Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Mar. 04, 2019 | Jun. 30, 2018 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2018 | ||
Document Fiscal Year Focus | 2,018 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | CDNA | ||
Entity Registrant Name | CareDx, Inc. | ||
Entity Central Index Key | 1,217,234 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Accelerated Filer | ||
Entity Emerging Growth Company | true | ||
Entity Small Business | true | ||
Entity Ex Transition Period | true | ||
Entity Shell Company | false | ||
Entity Common Stock, Shares Outstanding | 41,728,442 | ||
Entity Public Float | $ 321,787,874 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 64,616 | $ 16,895 |
Accounts receivable | 9,760 | 2,991 |
Inventory | 4,943 | 5,529 |
Prepaid and other assets | 1,795 | 1,352 |
Total current assets | 81,114 | 26,767 |
Property and equipment, net | 4,134 | 2,075 |
Intangible assets, net | 33,252 | 33,139 |
Goodwill | 12,005 | 12,005 |
Restricted cash | 192 | 9,579 |
Total assets | 130,697 | 83,565 |
Current liabilities: | ||
Accounts payable | 4,711 | 3,391 |
Accrued compensation | 9,156 | 5,013 |
Accrued and other liabilities | 5,408 | 3,735 |
Deferred revenue | 39 | 39 |
Deferred purchase consideration | 190 | 407 |
Derivative liability | 0 | 14,600 |
Current portion of long-term debt | 0 | 15,721 |
Total current liabilities | 19,504 | 42,906 |
Deferred rent, net of current portion | 470 | 913 |
Deferred revenue, net of current portion | 691 | 730 |
Deferred tax liability | 2,968 | 4,933 |
Long-term debt, net of current portion | 0 | 18,338 |
Contingent consideration | 0 | 1,672 |
Common stock warrant liability | 10,003 | 18,712 |
Other liabilities | 1,133 | 1,315 |
Total liabilities | 34,769 | 89,519 |
Commitments and contingencies (Note 8) | 0 | |
Stockholders’ equity (deficit): | ||
Preferred stock: $0.001 par value; 10,000,000 shares authorized at December 31, 2018 and 2017; no shares issued and outstanding at December 31, 2018 and 2017 | 0 | 0 |
Common stock: $0.001 par value; 100,000,000 shares authorized at December 31, 2018 and 2017; 41,384,960 and 28,825,019 shares issued and outstanding at December 31, 2018 and 2017, respectively | 41 | 29 |
Additional paid-in capital | 412,010 | 264,204 |
Accumulated other comprehensive loss | (4,278) | (2,345) |
Accumulated deficit | (311,845) | (268,022) |
Total CareDx, Inc. stockholders’ equity (deficit) | 95,928 | (6,134) |
Noncontrolling interest | 0 | 180 |
Total stockholders’ equity (deficit) | 95,928 | (5,954) |
Total liabilities and stockholders’ equity (deficit) | $ 130,697 | $ 83,565 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2018 | Dec. 31, 2017 |
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 | 41,384,960 | 28,825,019 |
Common stock, shares outstanding | 41,384,960 | 28,825,019 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Revenue: | |||
Total revenue | $ 76,569,000 | $ 48,324,000 | $ 40,631,000 |
Operating expenses: | |||
Research and development | 14,514,000 | 12,388,000 | 12,385,000 |
Sales and marketing | 21,670,000 | 12,808,000 | 11,166,000 |
General and administrative | 21,959,000 | 18,913,000 | 20,725,000 |
Goodwill impairment | 0 | 1,958,000 | 13,021,000 |
Change in estimated fair value of contingent consideration | 1,017,000 | 1,180,000 | (456,000) |
Total operating expenses | 92,147,000 | 68,618,000 | 77,963,000 |
Loss from operations | (15,578,000) | (20,294,000) | (37,332,000) |
Interest expense, net | (3,701,000) | (5,863,000) | (1,860,000) |
Debt extinguishment expenses | (5,780,000) | (459,000) | 0 |
Other expense, net | (178,000) | (1,031,000) | (1,920,000) |
Change in estimated fair value of common stock warrant and derivative liabilities | (22,978,000) | (29,622,000) | (250,000) |
Loss before income taxes | (48,215,000) | (57,269,000) | (41,362,000) |
Income tax benefit | 1,434,000 | 1,709,000 | 1,606,000 |
Net loss | (46,781,000) | (55,560,000) | (39,756,000) |
Net loss attributable to noncontrolling interest | (25,000) | (91,000) | (287,000) |
Net loss attributable to CareDx, Inc. | $ (46,756,000) | $ (55,469,000) | $ (39,469,000) |
Net loss per share attributable to CareDx, Inc. (Note 3): | |||
Basic | $ (1.31) | $ (2.38) | $ (2.39) |
Diluted | $ (1.31) | $ (2.38) | $ (2.39) |
Weighted-average shares used to compute net loss per share attributable to CareDx, Inc.: | |||
Basic | 35,638,956 | 23,332,503 | 16,496,911 |
Diluted | 35,638,956 | 23,332,503 | 16,496,911 |
Testing Services [Member] | |||
Revenue: | |||
Total revenue | $ 60,300,000 | $ 33,106,000 | $ 29,680,000 |
Operating expenses: | |||
Cost of testing services and product | 21,456,000 | 12,345,000 | 10,882,000 |
Product [Member] | |||
Revenue: | |||
Total revenue | 15,674,000 | 14,634,000 | 10,715,000 |
Operating expenses: | |||
Cost of testing services and product | 11,531,000 | 9,026,000 | 10,240,000 |
License and Other [Member] | |||
Revenue: | |||
Total revenue | $ 595,000 | $ 584,000 | $ 236,000 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Statement Of Income And Comprehensive Income [Abstract] | |||
Net loss | $ (46,781) | $ (55,560) | $ (39,756) |
Other comprehensive loss: | |||
Foreign currency translation adjustments, net of tax | (1,933) | 1,306 | (3,727) |
Net Comprehensive loss | (48,714) | (54,254) | (43,483) |
Comprehensive loss attributable to noncontrolling interest, net of tax | (25) | (99) | (355) |
Comprehensive loss attributable to CareDx, Inc. | $ (48,689) | $ (54,155) | $ (43,128) |
Consolidated Statements of Conv
Consolidated Statements of Convertible Preferred Stock and Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Total | Employee [Member] | Non-Employee [Member] | Convertible Preferred Stock [Member] | Convertible Preferred Stock [Member]Employee [Member] | Convertible Preferred Stock [Member]Non-Employee [Member] | Common Stock [Member] | Common Stock [Member]Employee [Member] | Common Stock [Member]Non-Employee [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member]Employee [Member] | Additional Paid-in Capital [Member]Non-Employee [Member] | Accumulated Other Comprehensive Income [Member] | Accumulated Other Comprehensive Income [Member]Employee [Member] | Accumulated Other Comprehensive Income [Member]Non-Employee [Member] | Accumulated Deficit [Member] | Accumulated Deficit [Member]Employee [Member] | Accumulated Deficit [Member]Non-Employee [Member] | Noncontrolling Interest [Member] | Noncontrolling Interest [Member]Employee [Member] | Noncontrolling Interest [Member]Non-Employee [Member] |
Beginning Balance at Dec. 31, 2015 | $ 29,494 | $ 0 | $ 12 | $ 202,566 | $ 0 | $ (173,084) | $ 0 | ||||||||||||||
Beginning Balance, Shares at Dec. 31, 2015 | 0 | 11,902,363 | |||||||||||||||||||
Issuance of common stock in connection with business acquisition | 7,205 | $ 0 | $ 1 | 7,204 | 0 | 0 | 0 | ||||||||||||||
Issuance of common stock in connection with business acquisition, Shares | 0 | 1,375,029 | |||||||||||||||||||
Issuance of preferred stock through private placement and subsequent financing | 13,064 | $ 5 | $ 0 | 13,064 | 0 | 0 | 0 | ||||||||||||||
Issuance of preferred stock through private placement and subsequent financing, Shares | 4,630,145 | 0 | |||||||||||||||||||
Conversion of convertible private placement and subsequent financing preferred stock to common stock | 5 | $ (5) | $ 5 | 0 | 0 | 0 | 0 | ||||||||||||||
Conversion of convertible private placement and subsequent financing preferred stock and debt to common stock, Shares | (4,630,145) | 4,630,145 | |||||||||||||||||||
Issuance of common stock through private placement and subsequent financing | 2,596 | $ 0 | $ 1 | 2,595 | 0 | 0 | 0 | ||||||||||||||
Issuance of common stock through private placement and subsequent financing, Shares | 0 | 926,029 | |||||||||||||||||||
Issuance of common stock upon initial public offering, net of offering costs | 7,925 | $ 0 | $ 2 | 7,923 | 0 | 0 | 0 | ||||||||||||||
Issuance of common stock upon initial public offering, net of offering costs, Shares | 0 | 2,283,392 | |||||||||||||||||||
Issuance of common stock under equity incentive plans | 304 | $ 0 | $ 0 | 304 | 0 | 0 | 0 | ||||||||||||||
Issuance of common stock under equity incentive plans, Shares | 0 | 93,806 | |||||||||||||||||||
Issuance of common stock for Board of Director services | 304 | $ 0 | $ 0 | 304 | 0 | 0 | 0 | ||||||||||||||
Issuance of common stock for Board of Director services, Shares | 0 | 61,921 | |||||||||||||||||||
Issuance of common stock for cash upon exercise of stock options | 19 | $ 0 | $ 0 | 19 | 0 | 0 | 0 | ||||||||||||||
Issuance of common stock for cash upon exercise of stock options, Shares | 0 | 5,688 | |||||||||||||||||||
Employee and non-employee share-based compensation expense | 1,694 | $ 0 | $ 0 | 1,694 | 0 | 0 | 0 | ||||||||||||||
Noncontrolling interest upon acquisition | 634 | 0 | 0 | 0 | 0 | 0 | 634 | ||||||||||||||
Foreign currency translation adjustment | (3,727) | 0 | 0 | 0 | (3,659) | 0 | (68) | ||||||||||||||
Net loss | (39,756) | 0 | 0 | 0 | 0 | (39,469) | (287) | ||||||||||||||
Ending Balance at Dec. 31, 2016 | 19,761 | $ 0 | $ 21 | 235,673 | (3,659) | (212,553) | 279 | ||||||||||||||
Ending Balance, Shares at Dec. 31, 2016 | 0 | 21,278,373 | |||||||||||||||||||
Issuance of common stock in connection with business acquisition | 1,146 | $ 0 | $ 2 | 1,144 | 0 | 0 | 0 | ||||||||||||||
Issuance of common stock in connection with business acquisition, Shares | 0 | 1,022,544 | |||||||||||||||||||
Conversion of convertible debt to common stock | 1,676 | $ 0 | $ 0 | 1,676 | 0 | 0 | 0 | ||||||||||||||
Conversion of convertible private placement and subsequent financing preferred stock and debt to common stock, Shares | 0 | 288,022 | |||||||||||||||||||
Issuance of common stock upon initial public offering, net of offering costs | 18,329 | $ 0 | $ 6 | 18,323 | 0 | 0 | 0 | ||||||||||||||
Issuance of common stock upon initial public offering, net of offering costs, Shares | 0 | 4,992,840 | |||||||||||||||||||
Issuance of common stock under employee benefit plans | 94 | $ 0 | $ 0 | 94 | 0 | 0 | 0 | ||||||||||||||
Issuance of common stock under employee benefit plans, Shares | 0 | 166,067 | |||||||||||||||||||
Issuance of common stock for Board of Director services | 245 | $ 0 | $ 0 | 245 | 0 | 0 | 0 | ||||||||||||||
Issuance of common stock for Board of Director services, Shares | 0 | 115,948 | |||||||||||||||||||
Issuance of common stock for cash upon exercise of stock options | 262 | $ 0 | $ 0 | 262 | 0 | 0 | 0 | ||||||||||||||
Issuance of common stock for cash upon exercise of stock options, Shares | 0 | 70,809 | |||||||||||||||||||
Issuance of common stock for cash upon exercise of warrants | 989 | $ 0 | $ 0 | 989 | 0 | 0 | 0 | ||||||||||||||
Issuance of common stock for cash upon exercise of warrants, Shares | 0 | 890,416 | |||||||||||||||||||
Issuance of common stock upon exercise of warrants | 4,306 | $ 0 | $ 0 | 4,306 | 0 | 0 | 0 | ||||||||||||||
Employee and non-employee share-based compensation expense | 1,492 | 0 | 0 | 1,492 | 0 | 0 | 0 | ||||||||||||||
Foreign currency translation adjustment | 1,306 | 0 | 0 | 0 | 1,314 | 0 | (8) | ||||||||||||||
Net loss | (55,560) | 0 | 0 | 0 | 0 | (55,469) | (91) | ||||||||||||||
Ending Balance at Dec. 31, 2017 | (5,954) | $ 0 | $ 29 | 264,204 | (2,345) | (268,022) | 180 | ||||||||||||||
Ending Balance, Shares at Dec. 31, 2017 | 0 | 28,825,019 | |||||||||||||||||||
Adoption of ASC 606 | ASU 2014-09 [Member] | 2,933 | $ 0 | $ 0 | 0 | 0 | 2,933 | 0 | ||||||||||||||
Reclassification of warrants from liability to equity | 6,550 | 0 | 0 | 6,550 | 0 | 0 | 0 | ||||||||||||||
Issuance of common stock in connection with business acquisition | 2,689 | 0 | $ 0 | 2,689 | 0 | 0 | 0 | ||||||||||||||
Issuance of common stock in connection with business acquisition, Shares | 227,848 | ||||||||||||||||||||
Conversion of convertible debt to common stock | 38,852 | 0 | $ 6 | 38,846 | 0 | 0 | 0 | ||||||||||||||
Conversion of convertible private placement and subsequent financing preferred stock and debt to common stock, Shares | 6,161,331 | ||||||||||||||||||||
Issuance of common stock under ESPP | 287 | 0 | $ 0 | 287 | 0 | 0 | 0 | ||||||||||||||
Issuance of common stock under ESPP shares | 76,710 | ||||||||||||||||||||
RSU settlements, net of shares whithheld | (698) | 0 | $ 0 | (698) | 0 | 0 | 0 | ||||||||||||||
RSU settlements, net of shares whithheld shares | 178,150 | ||||||||||||||||||||
Issuance of common stock upon initial public offering, net of offering costs | 52,549 | 0 | $ 2 | 52,547 | 0 | 0 | 0 | ||||||||||||||
Issuance of common stock upon initial public offering, net of offering costs, Shares | 2,300,000 | ||||||||||||||||||||
Issuance of common stock for Board of Director services | 273 | 0 | $ 0 | 273 | 0 | 0 | 0 | ||||||||||||||
Issuance of common stock for Board of Director services, Shares | 50,509 | ||||||||||||||||||||
Issuance of common stock for cash upon exercise of stock options | $ 1,480 | $ 0 | $ 1 | 1,479 | 0 | 0 | 0 | ||||||||||||||
Issuance of common stock for cash upon exercise of stock options, Shares | 472,645 | 0 | 473,812 | ||||||||||||||||||
Issuance of common stock for cash upon exercise of warrants | $ 38,712 | $ 0 | $ 3 | 38,709 | 0 | 0 | 0 | ||||||||||||||
Issuance of common stock for cash upon exercise of warrants, Shares | 0 | 3,091,581 | |||||||||||||||||||
Employee and non-employee share-based compensation expense | $ 5,868 | $ 1,009 | $ 0 | $ 0 | $ 0 | $ 0 | $ 5,868 | $ 1,009 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |||||||
Noncontrolling interest upon acquisition | (692) | $ 0 | $ 0 | (537) | 0 | 0 | (155) | ||||||||||||||
Issuance of warrants in connection with Perceptive Debt | 784 | 0 | 0 | 784 | 0 | 0 | 0 | ||||||||||||||
Foreign currency translation adjustment | (1,933) | 0 | 0 | 0 | (1,933) | 0 | 0 | ||||||||||||||
Net loss | (46,781) | 0 | 0 | 0 | 0 | (46,756) | (25) | ||||||||||||||
Ending Balance at Dec. 31, 2018 | $ 95,928 | $ 0 | $ 41 | $ 412,010 | $ (4,278) | $ (311,845) | $ 0 | ||||||||||||||
Ending Balance, Shares at Dec. 31, 2018 | 0 | 41,384,960 |
Consolidated Statements of Co_2
