ 0 | |||||||
Aggregate payment of Placement agent, escrow agents and legal fees | $ 1,800 | ||||||||
Additional issued units | 334,169 | ||||||||
Net proceeds from common stock shares issued at public offering | 8,293 | $ 0 | |||||||
Warrants outstanding | 1,002,507 | ||||||||
M.M. Dillon & Co. Group [Member] | |||||||||
Class Of Stock [Line Items] | |||||||||
Warrant to purchase stock, shares | 100,000 | ||||||||
Placement fees | $ 200 | ||||||||
Majority Shareholder [Member] | Allenex [Member] | |||||||||
Class Of Stock [Line Items] | |||||||||
Number of common stock purchased | 1,002,507 | ||||||||
Shares of common stock subject to outstanding common stock warrants [Member] | |||||||||
Class Of Stock [Line Items] | |||||||||
Proceeds from issuance of private placement offer | 3,000 | 1,700 | |||||||
Warrant to purchase stock, shares | 200,000 | ||||||||
Common Stock [Member] | |||||||||
Class Of Stock [Line Items] | |||||||||
Proceeds from issuance of private placement offer | 1,900 | $ 1,000 | |||||||
Warrant to purchase stock, shares | 34,483 | ||||||||
Warrants outstanding | 3,261,502 | ||||||||
Exercise Price | $ 6.96 | ||||||||
Series A Preferred Stock | |||||||||
Class Of Stock [Line Items] | |||||||||
Proceeds from issuance of private placement offer | $ 9,300 | $ 5,300 | |||||||
Convertible preferred stock shares issued upon conversion | 1 | ||||||||
Preferred shares convertible to common stock | 1,670,845 | ||||||||
Private Placement [Member] | |||||||||
Class Of Stock [Line Items] | |||||||||
Securities purchase agreement private placement units description | On April 14, 2016, the Company completed a Private Placement transaction for the offering of 591,860 Units. Each Unit was comprised of: (i) one share of common stock, (ii) five shares of Series A Preferred, and (iii) three warrants, each to purchase one share of common stock. The purchase price was $23.94 per Unit (the equivalent of $3.99 per share of common stock, assuming conversion of the Series A Preferred). | ||||||||
Common stock shares issued | 334,169 | 591,860 | |||||||
Common stock offer price per share | $ 23.94 | ||||||||
Proceeds from issuance of private placement offer | $ 8,000 | $ 14,200 | |||||||
Placement fees | $ 1,100 | ||||||||
Warrants outstanding | 1,775,580 | 1,975,580 | |||||||
Exercise Price | $ 4 | $ 4.98 | |||||||
Private Placement [Member] | Series A Preferred Stock | |||||||||
Class Of Stock [Line Items] | |||||||||
Convertible preferred stock shares issued upon conversion | 1 | ||||||||
Public Offering [Member] | |||||||||
Class Of Stock [Line Items] | |||||||||
Common stock shares issued | 2,250,000 | ||||||||
Common stock offer price per share | $ 4 | ||||||||
Gross proceeds from common stock shares issued at public offering | $ 9,000 | ||||||||
Net proceeds from common stock shares issued at public offering | 7,800 | ||||||||
Public Offering [Member] | Allenex [Member] | |||||||||
Class Of Stock [Line Items] | |||||||||
Gross proceeds from common stock shares issued at public offering | $ 9,000 | ||||||||
Subsequent Financing [Member] | |||||||||
Class Of Stock [Line Items] | |||||||||
Warrants outstanding | 1,002,507 | ||||||||
Exercise Price | $ 4 | 4.98 | |||||||
Subsequent Financing [Member] | Common Stock [Member] | |||||||||
Class Of Stock [Line Items] | |||||||||
Exercise Price | $ 4 | $ 4.98 |
Warrants - Additional Informati
Warrants - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||||||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 26, 2016 | Sep. 25, 2016 | Jun. 15, 2016 | Apr. 14, 2016 | Dec. 31, 2015 | |
Class Of Warrant Or Right [Line Items] | |||||||||
Estimated fair value of warrants | $ 1,700 | ||||||||
Warrants issued | 1,002,507 | ||||||||
Common stock warrant liability | $ 6,736 | $ 6,736 | $ 0 | ||||||