Consolidated Statements of Convertible Preferred Stock and Stockholders' Equity (Deficit) (Parenthetical) $ in Millions | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Statement Of Stockholders Equity [Abstract] | |
Common stock, offering costs | $ 3.8 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Operating activities: | |||
Net loss | $ (46,781,000) | $ (55,560,000) | $ (39,756,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 4,215,000 | 3,759,000 | 2,920,000 |
Amortization of inventory fair market value adjustment | 234,000 | 418,000 | 4,175,000 |
Loss on disposal of property and equipment | 0 | 10,000 | 0 |
Stock-based compensation expense | 7,138,000 | 1,744,000 | 1,998,000 |
Amortization of deferred revenue | 0 | (32,000) | (45,000) |
Revaluation of warrants and derivative liabilities to estimated fair value | 22,978,000 | 29,622,000 | 250,000 |
Revaluation of contingent consideration to estimated fair value | 1,017,000 | 1,180,000 | (456,000) |
Amortization of debt discount and noncash interest expense | 2,232,000 | 3,452,000 | (101,000) |
Non-cash goodwill impairment | 0 | 1,958,000 | 13,021,000 |
Debt extinguishment expenses | 5,831,000 | 274,000 | 0 |
Changes in operating assets and liabilities: | |||
Accounts receivable | (3,967,000) | (109,000) | 1,047,000 |
Inventory | 363,000 | 1,025,000 | 492,000 |
Prepaid and other assets | (502,000) | (84,000) | 999,000 |
Accounts payable | (168,000) | 292,000 | (620,000) |
Accrued compensation | 4,291,000 | 1,065,000 | 977,000 |
Accrued royalties | 0 | (263,000) | 21,000 |
Accrued and other liabilities | 758,000 | (970,000) | (105,000) |
Change in deferred revenue | (39,000) | 0 | 0 |
Change in deferred taxes | (1,607,000) | (2,088,000) | (1,340,000) |
Net cash used in operating activities | (4,007,000) | (14,307,000) | (16,523,000) |
Investing activities: | |||
Purchase of property and equipment | (2,035,000) | (186,000) | (549,000) |
Acquisition of intangible assets | (5,202,000) | 0 | 0 |
Net cash used in investing activities | (7,929,000) | (6,105,000) | (21,121,000) |
Financing activities: | |||
Proceeds from issuance of common stock, net of issuance costs | 52,910,000 | 18,328,000 | 7,926,000 |
Proceeds from debt, net of issuance costs | 14,282,000 | 24,002,000 | 0 |
Principal payments on debt and capital lease obligations | (28,089,000) | (14,359,000) | (3,944,000) |
Change in short-term credit facility | (677,000) | 0 | 0 |
Proceeds from private placement and subsequent financing, net of issuance costs | 0 | 0 | 20,622,000 |
Proceeds from exercise of warrants | 10,998,000 | 989,000 | 0 |
Proceeds from exercise of stock options | 1,480,000 | 262,000 | 19,000 |
Proceeds from issuance of common stock under employee stock purchase plan | 287,000 | 94,000 | 304,000 |
Taxes paid related to net share settlement of restricted stock units | (698,000) | 0 | 0 |
Change in bank overdraft obligation | 0 | 63,000 | 0 |
Net cash provided by financing activities | 50,268,000 | 29,379,000 | 24,927,000 |
Effect of exchange rate changes on cash and cash equivalents | 2,000 | 106,000 | 83,000 |
Net increase (decrease) in cash, cash equivalents and restricted cash | 38,334,000 | 9,073,000 | (12,634,000) |
Cash, cash equivalents, and restricted cash at beginning of period | 26,474,000 | 17,401,000 | 30,035,000 |
Cash, cash equivalents, and restricted cash at end of period | 64,808,000 | 26,474,000 | 17,401,000 |
Supplemental disclosures of cash information | |||
Cash paid for interest | 1,774,000 | 3,270,000 | 867,000 |
Supplemental disclosures of cash flow information | |||
Shares issued in lieu of cash payment | 0 | 1,145,000 | 0 |
Deferred purchase consideration | 0 | 0 | 5,700,000 |
Accrued interest capitalized to debt principal | 0 | 984,000 | 0 |
Common stock issued for acquisition | 0 | 0 | 7,205,000 |
Debt assumed as part of acquisition | 0 | 0 | 13,421,000 |
Conversion of convertible private placement and subsequent financing preferred stock to common stock | 0 | 0 | 13,064,000 |
Issuance of common stock upon conversion of convertible debt | 38,852,000 | 0 | 0 |
Offering costs included in accounts payable | 361,000 | 0 | 0 |
ESPP shares included in accrued compensation | 341,000 | 0 | 0 |
Common stock warrants issued upon debt financing | 784,000 | 0 | 0 |
Common stock shares issued for contingent consideration | 2,689,000 | 0 | 0 |
Conexio [Member] | |||
Investing activities: | |||
Acquisition of business, net of cash acquired | 0 | (515,000) | 0 |
Financing activities: | |||
Contingent payments related to the acquisition of Conexio Genomics Pty Ltd. | (225,000) | 0 | 0 |
Allenex AB [Member] | |||
Investing activities: | |||
Acquisition of business and noncontrolling interests, net of cash acquired | $ (692,000) | $ (5,404,000) | $ (20,572,000) |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Cash, Cash Equivalents and Restricted Cash as of: | ||||
Cash and cash equivalents | $ 64,616 | $ 16,895 | $ 17,258 | |
Restricted cash | 192 | 9,579 | 143 | |
Total cash, cash equivalents, and restricted cash at the end of the period | $ 64,808 | $ 26,474 | $ 17,401 | $ 30,035 |
Organization and Description of
Organization and Description of Business | 12 Months Ended |
Dec. 31, 2018 | |
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 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 solutions for transplant patients. In diagnostic testing services, the Company offers AlloMap, which is a gene expression solution for heart transplant patients and AlloSure, which is a donor-derived cell-free DNA (“dd-cfDNA”) solution initially used for kidney transplant patients. The Company also offers 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. Testing Services AlloMap is a covered service for Medicare beneficiaries since January 1, 2006. The 2018 the reimbursement rate for AlloMap was $3,240, which represents a 14% increase over the 2017 reimbursement rate. AlloMap has also received positive coverage decisions from many of the largest U.S. private payers. In October 2017, the Company commercially launched AlloSure, its proprietary next generation sequencing-based test that measures dd-cfDNA after transplantation. The Medicare reimbursement rate for AlloSure is $2,841. AlloSure has also received payments from private payers on a case-by-case basis, however, no positive coverage decisions have been made for AlloSure in 2018. Products Olerup SSP is used to type Human Leukocyte Antigen (“HLA”) alleles, based on the sequence specific primer (“SSP”) technology. Olerup SBT is a complete product range for sequence-based typing of HLA alleles. QTYPE enables speed and precision in HLA typing at a low to intermediate resolution for samples that require a fast turn-around-time and uses real-time polymerase chain reaction, or PCR methodology. The Company received CE mark certification for QTYPE on April of 2018. In May 2018, the Company entered into a License and Commercialization Agreement (the “License Agreement”) with Illumina, Inc. (“Illumina”), which provides the Company with worldwide distribution, development and commercialization rights to Illumina’s next generation sequencing (“NGS”) product line for use in transplantation diagnostic testing. Refer to Note 5 for additional details. In the third quarter of 2018, the Company changed its internal organizational structure and no longer operates in two reportable segments: Post-Transplant and Pre-Transplant. The Company’s Chief Operating Decision Maker (“CODM”) did not change as a result of this reorganization and continues to be the Chief Executive Officer (“CEO”) of the Company. This change is reflective of the Company’s CODM’s review of the operating performance and allocation of resources at the consolidated level. Refer to Note 16 for additional details. The Company’s headquarters are in Brisbane, California. The primary operations are in Brisbane, U.S., Stockholm, Sweden and Fremantle, Australia. 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 $ 311.8 equivalents of $64.6 million The Company may require additional financing in the future to fund working capital and the Company’s future products development. Additional financing might include issuance of equity securities, debt, or cash. There can be no assurance that the Company will be successful in acquiring additional funding at levels sufficient to fund its operations or on terms favorable to the Company. The Company believes its existing cash balance and expected revenues will be sufficient to meet its anticipated cash requirements for the next 12 months. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include the accounts of the Company and its subsidiaries. Intercompany transactions have been eliminated. In April 2016, the Company acquired 98.3% of the controlling interest of CareDx International AB, formerly Allenex AB (“Allenex”) and recorded noncontrolling interest of 1.7%. On March 15, 2018, the Company acquired the remaining noncontrolling interest in Allenex and has not reported any noncontrolling interest balances since that date. The Company recorded debt extinguishment expenses on the conversion of debt in other expense, net in its consolidated statements of operations in its Annual Report on Form 10-K for the year ended December 31, 2017 and in its Quarterly Reports on Form 10-Q in 2018. These extinguishments expenses on the conversion of debt have been reclassified from other expense, net to debt extinguishment expenses for all periods presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018. Use of Estimates The preparation of 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 consolidated financial statements and accompanying notes. On an ongoing basis, management evaluates its estimates, including those related to transaction price estimates used for testing revenue; accrued expenses for clinical studies; inventory valuation; the fair value of issued common stock warrants and embedded derivatives; the fair value of assets and liabilities acquired in a business combination or an assets acquisition (including identifiable intangible assets acquired); the fair value of contingent consideration recorded in connection with a business combination; the grant date fair value assumptions used to estimate stock-based compensation expense; income taxes; impairment of long-lived assets and indefinite-lived assets (including goodwill); and 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, 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. These financial instruments are 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 that 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 and AlloSure tests provided for patients located in the U.S. and billed to various third-party payers, and from sales of products to distributors, strategic partners and transplant laboratories in Europe, the Middle East, Africa, the U.S., Latin America and other geographic regions. The Company has not experienced any significant credit losses and does not require collateral on receivables. For the years ended December 31, 2018, 2017 and 2016, approximately 48%, 27% and 44%, respectively, of total revenue was billed to Medicare. No other payers represented more than 10% of total revenue for the years ended December 31, 2018, 2017 and 2016. As of December 31, 2018 and 2017, approximately 27% and 16%, respectively, of accounts receivable was due from Medicare. No other payer represented more than 10% of accounts receivable at either December 31, 2018 or 2017. 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. Restricted Cash As a condition of the lease agreements for certain facilities and an agreement with the State of Florida Medicaid, the Company must maintain letters of credit, minimum collateral requirements and a surety bond. These agreements are collateralized by cash. The cash used to support these arrangements of $0.2 million is classified as long-term restricted cash on the accompanying consolidated balance sheets. A restricted cash balance of $9.4 million related to the debt obligation with JGB (the “JGB Debt”) was released upon the full conversion of the JGB Debt to common stock during the three months ended March 31, 2018, and is no longer classified as restricted cash. Inventory Inventory is finished goods, work in progress, and raw materials and consists of reagent plates, testing devices, laboratory supplies, reagents and finished goods kits. Inventories are used in connection with tests performed, and kits produced and may also be used for research and product development efforts. Laboratory supplies subsequently designated for research and product development use are expensed. Obsolete or damaged inventories are written off and excluded from the physical inventory. Inventories at the Company’s Stockholm, Sweden, and Fremantle, Australia locations are stated at the lower of purchased cost, determined on an average cost basis, or net realizable value. Inventories at the Company’s other locations are stated at the lower of actual purchased cost, determined on a first-in, first-out basis, or net realizable value. Property and Equipment, net Property and equipment are stated at cost, less accumulated depreciation. Property and equipment are depreciated using the straight-line method over the estimated useful lives of the assets. The estimated useful life is generally three years for machinery, computer and office equipment, and seven years for furniture and fixtures. Leasehold improvements are amortized over the shorter of their estimated useful lives or the remaining lease term. Assets held under capital leases are recorded at the lower of the net present value of the minimum lease payments or the fair market value of the leased asset at the inception of the lease. Amortization expense is computed using the straight-line method over the shorter of the estimated useful lives of the assets or the period of the related lease. The Company capitalizes certain costs incurred for software developed or obtained for internal use. These costs include software licenses, consulting services, and direct materials, as well as employee payroll and payroll-related costs. Capitalized internal-use software costs are depreciated over three years. 