Gain (loss) from revaluation of common stock warrant liability to estimated fair value | $ 1,386 | $ 0 | $ (1,779) | $ 0 | |||||
Private Placement [Member] | |||||||||
Class Of Warrant Or Right [Line Items] | |||||||||
Estimated fair value of warrants | $ 3,300 | ||||||||
Warrants issued | 1,775,580 | 1,975,580 | |||||||
Exercise Price | $ 4 | $ 4.98 | |||||||
Private Placement [Member] | Accredited Investors [Member] | |||||||||
Class Of Warrant Or Right [Line Items] | |||||||||
Estimated fair value of warrants | $ 3,000 | ||||||||
Warrants issued | 1,775,580 | ||||||||
Private Placement [Member] | Placement Agents [Member] | |||||||||
Class Of Warrant Or Right [Line Items] | |||||||||
Estimated fair value of warrants | $ 300 | ||||||||
Warrants issued | 200,000 | ||||||||
Subsequent Financing [Member] | |||||||||
Class Of Warrant Or Right [Line Items] | |||||||||
Warrants issued | 1,002,507 | ||||||||
Exercise Price | $ 4 | $ 4.98 | |||||||
Private Placement and Subsequent Financing [Member] | |||||||||
Class Of Warrant Or Right [Line Items] | |||||||||
Common stock warrant liability | $ 5,000 |
Warrants - Outstanding Warrants
Warrants - Outstanding Warrants To Purchase Common Stock Warrants (Detail) - $ / shares | 9 Months Ended | ||||||
Sep. 30, 2016 | Sep. 26, 2016 | Sep. 25, 2016 | Jun. 15, 2016 | Apr. 14, 2016 | Jan. 30, 2015 | ||
Class Of Warrant Or Right [Line Items] | |||||||
Number of Shares Underlying Warrants | 1,002,507 | ||||||
Private Placement [Member] | |||||||
Class Of Warrant Or Right [Line Items] | |||||||
Exercise Price | $ 4 | $ 4.98 | |||||
Number of Shares Underlying Warrants | 1,775,580 | 1,975,580 | |||||
Private Placement [Member] | Accredited Investors [Member] | |||||||
Class Of Warrant Or Right [Line Items] | |||||||
Number of Shares Underlying Warrants | 1,775,580 | ||||||
Private Placement [Member] | Placement Agents [Member] | |||||||
Class Of Warrant Or Right [Line Items] | |||||||
Number of Shares Underlying Warrants | 200,000 | ||||||
Subsequent Financing [Member] | |||||||
Class Of Warrant Or Right [Line Items] | |||||||
Exercise Price | $ 4 | 4.98 | |||||
Number of Shares Underlying Warrants | 1,002,507 | ||||||
Common Stock [Member] | |||||||
Class Of Warrant Or Right [Line Items] | |||||||
Exercise Price | $ 6.96 | ||||||
Number of Shares Underlying Warrants | 3,261,502 | ||||||
Common Stock [Member] | Class Of Warrant Or Right Issued on November 2006 [Member] | |||||||
Class Of Warrant Or Right [Line Items] | |||||||
Issue Date | 2006-11 | ||||||
Original Term | 10 years | ||||||
Exercise Price | $ 31.72 | ||||||
Number of Shares Underlying Warrants | 1,576 | ||||||
Common Stock [Member] | Class Of Warrant Or Right Issued on February 2008 [Member] | |||||||
Class Of Warrant Or Right [Line Items] | |||||||
Issue Date | 2008-02 | ||||||
Original Term | 10 years | ||||||
Exercise Price | $ 35.07 | ||||||
Number of Shares Underlying Warrants | 22,792 | ||||||
Common Stock [Member] | Class Of Warrant Or Right Issued on August 2009 [Member] | |||||||
Class Of Warrant Or Right [Line Items] | |||||||
Issue Date | 2009-08 | ||||||
Original Term | 10 years | ||||||
Exercise Price | $ 21.78 | ||||||
Number of Shares Underlying Warrants | 33,473 | ||||||
Common Stock [Member] | Class Of Warrant Or Right Issued on July 2010 [Member] | |||||||
Class Of Warrant Or Right [Line Items] | |||||||
Issue Date | 2010-07 | ||||||
Original Term | 9 years | ||||||
Exercise Price | $ 21.78 | ||||||
Number of Shares Underlying Warrants | 6,694 | ||||||
Common Stock [Member] | Class Of Warrant Or Right Issued on December 2010 [Member] | |||||||
Class Of Warrant Or Right [Line Items] | |||||||
Issue Date | 2010-12 | ||||||
Original Term | 7 years | ||||||
Exercise Price | $ 21.78 | ||||||
Number of Shares Underlying Warrants | 17,215 | ||||||
Common Stock [Member] | Class Of Warrant Or Right Issued on August 2012 [Member] | |||||||
Class Of Warrant Or Right [Line Items] | |||||||
Issue Date | 2012-08 | ||||||
Original Term | 7 years | ||||||
Exercise Price | $ 21.78 | ||||||
Number of Shares Underlying Warrants | 167,182 | ||||||
Common Stock [Member] | Class Of Warrant Or Right Issued on January 2015 [Member] | |||||||
Class Of Warrant Or Right [Line Items] | |||||||
Issue Date | 2015-01 | ||||||
Original Term | 5 years | ||||||
Exercise Price | $ 6.96 | ||||||
Number of Shares Underlying Warrants | 34,483 | ||||||
Common Stock [Member] | Private Placement [Member] | Accredited Investors [Member] | |||||||
Class Of Warrant Or Right [Line Items] | |||||||
Exercise Price | $ 4 | 4.98 | |||||
Common Stock [Member] | Private Placement [Member] | Accredited Investors [Member] | Class Of Warrant Or Right Issued on April 2016 [Member] | |||||||
Class Of Warrant Or Right [Line Items] | |||||||
Issue Date | [1] | 2016-04 | |||||
Original Term | [1] | 7 years | |||||
Exercise Price | [1] | $ 4 | |||||
Number of Shares Underlying Warrants | [1] | 1,775,580 | |||||
Common Stock [Member] | Private Placement [Member] | Placement Agents [Member] | Class Of Warrant Or Right Issued on April 2016 [Member] | |||||||
Class Of Warrant Or Right [Line Items] | |||||||
Issue Date | [2] | 2016-04 | |||||
Original Term | [2] | 5 years | |||||
Exercise Price | [2] | $ 3.99 | |||||
Number of Shares Underlying Warrants | [2] | 200,000 | |||||
Common Stock [Member] | Subsequent Financing [Member] | |||||||
Class Of Warrant Or Right [Line Items] | |||||||
Exercise Price | $ 4 | $ 4.98 | |||||
Common Stock [Member] | Subsequent Financing [Member] | Class Of Warrant Or Right Issued on June 2016 [Member] | |||||||
Class Of Warrant Or Right [Line Items] | |||||||
Issue Date | [3] | 2016-06 | |||||
Original Term | [3] | 7 years | |||||
Exercise Price | [3] | $ 4 | |||||
Number of Shares Underlying Warrants | [3] | 1,002,507 | |||||
[1] | Issued on April 14, 2016 in connection with the Private Placement to certain accredited investors. The exercise price was reset from $4.98 to $4.00 as a result of the Public Offering that closed on September 26, 2016. In accordance with the anti-dilution provisions, the exercise price of the warrants issued in connection with the Private Placement reset from $4.98 per share to $4.00 per share, which was the price paid by investors in the Public Offering, which closed on September 26, 2016. | ||||||
[2] | Issued on April 14, 2016 in connection with the Private Placement to placement agents. | ||||||
[3] | Issued on June 15, 2016 in connection with the Subsequent Financing. The exercise price was reset from $4.98 to $4.00 as a result of the Public Offering that closed on September 26, 2016. In accordance with the anti-dilution provisions, the exercise price of the warrants issued in connection with the Subsequent Financing reset from $4.98 per share to $4.00 per share, which was the price paid by investors in the Public Offering, which closed on September 26, 2016. |
Warrants - Outstanding Warran64
Warrants - Outstanding Warrants To Purchase Common Stock Warrants (Parenthetical) (Detail) - $ / shares | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 26, 2016 | Sep. 25, 2016 | Jan. 30, 2015 | |
Private Placement [Member] | ||||
Class Of Warrant Or Right [Line Items] | ||||
Exercise Price | $ 4 | $ 4.98 | ||
Subsequent Financing [Member] | ||||
Class Of Warrant Or Right [Line Items] | ||||
Exercise Price | 4 | 4.98 | ||
Common Stock [Member] | ||||
Class Of Warrant Or Right [Line Items] | ||||
Exercise Price | $ 6.96 | |||
Common Stock [Member] | Private Placement [Member] | Accredited Investors [Member] | ||||
Class Of Warrant Or Right [Line Items] | ||||
Warrants, issued date | Apr. 14, 2016 | |||
Exercise Price | 4 | 4.98 | ||
Common Stock [Member] | Private Placement [Member] | Placement Agents [Member] | ||||