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 Accounting Standard Codification (“ASC”), 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. Acquired Intangible Assets Amortizable intangible assets include customer relationships, developed technology, trademarks, contracts and acquired in-process technology assets acquired as part of a business combination. Intangible assets subject to amortization are amortized over their estimated useful lives. The Company tests amortizable intangible assets 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 amortizable intangible assets 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 Goodwill, Intangible Assets and Long-lived Assets Goodwill Goodwill recorded in a business combination is not subject to amortization. Instead, it is tested for impairment on an annual basis and whenever events or changes in circumstances indicate its carrying amount may not be recoverable. The Company’s annual impairment test date is December 1 st When necessary, to determine the reporting unit’s fair value under the quantitative approach, the Company uses a combination of income and market approaches, such as estimated discounted future cash flows of that reporting unit, multiples of earnings or revenues, and analysis of recent sales or offerings of comparable entities. The Company also considers its market capitalization on the date of the analysis to ensure the reasonableness of the reporting unit’s fair value. In the third quarter of 2018, the Company changed its reportable segments and reporting units. During that period, the Company determined that it operates in one reportable segment and one reporting unit. Prior to September 30, 2018 the Company had two reporting units – Post and Pre-transplant. The Company recorded goodwill impairment charges of $13.0 million and $2.0 million for the periods ended December 31, 2016 and December 31, 2017, respectively. The impairment charges resulted in full impairment of goodwill related to the Company’s former Pre-transplant reporting unit as of March 31, 2017. No goodwill impairment related to former Post-transplant reporting unit was recorded in prior periods. See Note 6 for additional discussion regarding the impairment charge recorded. In connection with the Company’s annual goodwill assessment on December 1, 2018, the Company performed a qualitative assessment taking into consideration past, current and projected future earnings, recent trends and market conditions; and its market capitalization. Based on this analysis, the Company concluded that it was more likely than not that the fair value of the reporting unit exceeded its carrying amount. As such, it was not necessary to perform the quantitative goodwill impairment assessment at that time. As of December 31, 2018, no impairment of goodwill has been identified. Intangible assets not subject to amortization The Company evaluates the carrying value of intangible assets not subject to amortization, related to acquired in-process technology assets, which are considered to be indefinite-lived until the completion or abandonment of the associated research and development efforts. Accordingly, amortization of the acquired in-process technology assets will not occur until the products reach commercialization. During the period the assets are considered indefinite-lived, they are tested for impairment on an annual basis, as well as between annual tests if the Company becomes aware of any events occurring or changes in circumstances that would indicate that the fair value of the acquired in-process technology assets are less than their carrying amounts. An impairment loss would be recorded when the fair value of an acquired in-process technology asset is less than its carrying value. If and when development is complete, which generally occurs when the products are made commercially available, the associated acquired in-process technology asset will be deemed finite-lived and will then be amortized based on its estimated useful life. As of December 31, 2018, no impairment of acquired in-process technology assets has been identified. Intangible assets and long-lived assets subject to amortization The Company evaluates its finite-lived intangible assets and its long-lived assets for indicators of possible impairment when events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company then compares the carrying amounts of the assets with the future net undiscounted cash flows expected to be generated by such asset. If an impairment exists, the Company measures the impairment 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. Fair Value of Financial Instruments Fair value is defined as the price that would be received from selling an asset or the price 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 financial instruments of the Company, including cash equivalents, accounts receivable, accounts payable and accrued liabilities, approximate fair value due to their short maturities. The carrying amount of the contingent consideration liability also represents its fair value. Common Stock Warrant Liability and Derivative Liabilities Common Stock Warrant Liability On January 1, 2018, the Company adopted Accounting Standard Update (“ASU”) No. 2017-11, Accounting for Certain Financial Instruments with Down Round Features and Replacement of the Indefinite Deferral of Mandatorily Redeemable Financial Instruments of Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception. The Company determined that the common stock warrants issued to JGB (the “JGB Warrants”) meet equity classification criteria under the new standard and reclassified $6.6 million (the fair value of the JGB Warrants as of January 1, 2018) from warrant liability to equity (additional paid in capital). As of September 30, 2018, the JGB Warrants were fully exercised. The warrant issued to Perceptive Credit Holdings II, LP (“Perceptive” and such warrant the “Perceptive Tranche A Warrant”), on April 17, 2018, also met the equity classification as noted in Note 13. The new standard did not impact the classification of the other warrants included in the warrant liability balance as these financial instruments have other than down-round anti-dilution adjustments features. Outstanding warrants liabilities are remeasured each reporting period with changes in fair value recorded in change in estimated fair value of common stock warrant liability and derivative liability in the consolidated statement of operations. Refer to Note 4 for valuation methodology and assumptions used to estimate the warrant liability’s fair value. Derivative Liability The JGB Debt included certain embedded derivatives that required bifurcation, including settlement and penalty provisions. The combined embedded derivative was remeasured at each reporting period with changes recorded in change in estimated fair value of common stock warrant liability and derivative liabilities in the consolidated statements of operations. As of March 27, 2018, the JGB Debt was fully converted to shares of the Company’s common stock. The change in the fair market value of the derivative liability through March 27, 2018 was recorded in change in estimated fair value of common stock warrant liability and derivative liabilities in the consolidated statements of operations. On April 17, 2018, the Company entered into the Perceptive Credit Agreement, which included an embedded derivative that required bifurcation related to early repayment provisions. This embedded derivative fair value of $0.2 million was recorded as debt issuance discount. Refer to Note 10 for additional details. The derivative was remeasured at the end of each reporting period with changes recorded in change in estimated fair value of common stock warrant liability and derivative liabilities in the consolidated statements of operations. The embedded derivative liability of $0.2 million was extinguished on November 20, 2018, when the Company paid off all obligations under the Perceptive Credit Agreement. Revenue The Company recognizes revenue from testing services, products, and license and other revenue in the amount that reflects the consideration that it expects to be entitled in exchange for goods or services as it transfers control to its customers. Revenue is recorded considering a five-step model that includes identifying the contract with a customer, identifying the performance obligations in the contract, determining the transaction price, allocating the transaction price to the performance obligations, and recognizing revenue when, or as, an entity satisfies a performance obligation. Testing Services Revenue AlloMap and AlloSure patient tests are ordered by healthcare providers. The Company receives a test requisition form with payer information along with a collected patient blood sample. The Company considers the patient to be its customer and the test requisition form a contract. Testing services are performed in the Company’s laboratory. Testing services represent one performance obligation in a contract and are performed when results of the test are provided to the healthcare provider, at a point of time. The healthcare providers that order the tests and on whose behalf CareDx provides testing services are generally not responsible for the payment of these services. The first and second revenue recognition criteria are satisfied when the Company receives a test requisition form with payer information from the healthcare provider. Generally, the Company bills third-party payers upon delivery of an AlloMap or AlloSure test result to the healthcare provider. Amounts received may vary amongst payers based on coverage practices and policies of the payer. The Company has used the portfolio approach, a practical expedient under ASC Topic 606, Revenue from Contracts with Customers The Company monitors revenue estimates at each reporting period based on actual cash collections in order to assess whether a revision to the estimate is required. As of December 31, 2018, the Company had received payments of $0.5 million more than estimated as of December 31, 2017, related to tests performed in prior periods. This change in estimate was included in testing services revenue in the year ended December 31, 2018, when cash was collected. Changes in transaction price estimates are updated quarterly based on actual cash collected or changes made to contracted rates. Product Revenue Product revenue is recognized from the sale of products to end-users, distributors and strategic partners when all revenue recognition criteria are satisfied. The Company generally has a contract or a purchase order from a customer with the specified required terms of order, including the number of products ordered. Transaction prices are determinable and products are delivered and risk of loss passed to the customer upon either shipping or delivery, as per the terms of the agreement. There are no further performance obligations related to a contract and revenue is recognized at the point of delivery consistent with the terms of the contract or purchase order. License and Other Revenue The Company generates revenue from license agreements. 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 the agreements 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. The Company makes judgments to determine if performance obligations are distinct or should be combined and the transaction price allocated to each performance obligation, which affect the periods over which revenue is recognized. 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 constrains variable consideration, such as milestones, if it is probable that a significant portion of revenue would be reversed. The Company’s deferred revenue relates to one performance obligation, which should be recognized over time. The Company did not recognize any revenue connected with milestones during the years ended December 31, 2018, 2017 or 2016. Cost of Testing Services Cost of testing services reflects the aggregate costs incurred in delivering the Company’s testing services. The components of cost of testing services are materials and service costs, direct labor costs, stock-based compensation, equipment and infrastructure expenses associated with testing samples, shipping, logistics and specimen processing charges to collect and transport samples, and allocated overhead including rent, information technology, equipment depreciation, utilities and royalties. Prior to adoption of the new revenue guidance, the Company recorded costs of testing associated with performing tests (except royalties) in the period when tests were performed without consideration of whether revenue was recognized in the same period. With the adoption of the new revenue standard on January 1, 2018, revenue and cost of testing services for tests performed are recognized in the same period. Royalties for licensed technology, calculated as a percentage of testing services revenues, are recorded as license fees in cost of testing services at the time the testing services 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, 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-downs of impaired, slow moving or obsolete inventory. Research and Development Expenses Research and development expenses, including clinical operations, represent costs incurred to develop diagnostic products and services, high quality evidence to support use of the Company’s tests, as well as continued efforts related to improving the Company’s existing product and service lines. These expenses include payroll and related expenses, consulting expenses, laboratory supplies, clinical studies and certain allocated expenses as well as amounts incurred under certain collaborative agreements. Research and development costs are expensed as incurred. The Company record accruals for estimated study costs comprised of work performed by contract research organizations under contract terms. 