Class Of Warrant Or Right [Line Items] | ||||
Warrants, issued date | Apr. 14, 2016 | |||
Common Stock [Member] | Subsequent Financing [Member] | ||||
Class Of Warrant Or Right [Line Items] | ||||
Warrants, issued date | Jun. 15, 2016 | |||
Exercise Price | $ 4 | $ 4.98 |
Stock Incentive Plans - Additio
Stock Incentive Plans - Additional Information (Detail) - USD ($) | Jul. 02, 2016 | Jan. 02, 2014 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Apr. 21, 2016 | Jan. 01, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Weighted average fair value of options to purchase common stock granted | $ 2.18 | $ 2.81 | $ 2.08 | $ 2.63 | ||||
Share-based compensation expense, tax benefit recognized | $ 0 | |||||||
Share-based compensation costs, capitalized | 0 | |||||||
Total unrecognized stock-based compensation expense related to stock options and RSUs | $ 2,000,000 | $ 2,000,000 | ||||||
Non-vested stock options and RSUs weighted average remaining period of recognition | 2 years 3 months 29 days | |||||||
Restricted Stock Units (RSUs) [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Total unrecognized stock-based compensation expense related to stock options and RSUs | $ 1,400,000 | $ 1,400,000 | ||||||
Non-vested stock options and RSUs weighted average remaining period of recognition | 3 years 18 days | |||||||
2014 Equity Incentive Plan [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Shares reserved for issuance of common stock | 838,695 | 838,695 | 357,075 | |||||
Outstanding shares of common stock, in percentage | 4.00% | |||||||
Fair market value of Company's common stock | $ 3.55 | $ 3.55 | ||||||
2014 Equity Incentive Plan [Member] | Maximum [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Maximum number of shares may be added to the plan hereunder | 865,252 | |||||||
2016 Inducement Plan [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Maximum number of common stock shares that might be granted | 155,500 | |||||||
2014 Employee Stock Purchase Plan [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Aggregate proceeds from the issuance of shares | $ 100,000 | |||||||
Shares issued under ESPP | 35,024 | |||||||
Applicable exercise date an offering period shall be equal to percentage of the lesser of fair market value of common stock | 85.00% |
Stock Incentive Plans - Summary
Stock Incentive Plans - Summary of Option Activity and Related Information (Detail) - 2014 Equity Incentive Plan [Member] | 9 Months Ended |
Sep. 30, 2016$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares Underlying Stock Options Outstanding, Beginning Balance | shares | 1,577,317 |
Shares Underlying Stock Options Outstanding, Granted | shares | 558,170 |
Shares Underlying Stock Options Outstanding, Exercised | shares | (2,770) |
Shares Underlying Stock Options Outstanding, Forfeited | shares | (215,087) |
Shares Underlying Stock Options Outstanding, Expired | shares | (66,398) |
Shares Underlying Stock Options Outstanding, Ending Balance | shares | 1,851,232 |
Weighted-average Exercise Price, Beginning Balance | $ / shares | $ 6.87 |
Weighted-average Exercise Price, Granted | $ / shares | 5 |
Weighted-average Exercise Price, Exercised | $ / shares | 3.14 |
Weighted-average Exercise Price, Forfeited | $ / shares | 6.90 |
Weighted-average Exercise Price, Expired | $ / shares | 9.87 |
Weighted-average Exercise Price, Ending Balance | $ / shares | $ 6.20 |
Stock Incentive Plans - Summa67
Stock Incentive Plans - Summary of Options Outstanding Vested and Expected to Vest (Detail) - 2014 Equity Incentive Plan [Member] $ / shares in Units, $ in Thousands | 9 Months Ended |
Sep. 30, 2016USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of Shares Issued, Vested | shares | 952,608 |
Number of Shares Issued, Expected to vest | shares | 767,518 |
Number of Shares Issued, Total | shares | 1,720,126 |