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 using the straight-line attribution method. Options subject to vesting are required to be periodically remeasured over their service performance period, which is generally the same as the vesting period. Income Taxes The Company accounts for income taxes under the liability method. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts expected to be realized. The Company assesses all material positions taken in any income tax return, including all significant uncertain positions, in all tax years that are still subject to assessment or challenge by relevant taxing authorities. The Company’s assessment of an uncertain tax position begins with the initial determination of the position’s sustainability and is measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. As of each balance sheet date, unresolved uncertain tax positions must be reassessed, and the Company will determine whether (i) the factors underlying the sustainability assertion have changed and (ii) the amount of the recognized tax benefit is still appropriate. The recognition and measurement of tax benefits requires significant judgment. Judgments concerning the recognition and measurement of a tax benefit may change as new information becomes available. Foreign Currency Translation The functional currency of the Company’s foreign subsidiaries is the local currency for each entity, including the Swedish Krona, Australian dollar 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 translation gains and losses on revenue and expenses are recognized in current operations. Comprehensive Loss Comprehensive loss consists of net loss and other losses affecting stockholders’ equity (deficit) that, under U.S. GAAP, are excluded from net income or loss. For the Company, such items consist of foreign currency losses on the translation of foreign assets and liabilities. Recent Accounting Pronouncements On January 1, 2018, the Company adopted the new revenue accounting standard Revenue from Contracts with Customers (Topic 606) The adoption of ASC 606 resulted in a one-time adjustment of $2.9 million to accounts receivable and accumulated deficit on January 1, 2018. The adjustment reflects the estimated payments to be received for tests where the result had been delivered at December 31, 2017, but associated revenue had not been recognized by December 31, 2017, because payment had not been received. As of December 31, 2018, the Company had received payments of $3.4 million for these tests and recorded additional testing revenue of $0.5 million as a change in estimate. The new standard did not impact the Company’s product revenue or license and other revenue, nor did it impact contract assets or contract liabilities. The following table summarizes the impact of the ASC 606 adoption on accounts receivable as of December 31, 2018 (in thousands): Balance as Reported Balance without the adoption of ASC 606 Impact of Adoption of ASC 606 Balance Sheets Accounts Receivable $ 9,760 $ 5,424 $ 4,336 The following table summarizes the impact to the consolidated statements of operations in accordance with the new revenue standard requirements for the year ended December 31, 2018 (in thousands): Year Ended December 31, 2018 Balance As Reported Balance without the adoption of ASC 606 Revenue Impact of adoption of ASC 606 Statements of Operations Testing revenue $ 60,300 $ 58,661 $ 1,639 Product revenue 15,674 15,674 — License and other revenue 595 595 — $ 76,569 $ 74,930 $ 1,639 In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-02, Leases (Topic 842) (“ASC 842”) Codification Improvements to Topic 842, Leases Leases (Topic 842) The Company has substantially completed an evaluation of the impact of adopting this guidance will have on its consolidated financial statements and disclosures. The Company believes the most significant changes to the consolidated financial statements will be the recognition of ROU assets and offsetting lease liabilities related to operating leases in the consolidated balance sheet. Upon adoption of ASC 842 on January 1, 2019, the Company anticipates that it will record a ROU asset of approximately $3.0 million and a lease liability of approximately $4.0 million. The Company does not expect the standard to have a material impact on the consolidated statement of cash flows or the consolidated statement of operations. The Company is currently working to complete the implementation of new processes and information technology tools to assist in its ongoing lease data collection and analysis, and updating its accounting policies and internal controls in connection with the adoption of the new standard. In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (a consensus of the Emerging Issues Task Force) In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (a consensus of the FASB Emerging Issues Task Force) . In May 2017, the FASB issued ASU No. 2017-09, Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting In July 2017, the FASB issued ASU No. 2017-11, Accounting for Certain Financial Instruments with Down Round Features and Replacement of the Indefinite Deferral of Mandatorily Redeemable Financial Instruments of Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception In February 2018, the FASB issued ASU No. 2018-02, Income Statement – Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated |
Net Loss Per Share Attributable
Net Loss Per Share Attributable to CareDx, Inc | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share Attributable to CareDx, Inc | 3. NET LOSS PER SHARE ATTRIBUTABLE TO CAREDX, INC. Basic and diluted net loss per share attributable to CareDx, Inc. have been computed by dividing the net loss by the weighted-average number of common shares outstanding during the period, without consideration for common share equivalents as their effect would have been antidilutive. For the years ended December 31, 2018, 2017 and 2016, all common share equivalents have been excluded from the calculation of diluted net loss per share, as their effect would be 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): Year Ended December 31, 2018 2017 2016 Numerator: Net loss attributable to CareDx, Inc. used to compute basic net loss per share $ (46,756 ) $ (55,469 ) $ (39,469 ) Net loss attributable to CareDx, Inc. used to compute diluted net loss per share $ (46,756 ) $ (55,469 ) $ (39,469 ) Denominator: Weighted-average shares used to compute basic net loss per share attributable to CareDx, Inc. 35,638,956 23,332,503 16,496,911 Weighted-average shares used to compute diluted net loss per share attributable to CareDx, Inc. 35,638,956 23,332,503 16,496,911 Net loss per share attributable to CareDx, Inc.: Basic $ (1.31 ) $ (2.38 ) $ (2.39 ) Diluted $ (1.31 ) $ (2.38 ) $ (2.39 ) The following potentially dilutive securities have been excluded from diluted net loss per share, because their effect would be antidilutive: Year Ended December 31, 2018 2017 2016 Shares of common stock subject to outstanding options 2,501,057 1,941,472 1,757,309 Shares of common stock subject to outstanding common stock warrants 656,289 3,678,957 3,259,926 Shares of common stock subject to convertible notes — 6,127,021 — Shares of common stock subject to contingent consideration — 227,845 227,845 Restricted stock units 968,364 436,176 306,245 Total common stock equivalents 4,125,710 12,411,471 5,551,325 The Company issued 4,630,145 shares of preferred stock pursuant to the Private Placement and Subsequent Financing (as described in Note 11), 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 approval of the Private Placement by the Company’s stockholders (the “Requisite Stockholder Approval”) on June 16, 2016. As of December 31, 2016, there was no preferred stock outstanding. On September 26, 2016, the Company completed the Public Offering (the “2016 Public Offering”), pursuant to which the Company issued and sold an aggregate of 2,250,000 shares of common stock. On October 10, 2017, the Company completed an underwritten public offering (the “2017 Public Offering”), pursuant to which the Company issued and sold an aggregate of 4,992,840 shares. During 2017 and the three months ended March 31, 2018, 6,415,039 shares of common stock were issued due to the conversion of the JGB Debt. In the three months ended June 30, 2018, the Company achieved the milestone of performing 2,500 commercial AlloSure tests resulting in the issuance of 227,848 shares of common stock to the former owners of ImmuMetrix, Inc. (“IMX”) that was accounted for as contingent consideration. On November 13, 2018, the Company completed an underwritten public offering (the “2018 Public Offering”) pursuant to which the company issued and sold an aggregate of 2,300,000 shares. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2018 | |
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 was 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. 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 that 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 fair value of the Company’s financial assets and liabilities measured on a recurring basis, as of December 31, 2018 and 2017 (in thousands): December 31, 2018 Fair Value Measured Using (Level 1) (Level 2) (Level 3) Total Balance Assets Money market funds $ 59,471 $ — $ — $ 59,471 Liabilities Common stock warrant liability — — $ 10,003 $ 10,003 December 31, 2017 Fair Value Measured Using (Level 1) (Level 2) (Level 3) Total Balance Assets Money market funds $ 13,097 $ — $ — $ 13,097 Liabilities Contingent consideration $ — $ — $ 1,672 $ 1,672 Common stock warrant liability — — 18,712 $ 18,712 Derivative Liability — — 14,600 14,600 Total liabilities $ — $ — $ 34,984 $ 34,984 The following table presents the issuances, changes in fair value and classifications 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 Common Stock Warrant Liability JGB Debt derivative Liability Perceptive Derivative Liability Total Balance as of December 31, 2016 $ 492 $ 5,208 $ — $ — $ 5,700 Issuance of JGB Debt and warrants — 900 2,290 — 3,190 Exercise of warrants — (4,306 ) — — (4,306 ) Conversion of JGB Debt — — (402 ) — (402 ) Change in estimated fair value 1,180 16,910 12,712 — 30,802 Balance as of December 31, 2017 $ 1,672 $ 18,712 $ 14,600 $ — $ 34,984 Exercise of warrants — (27,714 ) — — (27,714 ) Extinguishment of derivative liabilities — — (12,066 ) (202 ) (12,268 ) Reclassification to equity (Note 2) — (6,550 ) — — (6,550 ) Issuance of Perceptive derivative liability — — — 245 245 Issuance of shares of common stock (2,689 ) — — — (2,689 ) Change in estimated fair value 1,017 25,555 (2,534 ) (43 ) 23,995 Balance as of December 31, 2018 $ — $ 10,003 $ — $ — $ 10,003 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 December 31, 2018 and 2017, money market funds were included as cash and cash equivalents in the consolidated balance sheets. • Contingent consideration liability — As of December 31, 2017, the Company had a contingent obligation to issue 227,845 shares of the Company’s common stock to the former owners of IMX in conjunction with its acquisition of IMX in June 2014. The shares were issuable upon the Company completing 2,500 commercial tests involving the measurement of dd-cfDNA in organ transplant recipients in the United States by June 10, 2020. The fair value of the contingent consideration was estimated using the closing market price of the common stock multiplied by management’s estimate of the probability of achievement of the contingency condition disclosed above, as of each period end. The probability of achievement of a contingency condition was a significant input in the Level 3 measurement and was 100% in presented periods. Increases (decreases) in the estimation of the probability percentage resulted in a directionally similar impact to the fair value of the contingent consideration liability. The Company achieved the contingent consideration milestone of 2,500 commercial tests and issued the 227,848 shares on May 22, 2018. There is no contingent consideration outstanding at December 31, 2018. • Common stock —The Company utilizes a binomial-lattice pricing model (the “Monte Carlo Simulation Model”) that involves a market condition simulation to estimate the fair value of the warrants. The application of the Monte Carlo Simulation Model requires 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. Increases (decreases) in the assumptions discussed above result in a directionally similar impact to the fair value of the common stock warrant liability. • JGB Debt derivative liability — The Company utilized the Monte Carlo Simulation Model to estimate the fair value of the compound derivative liability recorded in connection with the JGB Debt. The Monte Carlo Simulation Model used multiple input assumptions to simulate the likelihood that market conditions will be achieved through 100,000 random trials. These assumptions included the expected term of the embedded derivative, the volatility of the Company’s stock prices and its peers’ stock prices over such expected term, likelihood, timing, and amount of future equity financing rounds, the likelihood of any prepayment or default events, the likelihood of monthly redemptions by the JGB Debt holders, and the likelihood and ability of JGB to convert the debt into equity. In each iteration of the simulations these assumptions were used to simulate the Company’s stock price drawing from a risk neutral distribution, the occurrence of a conversion event, the occurrence of a prepayment event, the occurrence of a default event, and any resulting payoff from such event. The average present value over all iterations of the simulation was then calculated. Increases (decreases) in the assumptions discussed above resulted in a directionally similar impact to the fair value of the derivative liability. The assumptions used in this simulation model were reviewed on a quarterly basis and adjusted, as needed. For the year ended December 31, 2017 and from January 1, 2018 to March 27, 2018, the Company recorded the changes in fair value of the derivative liability of $12.7 million income and of $2.5 million income, respectively, in the change in estimated value of common stock warrant liability and derivative liability in its consolidated statements of operations. The derivative liability was remeasured and fully extinguished upon the final JGB Debt conversion on March 27, 2018 (see Note 10). • Perceptive Credit Agreement derivative liability – The Company used a net present value analysis to estimate the fair value of the embedded derivative liability recorded in connection with the Perceptive Credit Agreement. The assumptions used in the analysis were the discount rate, the probability of early repayment during the term of the Perceptive Credit Agreement and the expected term of the derivative. An increase in the discount rate will result in a decrease in liability and an increase in the probability of early repayment will result in an increase in liability. The assumptions used in this analysis were reviewed on a quarterly basis and adjusted, as needed. The derivative liability was remeasured and fully extinguished upon the repayment of the Perceptive Credit Agreement on November 20, 2018 (see Note 10). Common Stock Warrant and Derivative Liability Valuation Assumptions: December 31, 2018 December 31, 2017 Private Placement Common Stock Warrant Liability Stock Price $ 25.14 $ 7.34 Exercise Price $ 1.12 $ 1.12 Remaining term (in years) 4.29 5.29 Volatility 79.00 % 66.00 % Risk-free interest rate 2.46 % 2.21 % Subsequent Financing Common Stock Warrant Liability Stock Price $ — $ 7.34 Exercise Price $ — $ 4.00 Remaining term (in years) — 5.46 Volatility — % 65.00 % Risk-free interest rate — % 2.21 % Placement Agent Common Stock Warrant Liability Stock Price $ 25.14 $ 7.34 Exercise Price $ 1.12 $ 1.12 Remaining term (in years) 2.29 3.29 Volatility 86.00 % 82.00 % Risk-free interest rate 2.44 % 1.99 % JGB Common Stock Warrant Liability Stock Price $ — $ 7.34 Exercise Price $ — $ 4.67 Remaining term (in years) — 4.71 Volatility — % 30.00 % Risk-free interest rate — % 1.89 % JGB Derivative Liability Stock Price $ — $ 7.34 Remaining term (in years) — 2.16 Volatility — % 69.00 % Risk-free interest rate — % 2.14 % Warrants liabilities exercised during 2018 were remeasured at the exercise date. Their fair value approximate their intrinsic value, which was recorded to additional paid in capital in the consolidated statements of stockholders’ equity (deficit). 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. |
Business Combinations and Asset
Business Combinations and Asset Acquisitions | 12 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
Business Combinations and Asset Acquisitions | 5. BUSINESS COMBINATIONS AND ASSET ACQUISITIONS Business Combinations Allenex On April 14, 2016, the Company acquired 98.3% of the outstanding common stock of Allenex, a transplant diagnostic company based in Stockholm, Sweden that developed, manufactured and sold products that help match donor organs with potential recipients prior to transplantation. Allenex had a presence and direct distribution channels in the United States 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 $5.7 million (which represents SEK 50,620,000 as of the acquisition date) was the fair value of deferred purchase consideration originally payable to Midroc Invest AB, FastPartner AB (“Fast Partner”) and Xenella Holding AB, the former majority shareholders of Allenex (the “Former Majority Shareholders”) by no later than March 31, 2017, subject to certain contingencies being met, 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 Former Majority Shareholders was deposited into an escrow account by the Company and subsequently invested in the Company by the Former Majority Shareholders through a purchase of the Company’s equity securities in a private placement. Upon the completion of such private placement, certain contingencies in the Conditional Share Purchase Agreements were waived. On June 8, 2016, the Company delisted Allenex’s common stock from Nasdaq Stockholm. The date by which the deferred purchase consideration was due to the Former Majority Shareholders was subsequently extended to July 1, 2017. In addition, interest began accruing on the Company’s obligations to the Former Majority Shareholders (the “Deferred Obligation”) at a rate of 10.0% per year commencing on January 1, 2017. On July 1, 2017, the Deferred Obligation totaled $6.3 million. On July 1, 2017, the Conditional Share Purchase Agreements were amended The Company has accounted for the Allenex 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. The fair value of the remaining 1.7% of noncontrolling interest in Allenex was purchased on March 15, 2018. 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 ( April 14, 2016) Conexio On January 20, 2017, the Company acquired the business assets of Conexio Genomics Pty. Ltd (“Conexio”). Prior to the acquisition, the Company was the exclusive distributor of the Conexio SBT TM As of December 31, 2018, the estimated fair value of remaining obligations to Conexio of $0.2 million is recorded in deferred purchase consideration in the Company’s consolidated balance sheet. The following table summarizes the fair values of the assets acquired and liabilities assumed as of the acquisition date (in thousands): Total Inventory $ 1,040 Property, plant and equipment 97 Intangible assets 155 Goodwill 85 Assumed liabilities (82 ) Total acquisition consideration $ 1,295 The following table presents details of the identified intangible assets acquired at the acquisition date (in thousands): Estimated Fair Value Estimated Useful Life (Years) Completed technology $ 127 4 Customer relationships 28 4 Total $ 155 Goodwill recorded from the acquisition of the Conexio business assets is primarily related to expected synergies. The goodwill resulting from the acquisition is not deductible for tax purposes. The post-acquisition results of operations of the Conexio business assets for the period from January 20, 2017 through December 31, 2018 are included in the Company’s consolidated statements of operations. Pro Forma Impact of the Acquisition of Allenex ( unaudited ) 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, 2016. 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) as of December 31, 2016. Total 2016 Revenue: Testing revenue $ 29,680 Product revenue 15,101 Other revenue 407 Total revenue $ 45,188 Net loss $ (32,319 ) The unaudited pro forma financial information for the years ended December 31, 2016 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 $2.1 million of expenses related to a potential financing that did not eventuate. The total revenue of Allenex for the period from April 14, 2016 through December 31, 2016 was $10.7 million and the net loss for this period was $17.9 million, of which $13.0 million was a goodwill impairment charge. Asset Acquisition Illumina License and Commercialization Agreement On May 4, 2018, the Company entered into the License Agreement with Illumina, which provides the Company with certain worldwide distribution, development and commercialization rights to Illumina’s NGS product line for use in the field of bone marrow and solid organ transplantation diagnostic testing (the “Field”). As a result, The License Agreement required the Company to make a $5.0 million initial cash payment to Illumina and further requires the Company to pay royalties in the mid-single to low-double digits on sales of future commercialized products. Pursuant to the License Agreement, the Company is obligated to complete timely development and commercialization of other NGS product lines for use in the Field, and has agreed to minimum purchase commitments of finished products and raw materials from Illumina through 2023. As the License Agreement did not meet the definition of a business combination under ASC Topic 805, Business Combinations, Costs relating to the assets acquired were $5.2 million, comprising of the cash consideration of $5.0 million and associated transaction costs of $0.2 million. A deferred tax balance was not required to be established on the License Agreement date as the book and tax basis of the intangible assets was equivalent to the amount paid. The allocation of the purchase price to identified intangible assets acquired was based on the Company's best estimate of the fair value of such assets as of the acquisition date. Significant assumptions utilized in the valuation of identified intangible assets were based on Company’s specific information and projections, which are not observable in the market and are thus considered Level 3 measurements as defined by U.S. GAAP. Customer relationships represent the fair value of future projected revenue that is expected to be derived from sales of TruSight HLA products to existing customers of Illumina. The customer contracts and related relationships value has been estimated utilizing a multi-period excess earnings method under income approach, which reflects the present value of the projected cash flows that are expected to be generated by the customer relationships less charges representing the contribution of other assets to those cash flows that use projected cash flows with and without the intangible asset in place. The economic useful life was determined based on the life of the products, assuming that the existing customers will remain with the Company until the products becomes obsolete. The Company utilized a discount rate of 18% in estimating the fair value of the customer relationships. The acquired in-process technology represents the fair value of products in development that have not reached technological feasibility at the date of acquisition. The fair value of the products was also determined using the multi-period excess earnings method under income approach. The rate of 30% and 40% for the AlloSeq HLA acquired in-process technology and the AlloSeq BMT acquired in-process technology, respectively, was utilized to discount the cash flows to the present value. The acquired in-process technology will not be amortized until completion of development of the related products. Upon completion, each acquired in-process technology product will be amortized over its estimated useful life. The following table summarizes the fair values of the intangible assets acquired as of the closing date (in thousands): Estimated Fair Value Estimated Useful Life (Years) Customer relationships: TruSight HLA $ 380 2.6 Acquired in-process technology: AlloSeq HLA 2,719 — Acquired in-process technology: AlloSeq BMT 2,103 — Total $ 5,202 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 6. GOODWILL AND INTANGIBLE ASSETS Goodwill Goodwill is recorded when the purchase consideration of an acquired business exceeds the fair value of the net assets acquired. The following table presents details of the Company’s goodwill for the year ended December 31, 2017 (in thousands): Former Post-Transplant Former Pre-Transplant Total Balance as of December 31, 2016 $ 12,005 $ 1,834 $ 13,839 Goodwill acquired — 85 85 Goodwill impairment — (1,958 ) (1,958 ) Foreign currency translation adjustments — 39 39 Balance as of December 31, 2017 $ 12,005 $ — $ 12,005 As of December 31, 2018, the Company’s goodwill carrying amount of $12 million remains the same. The Company tested its goodwill for impairments as of December 1, 2016 and estimated the fair value of the former Pre-Transplant reporting unit was $1.7 million, which was lower than its carrying value. Based on the analysis, the implied fair value of the goodwill was lower than the carrying value of the former Pre-Transplant reporting unit, resulting in a goodwill impairment charge of $13.0 million for the period ended December 31, 2016. The significant assumptions utilized in the 2016 discounted cash flow analysis for the former Pre-Transplant reporting unit were a discount rate of 16.8%, a terminal growth rate of 3.2%, and a capitalization multiple of 7.37. On January 1, 2017, the Company adopted ASU 2017-04, Intangibles — Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment As of December 31, 2017, the remaining goodwill amount of $12.0 million was related to the former Post-Transplant reportable segment only. Management performed a goodwill impairment analysis and concluded that goodwill was not impaired. On December 1, 2018, with consideration to the change to one reporting unit (see Note 16) the Company performed a qualitative assessment of its reporting unit taking into consideration past, current and projected future earnings, recent trends and market conditions; and its market capitalization. Based on this analysis, the Company concluded that it was more likely than not that the fair value of the reporting unit exceeded its carrying amount. As such, it was not necessary to perform the quantitative goodwill impairment assessment at this time. As of December 31, 2018, no impairment of goodwill has been identified. Intangible Assets The following tables present details of the Company’s intangible assets as of December 31, 2018 (in thousands): December 31, 2018 Acquisition Cost Accumulated Amortization Foreign Currency Translation Net Carrying Amount Weighted Average Remaining Useful Life (In Years) Intangible assets with finite lives: Customer relationships: Allenex $ 12,650 $ (2,198 ) $ (1,129 ) $ 9,323 12.0 Customer relationships: Conexio 28 (6 ) (2 ) 20 2.0 Customer relationships: TruSight HLA 380 (86 ) — 294 2.0 Developed technology: Olerup SSP 11,650 (3,065 ) (998 ) 7,587 7.0 Acquired technology: QTYPE 4,510 (671 ) (407 ) 3,432 12.0 Acquired technology: Olerup SBT 127 (28 ) (6 ) 93 2.0 Acquired technology―dd-cfDNA 6,650 (635 ) — 6,015 11.8 Trademarks 2,260 (454 ) (140 ) 1,666 12.0 Total intangible assets with finite lives $ 38,255 $ (7,143 ) $ (2,682 ) $ 28,430 Acquired in-process technology: AlloSeq HLA 2,719 — — 2,719 — Acquired in-process technology: AlloSeq BMT 2,103 — — 2,103 — Total intangible assets $ 43,077 $ (7,143 ) $ (2,682 ) $ 33,252 The following tables present details of the Company’s intangible assets as of December 31, 2017 (in thousands): December 31, 2017 Gross Carrying Amount Accumulated Amortization Foreign Currency Translation Net Amount Remaining Useful (In Customer relationships: Allenex $ 12,650 $ (1,394 ) $ (250 ) $ 11,006 13.0 Customer relationships: Conexio 28 (3 ) 1 26 8.1 Developed technology: Olerup SSP 11,650 (1,942 ) (258 ) 9,450 8.0 Acquired technology: QTYPE 4,510 (376 ) (84 ) 4,050 13.0 Acquired technology: Olerup SBT 127 (14 ) 5 118 8.1 Acquired technology: dd-cfDNA 6,650 (127 ) — 6,523 12.9 Trademarks 2,260 (310 ) 16 1,966 13.0 Total intangible assets $ 37,875 $ (4,166 ) $ (570 ) $ 33,139 The net 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 expense was $2.4 million for the year ended December 31, 2018, of which $1.4 million, and $1.0 million were amortized to cost of product and sales and marketing expenses, respectively. Amortization expense was $2.6 million for the year ended December 31, 2017, of which $1.5 million, $1.0 million and $0.1 million were amortized to cost of product, sales and marketing and cost of testing services, respectively. Amortization expense was $1.7 million for the year ended December 31, 2016, of which $1.0 million and $0.7 million were amortized to cost of product and sales and marketing expenses, respectively. Intangible assets are carried at cost less accumulated amortization. Amortization expenses are recorded to cost of product and sales and marketing expenses in the consolidated statements of operations. The acquired in process technology of $6.7 million achieved technological feasibility in the fourth quarter of 2017, with the launch of AlloSure. The following table summarizes the Company’s estimated future amortization expense of intangible assets with finite lives as of December 31, 2018 (in thousands): Years Ending December 31, Cost of Product Sales and Marketing Total 2019 $ 1,925 $ 1,073 $ 2,998 2020 1,925 1,073 2,998 2021 1,878 916 2,794 2022 1,878 916 2,794 2023 1,878 916 2,794 Thereafter 7,643 6,409 14,052 Total future amortization expense $ 17,127 $ 11,303 $ 28,430 |