Weighted-average Exercise Price, Vested | $ / shares | $ 5.99 |
Weighted-average Exercise Price, Expected to vest | $ / shares | 6.42 |
Weighted-average Exercise Price, Total | $ / shares | $ 6.18 |
Weighted-average Contractual Life (Years), Vested | 6 years 6 months 15 days |
Weighted-average Contractual Life (Years), Expected to vest | 8 years 10 months 13 days |
Weighted-average Contractual Life (Years), Total | 7 years 6 months 29 days |
Aggregate Intrinsic Value, Vested | $ | $ 678 |
Aggregate Intrinsic Value, Expected to vest | $ | 7 |
Aggregate Intrinsic Value, Total | $ | $ 685 |
Stock Incentive Plans - Summa68
Stock Incentive Plans - Summary of Unvested RSU Activity (Detail) - Restricted Stock Units (RSUs) [Member] - 2014 Equity Incentive Plan and 2016 Inducement Plan [Member] | 9 Months Ended |
Sep. 30, 2016$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of Shares, Unvested beginning balance | shares | 106,200 |
Number of Shares, Granted | shares | 287,900 |
Number of Shares, Vested | shares | (26,550) |
Number of Shares, Forfeited | shares | (53,485) |
Number of Shares, Unvested ending balance | shares | 314,065 |
Weighted Average Grant- Date Fair Value, Unvested beginning balance | $ / shares | $ 6.49 |
Weighted Average Grant- Date Fair Value, Granted | $ / shares | 5.50 |
Weighted Average Grant- Date Fair Value, Vested | $ / shares | 6.49 |
Weighted Average Grant- Date Fair Value, Forfeited | $ / shares | 5.88 |
Weighted Average Grant- Date Fair Value, Unvested ending balance | $ / shares | $ 5.69 |
Stock Incentive Plans - Summa69
Stock Incentive Plans - Summary of Shares Available for Grant (Detail) - 2014 Equity Incentive Plan and 2016 Inducement Plan [Member] | 9 Months Ended |
Sep. 30, 2016shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares Available for Grant, Beginning Balance | 404,692 |
Shares Available for Grant, Additional shares authorized for options and RSUs | 498,075 |
Shares Available for Grant, Granted | (558,170) |
Shares Available for Grant, Forfeited | 215,087 |
Shares Available for Grant, Expired | 66,398 |
Shares Available for Grant, Ending Balance | 391,667 |
Restricted Stock Units (RSUs) [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
RSUs granted | (287,900) |
RSUs forfeited | 53,485 |
Stock Incentive Plans - Weighte
Stock Incentive Plans - Weighted-Average Assumptions Used to Estimated Fair Value of Share-Based Awards (Detail) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Employee Stock Purchase Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected term (in years) | 6 months | 6 months | 6 months | 6 months |
Expected volatility | 54.48% | 39.10% | 61.18% | 35.61% |
Risk-free interest rate | 0.37% | 0.11% | 0.45% | 0.11% |
Expected dividend yield | 0.00% | 0.00% | 0.00% | 0.00% |
Shares of common stock subject to outstanding options [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected term (in years) | 5 years 6 months | 6 years | 5 years 10 months 24 days | 6 years |
Expected volatility | 46.27% | 39.10% | 41.80% | 40.74% |
Risk-free interest rate | 1.20% | 1.90% | 1.52% | 1.87% |
Expected dividend yield | 0.00% | 0.00% | 0.00% | 0.00% |
Stock Incentive Plans - Summa71
Stock Incentive Plans - Summary of Expense Relating to Employee and Nonemployee Stock-Based Payment Awards from Stock Options and RSUs (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Share based compensation, Total expensed | $ 530 | $ 336 | $ 1,511 | $ 1,028 |
Cost of testing [Member] | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Share based compensation, Total expensed | 38 | 22 | 105 | 91 |
Research and Development Expense [Member] | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Share based compensation, Total expensed | 109 | 79 | 321 | 215 |