Balance Sheet Components
Balance Sheet Components | 12 Months Ended |
Dec. 31, 2018 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Balance Sheet Components | 7. BALANCE SHEET COMPONENTS Inventory Inventory consisted of the following (in thousands): December 31, 2018 2017 Finished goods $ 2,506 $ 2,569 Work in progress 651 1,471 Raw materials 1,786 1,489 Total inventory $ 4,943 $ 5,529 Property and Equipment, Net Property and equipment consisted of the following (in thousands): December 31, 2018 2017 Leasehold improvements $ 5,187 $ 5,194 Furniture and fixtures 720 825 Computer and office equipment 4,488 4,734 Machinery and equipment 6,961 6,806 Construction in progress 878 — $ 18,234 $ 17,559 Less: Accumulated depreciation and amortization (14,100 ) (15,484 ) Property and equipment, net $ 4,134 $ 2,075 Depreciation expense was $1.2 million in each of the years ended December 31, 2018, 2017 and 2016. In the year ended December 31, 2018, the Company recorded a write-off of $2.4 million of property and equipment cost and accumulated depreciation. The assets written-off mainly consisted of laboratory equipment that were fully depreciated and not in use. Assets purchased under capital leases, included above in machinery and equipment, and computer and office equipment, were $0.6 million and $1.4 million at December 31, 2018 and 2017, respectively. Accumulated amortization was $0.2 million and $1.3 million at December 31, 2018 and 2017, respectively. Related amortization expense, included in depreciation and amortization expense, was $153,047, $135,000 and $204,000 for the years ended December 31, 2018, 2017 and 2016, respectively. Accrued and Other Liabilities Accrued and other liabilities consisted of the following (in thousands): December 31, 2018 2017 Clinical studies $ 1,815 $ 1,115 Professional fees 822 475 Test sample processing fees 657 633 Deferred rent – current portion 432 419 Accrued royalty 285 — Customer overpayments and refunds due 184 270 Capital leases – current portion 172 13 Software implementation costs 58 94 Uninvoiced receipts — 253 Accrued interest payable — 81 Other accrued expenses 983 382 Total accrued and other liabilities $ 5,408 $ 3,735 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2018 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 8. COMMITMENTS AND CONTINGENCIES Leases The Company leases its operating and office facilities for various terms under long-term, non-cancelable operating lease agreements in Brisbane, California; West Chester, Pennsylvania; Fremantle, Australia; and Stockholm, Sweden. The lease for the Company’s facility in Vienna, Austria is on a month-to-month basis. The facility 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 . Rent expense under the non-cancelable operating leases was $2.0 million, $1.7 million and $1.5 million in 2018, 2017 and 2016, respectively. Future minimum lease commitments under these operating and capital leases on December 31, 2018, are as follows (in thousands): Years ending December 31, Capital Leases Operating leases 2019 $ 193 $ 2,161 2020 193 2,045 2021 67 10 2022 and thereafter — 7 Total minimum lease payments $ 453 $ 4,223 Less: amounts representing interest (32 ) Present value of minimum lease payments 421 Less: current portion of obligations under capital leases (172 ) Long-term portion of obligations under capital leases $ 249 The current portion of obligations under capital leases is included in accrued and other liabilities on the balance sheets. The long-term portion is included in other liabilities on the balance sheets. See Note 10 for the aggregate annual payment schedule for the Company’s outstanding debt. Royalty Commitments Roche Molecular Systems, Inc. (“Roche”) In November 2004, the Company entered into a license agreement with Roche pursuant to which Roche Under the license agreement, the Company incurred royalty expenses as a percentage of AlloMap revenue and classifies those expenses as a component of cost of testing services in the consolidated statements of operations. Royalty expenses in connection with the Roche agreement were $0.9 million and $1.1 million for the years ended December 31, 2017 and 2016, respectively. Effective September 30, 2017, no future royalties are payable by the Company under the Roche agreement. The Board of Trustees of the Leland Stanford Junior University (“Stanford”) In June 2014, the Company entered into a license agreement with Stanford, or the Stanford License, which granted the Company an exclusive license to a patent relating to the diagnosis of rejection in organ transplant recipients using dd-cfDNA. Under the terms of the Stanford License, the Company is required to pay an annual license maintenance fee, six milestone payment amounts and royalties in the low single digits of net sales of products incorporating the licensed technology. The license maintenance fee may be offset against earned royalty payments due on net sales in that year. In 2017, the Company paid Stanford $0.1 million in aggregate for license maintenance fees and for the completion of the Company’s first commercial sale. Commercial sales of AlloSure, which incorporates the licensed technology from Stanford, began in October 2017. The Company incurred royalties of $0.7 million in the year ended December 30, 2018. Conexio On January 20, 2017, the Company acquired the business assets of Conexio, which included machinery, facilities leases, know-how and the opportunity to retain key Conexio employees to continue producing and selling the SBT line of products. The Company makes quarterly payments to Conexio of 20% of the gross revenue from the sale of the SBT products using the purchased assets up to an aggregate total of $0.7 million. During the years ended December 31, 2018 and 2017, the Company paid $0.2 million and $0.4 million, respectively. Illumina On May 4, 2018, the Company entered into the License Agreement with Illumina. The License Agreement requires the Company to pay royalties in the mid-single to low-double digits on sales of future commercialized products Other Commitments Pursuant to the License Agreement with Illumina, the Company is obligated to complete timely development and commercialization of other NGS product lines for use in the Field, and has agreed to minimum purchase commitments of finished products and raw materials from Illumina through 2023. The Company expects to meet these purchase commitments and did not record any contingent losses related to these future products’ purchases. Litigation and Indemnification Obligations From time to time, the Company may become involved in litigation and other legal actions. The Company estimates the range of liability related to any pending litigation where the amount and range of loss can be estimated. The Company records its best estimate of a loss when the loss is considered probable. Where a liability is probable and there is a range of estimated loss with no best estimate in the range, the Company records a charge equal to at least the minimum estimated liability for a loss contingency when both of the following conditions are met: (i) information available prior to issuance of the consolidated financial statements indicates that it is probable that a liability had been incurred at the date of the consolidated financial statements and (ii) the range of loss can be reasonably estimated. The Company is not involved in any litigations as of December 31, 2018. In the normal course of business, the Company enters into contracts and agreements that contain a variety of representations and warranties and provide for indemnification for certain liabilities. The exposure under these agreements is unknown because it involves claims that may be made against the Company in the future but have not yet been made. To date, the Company has not paid any claims or been required to defend any action related to its indemnification obligations. However, the Company may record charges in the future as a result of these indemnification obligations. The Company also has indemnification obligations to its directors and executive officers for specified events or occurrences, subject to some limits, while they are serving at the Company’s request in such capacities. There have been no claims to date and the Company believes the fair value of these indemnification agreements is minimal. Accordingly, the Company has not recorded any liabilities for these agreements as of December 31, 2018 and as of December 31, 2017. |
Licensing and Other Revenue
Licensing and Other Revenue | 12 Months Ended |
Dec. 31, 2018 | |
Revenues [Abstract] | |
Licensing and Other Revenue | 9. LICENSING AND OTHER REVENUE Diaxonhit In June 2013, the Company entered into an exclusive Distribution and Licensing Agreement with Diaxonhit, Consideration under the agreement included an upfront cash payment of approximately €387,500 ($408,000) that is designated to offset royalties earned by the Company. The Company is entitled to receive royalties from Diaxonhit as a percent of net sales, as defined in the agreement, of AlloMap tests in the mid to high teens. Approximately, €250,000 ($263,000) 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 Diaxonhit common stock with a value of €387,500 ($408,000). The Company sold the shares of common stock in July 2013 for total consideration of $467,000. The CE mark is a mandatory conformity marking for certain products sold within the EEA. Other performance obligations for which the Company may recognize revenue 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 Diaxonhit. Commercial sales of the AlloMap test began in the EEA in June 2014. Total revenue recognized from this arrangement for the years ended December 31, 2018, 2017 and 2016 was $39,000, $39,000 and $2,000, respectively. CardioDx, Inc. In 2005, the Company entered into a services agreement with what at the time was a related party, CardioDx, Inc. (“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 under 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. The royalty obligation to the Company continues until 2019. The Company recognizes royalty revenues when payments are received as it was assessed that collection was not able to be estimated . |
Debt
Debt | 12 Months Ended |
Dec. 31, 2018 | |
Transfers And Servicing [Abstract] | |
Debt | 10. DEBT The Company did not have any outstanding debt as of December 31, 2018. Debt consisted of the following (in thousands): December 31, 2017 JGB Debt $ 7,743 Danske Bank Term Loan & Credit Facility 6,763 SSP Primers Loan 1,215 Current portion of long-term debt $ 15,721 JGB Debt $ 14,168 FastPartner Subordinated Promissory Notes 2,400 Al Amoudi Subordinated Promissory Notes 1,770 Long-term debt, net of current portion $ 18,338 Unamortized debt discount and issuance costs as of December 31, 2017 were $4.6 million. Total interest accrued on debt as of December 31, 2017was $0.3 million. The long-term accrued interest balance of $0.2 million as of December 31, 2017, was recorded in accrued and other liabilities and in other liabilities long-term in the consolidated balance sheet. Perceptive Credit Agreement On April 17, 2018, the Company entered into a the Perceptive Credit Agreement for an initial term loan of $15.0 million (“Tranche A Term Loan”) with a second tranche of $10.0 million that would have been available at the Company’s option, subject to the satisfaction of customary conditions (the “Tranche B Term Loan” and, together with the “Tranche A Term Loan”, the “Term Loam”). Approximately $11.1 million of the proceeds of the Tranche A Term Loan were used to fully repay the Company’s outstanding indebtedness, including accrued interest, with FastPartner AB, Mohammed Al Amoudi and Danske Bank A/S (“Danske”) on April 17, 2018 The Term Loan was secured by substantially all of the Company’s assets and a pledge of 65% of the equity interests of CareDx International AB. The Term Loan accrued interest per annum at 9.00% (the “Applicable Margin”) plus the greater of the one-month LIBOR or 1.5%. The Company paid a fee of $0.3 million to Perceptive in its capacity as the administrative agent under the Security Agreement. In addition, on April 17, 2018, the Company issued to Perceptive the Perceptive Tranche A Warrant to purchase up to 140,000 shares of common stock of the Company at an initial exercise price of $8.60. The Perceptive Tranche A Warrant was exercised in full on October 22, 2018 on a cashless basis. Perceptive received 91,705 shares in connection with this transaction. The Perceptive Credit Agreement contained financial covenants related to minimum cash balance and trailing twelve month revenue. As of November 20, 2018 (the repayment date of the Perceptive Credit Agreement), the Company was in compliance with the financial covenants. The following table summarizes the Company’s carrying value of the Perceptive Credit Agreement (in thousands) on April 17, 2018, the issuance date (in thousands): April 17, 2018 Debt principal $ 15,000 Less: Issuance cost (669 ) Discount related to issued warrants (784 ) Embedded derivative liability (245 ) Total debt discount (1,698 ) Carrying value $ 13,302 On November 20, 2018, the Company paid off all obligations owing under, and terminated, the Perceptive Credit Agreement. The secured interests were terminated in connection with the Company’s payoff of all of its obligations. In connection with the repayment of the Perceptive Credit Agreement, the Company incurred a $1.2 million prepayment penalty and a $0.4 million exit fee; the unamortized debt discount of $1.6 million and the embedded derivative liability of $0.2 million were extinguished. The Perceptive Credit Agreement debt extinguishment resulted in a $3.0 million loss that was included in debt extinguishment expenses, in the consolidated statements of operations. JGB Debt On March 15, 2017, the Company entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with JGB pursuant to which the Company issued to JGB debentures (the “Debentures”) with an aggregate principal amount of $27.8 million and warrants to purchase 1,250,000 shares of the Company’s common stock (the “JGB Warrants”) for net proceeds of $24.0 million (the “Financing”). The Company used $11.2 million of the net proceeds from the Financing to repay its existing indebtedness under the Loan Agreement with East West Bank and was required to maintain restricted cash of $9.4 million. Under the Securities Purchase Agreement, the Debentures would have matured on February 28, 2020, accrued interest at 9.5% per year and were convertible into an aggregate of approximately 6,092,105 shares of the Company’s common stock at a price of $4.56 per share (the “Conversion Price”), subject to adjustment for accrued and unpaid interest and upon the occurrence of certain transactions, at the holder’s option. Additionally, after September 1, 2017, upon the satisfaction of certain conditions, including the volume weighted-average price of the Company’s common stock exceeding 250% of the Conversion Price for twenty consecutive trading days, the Company could have required that the Debentures be converted into shares of the Company’s common stock, subject to certain limitations. Commencing on March 1, 2018, each of the holders of the Debentures had the right, at its option, to require the Company to redeem up to $937,500 of the outstanding principal amount of its Debenture per month. The Company was required to promptly, but in any event no more than one trading day after the holder delivers a redemption notice to the Company, pay the applicable redemption amount in cash or, at the Company’s election and subject to certain conditions, in shares of the Company’s common stock. If the Company elected to pay the redemption amount in shares of the Company’s common stock, then the shares would have been delivered based on a price equal to the lowest of (a) 88% of the average of the three lowest volume weighted-average prices of the Company’s common stock over the prior 20 trading days, (b) 88% of the prior trading day’s volume weighted-average price, or (c) the Conversion Price. After either a change of control transaction, as defined in the Debentures, or February 28, 2018, subject to the satisfaction of certain conditions, the Company could have redeemed all of the then outstanding principal amount of the Debentures for cash by paying the outstanding principal balance, accrued and unpaid interest, and a payment premium. The payment premium would have been calculated by multiplying the outstanding balance and the following percentage: (i) 15% if the Debentures were prepaid on or prior to March 1, 2018, (ii) 8% if the Debentures were prepaid after March 1, 2018 but prior to March 1, 2019, and (iii) 5% if the Debentures were prepaid on or after March 1, 2019. The Company’s obligations under the Debentures could have been accelerated upon the occurrence of certain events of default as specified in the agreement. In the event of default and acceleration of the Company’s obligations, the Company would have been required to pay (i) 115% of all amounts of principal and interest then outstanding under the Debentures in cash if the Debenture is accelerated prior to March 1, 2018, (ii) 108% of all amounts of principal and interest then outstanding under the Debentures in cash if the Debentures were accelerated after March 1, 2018, but prior to March 1, 2019, and (iii) 105% of all amounts of principal and interest then outstanding under the Debentures in cash if the Debentures were accelerated after March 1, 2019. The Company’s obligations under the Debentures were secured under a Security Agreement by a senior lien on all of the Company’s assets, other than its interest in CareDx International AB (formerly known as Allenex AB), which was subject to a negative pledge prohibiting the incurrence of additional or replacement debt. The Debentures contained customary affirmative and restrictive covenants and representations and warranties, including financial reporting obligations, a restriction on the Company’s ability to pay cash dividends on its common stock and limitations on indebtedness, liens, investments, distributions, transfers, corporate changes, deposit accounts and subsidiaries. The Company was also required to maintain a minimum cash amount at all times, achieve commercialization of AlloSure by a certain date and achieve certain gross profit targets for sales of its AlloMap product. In connection with the Financing, on March 15, 2017, the Company and the Purchasers entered into a Registration Rights Agreement (the “Registration Rights Agreement”) pursuant to which, among other things, the Company agreed to prepare and file one or more registration statements with the SEC for the purpose of registering for resale any shares of Common Stock that may be issued by the Company upon the conversion or redemption of the Debentures or the exercise of the JGB Warrants. The Debentures included certain embedded derivatives that require bifurcation, including settlement and penalty provisions. The embedded derivatives were remeasured at each reporting period and the change in fair value was recognized in the consolidated statements of operations. See also Note 4, Fair Value Measurements. The following table summarizes the Company’s carrying value of the JGB Debt (in thousands) on the March 15, 2017 issuance date: March 15, 2017 Debt Principal $ 27,780 Less: Issuance cost (998 ) Original issue discount (2,780 ) Original warrant valuation (900 ) Embedded Derivative Liability (2,290 ) Total debt discount (6,968 ) Carrying Value $ 20,812 As a result of the issuance of 1,022,544 shares of the Company’s common stock issued at a price per share equal to $1.12 pursuant to the amendments to the Conditional Share Purchase Agreements, the conversion price of the Debentures decreased from $4.56 per share to $4.40 per share, effective July 3, 2017, as described in Note 13. As a result of the 2017 Public Offering in accordance with the anti-dilution provisions in the JGB Warrants and the Debentures, effective October 5, 2017, the conversion price of the Debentures decreased from $4.40 per share to $4.34 per share. On October 5, 2017, JGB elected to convert $1.3 million of outstanding principal under the Debentures into shares of common stock. Accordingly, the Company issued 288,022 shares of common stock to JGB at a price per share of $4.34. As a result of the sale of the 651,240 shares of common stock pursuant to the underwriters’ full exercise of their option to purchase additional shares in accordance with the anti-dilution provisions in the JGB Warrants and the Debentures, effective October 10, 2017, the conversion price of the Debentures was decreased from $4.34 per share to $4.33 per share. As of December 31, 2017, the JGB Debt had an outstanding principal balance of $26.5 million. On March 1, 2018, the Company notified JGB of its intent to prepay on April 13, 2018 in full the outstanding principal and interest under the Debentures. Pursuant to the terms of the Debentures, on April 13, 2018, the Company would have been obligated to pay the full amount of the outstanding principal balance of the Debentures, plus accrued and unpaid interest thereon and a prepayment premium equal to 8% of the outstanding principal balance in cash. In February and March 31, 2018, JGB converted the remaining $26.7 million of principal and accrued interest of the JGB Debt into an aggregate of 6,161,331 shares of the Company’s common stock. In connection with these conversions in the three months ended March 31, 2018, the Company recognized $6,000 to common stock and $38.8 million to additional paid in capital; the unamortized debt discount of $2.7 million was extinguished; and the compound derivative liability of $12.1 million was also extinguished. The JGB Debt conversion resulted in a $2.8 million loss recorded as debt extinguishment expenses in the consolidated statements of operations. Danske Bank Term Loan and Credit Facility 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 $7.8 million). The Term Loan Facility was available for utilization in advances of a minimum of SEK 5,000,000 (approximately $0.5 million in U.S. dollars) and if more, integral multiples of SEK 1,000,000 (approximately $0.1 million). 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. 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). 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). A quarterly debt covenant in the Term Loan Facility with Danske was violated on March 31, 2017, June 30, 2017, and September 30, 2017. The Company obtained a waiver for these violations. The waiver was conditional upon, among other things, the Company making a principal repayment of SEK 6,000,000 (approximately $0.7 million) by October 31, 2017. This amount was paid on October 31, 2017. The Company was not in compliance with certain debt covenants as of December 31, 2017 or March 31, 2018. The Company repaid the full outstanding amount of SEK 47,000,000 (approximately $5.6 million) plus accrued interest of SEK 142,000 (approximately $17,000), under the Danske Term Loan and Credit Facility on April 17, 2018. FastPartner Subordinated Promissory Notes On June 28, 2013, Allenex issued a SEK 9,400,000 (approximately $1.0 million) subordinated promissory note to FastPartner, which had an interest rate of 10.00%. On December 29, 2015, Allenex issued a SEK 2,000,000 (approximately $0.2 million) subordinated promissory note to FastPartner, which had an annual interest rate of 10.00%. On March 7, 2016, Allenex issued a SEK 4,000,000 (approximately $0.4 million) subordinated promissory note to FastPartner, which had an annual interest rate of 10.00%. Pursuant to an 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 are secured by a pledge of Allenex shares to FastPartner. The full amount of the subordinated promissory note was due July 1, 2017. On July 1, 2017, the Company entered into a note agreement with FastPartner (the “FastPartner Note Agreement”) pursuant to which, among other things, Allenex and FastPartner agreed that all amounts owed under the above subordinated promissory notes would be governed by the FastPartner Note Agreement and to defer repayment of the principal outstanding amount of SEK 15,400,000 (approximately $1.9 million) plus accrued interest of $0.5 million until March 31, 2019. I nterest began accruing on such amount at a rate of 10% per annum, and in the event the Company makes any cash amortization repayments to JGB of the JGB Debt, or any replacement debt, Allenex will repay in cash a portion of the amount outstanding under the FastPartner Note Agreement equal to 8% of any such cash amortization repayment. As of each of March 31, 2018 and December 31, 2017, the principal outstanding amount remained at SEK 19,757,000 (approximately $2.4 million). The Company repaid the full amount outstanding of SEK 21,300,000 (approximately $2.5 million), including accrued interest of SEK 1,600,000 (approximately $0.2 million), under the FastPartner Note Agreement on April 17, 2018. Mohammed Al Amoudi Subordinated Promissory Note On June 28, 2013, Allenex issued a SEK 10,600,000 (approximately $1.2 million) subordinated promissory note to Mohammed Al Amoudi, which provides for an annual interest rate of 10.00%. Pursuant to an intercreditor agreement, until the Term Loan Facility with Danske is repaid, Mohammed Al Amoudi may not demand or receive payment of his 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 are secured by a pledge of Allenex shares to Mohammed Al Amoudi. The full amount of the subordinated promissory note was due July 1, 2017. On July 1, 2017, the Company entered into a note agreement with Mohammed Al Amoudi (the “Al Amoudi Note Agreement”) pursuant to which, among other things, Allenex and Mohammed Al Amoudi agreed to defer repayment of the principal outstanding amount of SEK 10,600,000 (approximately $1.3 million) plus accrued interest of $0.5 million until March 31, 2019. nterest began accruing on such amount at a rate of 10% per annum, and in the event the Company makes any cash amortization repayments to JGB of the JGB Debt, or any replacement debt, Allenex will repay in cash a portion of the amount outstanding under the Al Amoudi Note Agreement equal to 6% of any such cash amortization repayment. As of each of March 31, 2018 and December 31, 2017, the principal outstanding amount remained at SEK 14,575,000 (approximately $1.7 million). The Company repaid the full amount outstanding of SEK 15,700,000 (approximately $1.9 million), including accrued interest of SEK 1,200,000 (approximately $0.1 million) under the Al Amoudi Note Agreement on April 17, 2018 Loan Agreement with SSP Primers Aktieboulag On February 25, 2015, Allenex entered into a SEK 14,000,000 (approximately $1.5 million) loan agreement with SSP Primers Aktieboulag, pursuant to which SEK 4,000,000 (approximately $0.4 million) was paid on March 7, 2016. The loan amount outstanding as of December 31, 2017 was SEK 10,000,000 (approximately $1.2 million) plus accrued interest of SEK 650,000 (approximately $0.1 million) and was fully paid on February 26, 2018. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2018 | |