Sales and marketing [Member] | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Share based compensation, Total expensed | 47 | 37 | 118 | 93 |
General and administrative [Member] | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Share based compensation, Total expensed | $ 336 | $ 198 | $ 967 | $ 629 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Income Tax Disclosure [Abstract] | ||||
Benefit for income taxes | $ (449) | $ 0 | $ (888) | $ 0 |
Income tax benefit due to the reversal of net deferred tax liabilities | $ 400 | $ 900 |
Segment Reporting - Additional
Segment Reporting - Additional Information (Detail) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2016USD ($) | Sep. 30, 2016USD ($)Segment | |
Segment Reporting [Abstract] | ||
Number of reportable segments | Segment | 2 | |
Intersegment sales | $ | $ 0 | $ 0 |
Segment Reporting - Operating R
Segment Reporting - Operating Results of Reportable Segments (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Segment Reporting Information [Line Items] | |||||
Net revenues | $ 12,475 | $ 7,151 | $ 29,771 | $ 21,496 | |
Operating loss | (4,933) | (3,193) | (18,471) | (7,469) | |
Depreciation and amortization | 1,068 | 217 | 2,172 | 575 | |
Total assets | 102,092 | 102,092 | $ 55,638 | ||
CareDx [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Net revenues | 8,721 | 7,151 | 22,543 | 21,496 | |
Operating loss | (2,910) | (3,193) | (14,724) | (7,469) | |
Depreciation and amortization | 301 | 217 | 861 | 575 | |
Total assets | 47,455 | 47,455 | 55,638 | ||
Olerup [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Net revenues | 3,754 | 0 | 7,228 | 0 | |
Operating loss | (2,023) | 0 | (3,747) | 0 | |
Depreciation and amortization | 767 | $ 0 | 1,311 | $ 0 | |
Total assets | $ 54,637 | $ 54,637 | $ 0 |
Segment Reporting - Reportable
Segment Reporting - Reportable Revenues by Geographic Regions (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Segment Reporting Information [Line Items] | ||||
Net revenues | $ 12,475 | $ 7,151 | $ 29,771 | $ 21,496 |
United States [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | 10,007 | 7,151 | 26,149 | 21,496 |
Europe, Middle East and Africa [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | 2,313 | 0 | 3,168 | 0 |
Latin America and Canada [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | $ 155 | $ 0 | $ 454 | $ 0 |
Segment Reporting - Long-Lived
Segment Reporting - Long-Lived Assets Consisting of Property and Equipment, Net by Geographic Regions (Detail) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Segment Reporting Information [Line Items] | ||
Long-lived assets | $ 3,305 | $ 2,425 |
United States [Member] | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets | 2,184 | 2,425 |
Europe [Member] | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets | $ 1,121 | $ 0 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) $ in Thousands | Jun. 15, 2016 | Apr. 14, 2016 | Sep. 30, 2016 | Sep. 30, 2015 |
Related Party Transaction [Line Items] | ||||
Proceeds from private placement and subsequent financing, net of issuance costs | $ 20,625 | $ 0 | ||
Aggregate payment of Placement agent, escrow agents and legal fees | $ 1,800 | |||
FastPartner AB [Member] | ||||
Related Party Transaction [Line Items] | ||||
Common stock shares issued under private placement | 566,962 | |||
Midroc Invest AB [Member] | ||||
Related Party Transaction [Line Items] | ||||
Common stock shares issued under private placement | 636,838 | |||
Xenella Holding AB [Member] | ||||
Related Party Transaction [Line Items] | ||||
Common stock shares issued under private placement | 162,928 | |||
Private Placement [Member] | ||||
Related Party Transaction [Line Items] | ||||
Common stock shares issued under private placement | 334,169 | 591,860 | ||
Proceeds from private placement and subsequent financing, net of issuance costs | $ 8,000 | $ 14,200 |