Stockholders Equity Note [Abstract] | |
Stockholders' Equity | 11. STOCKHOLDERS’ EQUITY Private Placement Transaction and Subsequent Financing On April 14, 2016, the Company completed a Private Placement transaction for the offering of 591,860 units (“Units”) to certain accredited investors (the “Private Placement”). 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 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. 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 Former Majority Shareholders agreed to purchase the Company’s equity securities in the Subsequent Financing, which investment was completed on June 15, 2016. In the Subsequent Financing, the Company issued to the Former 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 aggregate gross proceeds to the Company from the Subsequent Financing were $8.0 million. 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 registration statement on Form S-3 was declared effective by the SEC on July 12, 2016. 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 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. 2016 Public Offering On September 26, 2016, the Company completed a public offering (“the 2016 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. 2017 Public Offering On October 10, 2017, the Company sold in the 2017 Public Offering (“the 2017 Public Offering”) an aggregate of 4,992,840 shares of its common stock, including 651,240 shares sold pursuant to the underwriters’ full exercise of their option to purchase additional shares to cover over-allotments, at a public offering price of $4.00 per share. Net proceeds from the 2017 Public Offering were $18.3 million, after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company. JGB Debt On October 5, 2017, JGB converted $1.25 million of outstanding principal under the Debentures into shares of common stock. Accordingly, the Company issued 288,022 shares of common stock to JGB at a price per share of $4.34. In the three months ended March 31, 2018, JGB converted the remaining $26.7 million of outstanding principal and accrued interest for a total issuance of 6,161,331 shares of the Company’s common stock at a price per share of $4.33. Contingent Consideration Liability The Company had a contingent obligation to issue 227,845 shares of the Company’s common stock to the former owners of IMX, in conjunction with its acquisition of IMX in June 2014. The shares were issuable upon the Company completing 2,500 commercial tests involving the measurement of dd-cfDNA in organ transplant recipients in the United States by June 10, 2020. The Company achieved the contingent consideration milestone of 2,500 commercial tests and issued the 227,848 shares in May 2018. 2018 Public Offering On November 16, 2018, the Company sold in the 2018 Public Offering (“the 2018 Public Offering”) an aggregate of 2,300,000 shares of its common stock, including 300,000 shares sold pursuant to the underwriters’ full exercise of their option to purchase additional shares at a public offering price of $24.50 per share. Total net proceeds received were $52.9 million net of underwriter’s fees and issuance costs. |
401(K) Plan
401(K) Plan | 12 Months Ended |
Dec. 31, 2018 | |
Compensation And Retirement Disclosure [Abstract] | |
401(K) Plan | 12. 401(K) PLAN The Company sponsors a 401(k) defined contribution plan covering all U.S. employees under the Internal Revenue Code of 1986, as amended. Employee contributions are voluntary and are determined on an individual basis subject to the maximum allowable under federal tax regulations. On January 1, 2018, the Company began to make contributions to the employee plan. The Company incurred expenses related to contributions to the plan of $0.3 million for the year ended December 31, 2018. |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2018 | |
Warrants [Abstract] | |
Warrants | 13. WARRANTS The Company issues common stock warrants in connection with debt or equity financings to a lender, a placement agent or an investor. Issued warrants are considered standalone financial instruments and the terms of each warrant are analyzed for equity or liability classification in accordance with U.S. GAAP. Warrants that are classified as liabilities usually have various features that would require net-cash settlement by the Company. Warrants that are not liabilities, derivatives and/or meet exception criteria are classified as equity. Warrants liabilities are remeasured at fair value at each period end with changes in fair value recorded in the consolidated statements of operations until expired or exercised. Warrants that are classified as equity are valued at their relative fair value on the date of issuance, recorded in additional paid in capital and not remeasured. Private Placement, Placement Agent and Subsequent Financing Warrants The warrants issued in the Private Placement and the Placement Agent Warrants (as described in Note 11) are considered freestanding instruments that are contingently redeemable and classified as liabilities on the Company’s consolidated balance sheet as of December 31, 2018. 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 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 Former Majority Shareholders upon the closing of the Subsequent Financing (as described in Note 11). 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 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 December 31, 2017, the total estimated fair value of the warrant liability was $12.2 million. The corresponding remeasurement charge of $11.3 million for the same year, was recorded in change in estimated fair value of common stock warrant and derivative liabilities on the Company’s consolidated statements of operations. In connection with the 2016 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 2016 Public Offering. In connection with the issuance of 1,022,544 shares of the Company’s common stock at $1.12 in connection with the amendments to the Conditional Share Purchase Agreement, the exercise prices of the warrants issued in the Private Placement and Placement Agent Warrants were adjusted from $4.00 and $3.99 per share, respectively, to $1.12 per share. JGB Warrants In connection with the issuance of the JGB Debt (as described in Note 10), the Company issued the 1,250,000 warrants (the “JGB Warrants”). The exercise price of the JGB Warrants was $5.00 per share, and the JGB Warrants are exercisable from September 16, 2017 through September 15, 2022. Warrants were accounted as liabilities and the initial estimated fair value of the common stock warrant liability was $0.9 million. As of December 31, 2017, the estimated fair value of the common stock warrant liability was $6.6 million. The corresponding remeasurement expense for the year ended December 31, 2017 $5.7 million, and was recorded in change in estimated fair value of common stock warrant and derivative liabilities on the Company’s consolidated statements of operations. Pursuant to an agreement with the Former Majority Shareholders, the aggregate number of shares of common stock issuable upon exercise of the JGB Warrants increased from 1,250,000 shares to 1,296,679 shares and the exercise price of the JGB Warrants decreased from $5.00 to $4.82 per share, effective July 3, 2017. As a result of the 2017 Public Offering, effective October 5, 2017, the aggregate number of shares of common stock issuable upon exercise of the JGB Warrants increased from 1,296,679 shares to 1,332,620 shares and the exercise price of the JGB Warrants decreased from $4.82 to $4.69 per share. As a result of the sale of the 651,240 shares of common stock pursuant to the underwriters’ full exercise of their option to purchase additional shares to cover over-allotments in the 2017 Public Offering, effective October 10, 2017, the aggregate number of shares of common stock issuable upon exercise of the JGB Warrants increased from 1,332,620 shares to 1,338,326 shares and the exercise price of the JGB Warrants decreased from $4.69 to $4.67 per share. On January 1, 2018, the Company adopted new accounting guidance (refer to Note 2) and reclassified the warrants to purchase 1,338,326 shares of common stock issued to JGB from liability to equity at the fair value of $6.6 million. As of September 30, 2018, the JGB Warrants were fully exercised. Perceptive Tranche A Warrant In connection with the Perceptive Credit Arrangement (as described in Note 10), on April 17, 2018, the Company issued the Perceptive Tranche A Warrant to purchase up to 140,000 shares of common stock of the Company at an initial exercise price of $8.60. The Perceptive Tranche A Warrant met the equity classification in accordance with ASU No. 2017-11 as described in Note 2. The Perceptive Tranche A Warrants were exercised in full on October 22, 2018 on a cashless basis. Perceptive received 91,705 shares of common stock in connection with this transaction. As of December 31, 2018, outstanding warrants to purchase common stock were: Classified as Original Term Exercise Price Number of Shares Underlying Warrants Original issue date: August 2009 Equity 10 years $ 21.78 33,473 July 2010 Equity 9 years $ 21.78 6,694 August 2012 Equity 7 years $ 21.78 167,182 January 2015 Equity 5 years $ 6.96 34,483 April 2016 (a) Liability 7 years $ 1.12 323,021 April 2016 (b) Liability 5 years $ 1.12 91,436 656,289 (a) Issued on April 14, 2016 in connection with the Private Placement to certain accredited investors. In accordance with the anti-dilution provisions, the exercise price of the warrants issued in connection with such private placement was adjusted from $4.98 to $4.00, which was the price paid by investors in the Company’s underwritten public offering of common stock, which closed on September 26, 2016. As a result of the issuance of 1,022,544 shares of the Company’s common stock at $1.12 in connection with the amendments to the Conditional Share Purchase Agreement, the exercise price was adjusted from $4.00 to $1.12, effective July 3, 2017. (b) Issued on April 14, 2016 in connection with the Private Placement to placement agents. As a result of the issuance of 1,022,544 shares of the Company’s common stock at $1.12 in connection with the amendments to the Conditional Share Purchase Agreement, the exercise price was adjusted from $3.99 to $1.12, effective July 3, 2017. |
Stock Incentive Plans
Stock Incentive Plans | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock Incentive Plans | 14. STOCK INCENTIVE PLANS 2014 Equity Incentive Plan The Company grants stock based awards under 2014 Equity Inceptive Plan (the “2014 Plan”) that allows for issuance of stock options, restricted stock units (“RSUs”) and other stock awards to the Company’s employees, directors, and consultants. Stock options granted under the 2014 Plan may be exercised when vested and generally expire ten years from the date of the grant or three months from the date of termination of employment. Vesting periods vary based on awards granted, however, certain stock-based awards may vest immediately or may accelerate based on performance-driven measures. Stock option awards generally vest over four years with first year annual cliff vesting. The RSUs generally vest annually over four years in equal increments. There were 287,491 shares of common stock reserved for future issuance under the 2014 Plan as of December 31, 2018. 2016 Inducement Plan On April 21, 2016, the Company adopted the 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. There were 34,687 shares of common stock reserved for future issuance under the Inducement Plan as of December 31, 2018. The Inducement Plan allows 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 and Restricted Stock Units (“RSUs”) The following table summarizes options and RSUs activity under the Company’s 2014 Equity Incentive Plan and 2016 Inducement Plan and related information: Shares Available for Grant Stock Options Outstanding Weighted- Average Exercise Price Number of RSU Shares Weighted- Average Grant Date Fair Value Balance—December 31, 2017 156,429 1,941,473 4.21 439,926 4.39 Additional options authorized 1,957,075 — — — — Common stock awards for services (25,509 ) — — — — RSUs granted (847,734 ) — — 847,734 13.89 RSUs vested — — — (272,806 ) 8.59 Options granted (1,116,683 ) 1,116,683 14.78 — — Options exercised — (472,645 ) 3.13 — — Repurchases of common stock under employee incentive plans 67,656 — — — — RSUs forfeited 46,490 — — (46,490 ) 5.63 Options forfeited 82,576 (82,576 ) 5.26 — — Options expired 1,878 (1,878 ) 3.51 — — Balance—December 31, 2018 322,178 2,501,057 $ 9.10 968,364 $ 11.49 The total intrinsic value of options exercised was $6.8 million, $0.2 million and less than $0.1 million in the years ended December 31, 2018, 2017 and 2016, respectively. The total fair value of RSUs vested during 2018 was $2.3 million. As of December 31, 2018, the total intrinsic value of outstanding RSUs was approximately $24.3 million and there were $8.5 million of unrecognized compensation costs related to RSUs, which are expected to be recognized over a weighted-average period of 3.20 years. Options outstanding that have vested and are expected to vest at December 31, 2018 are as follows: Number of Shares Issued Weighted Average Exercise Price Weighted Average Remaining Contractual (Years) Aggregate Intrinsic Value (In Vested 1,020,905 $ 5.26 6.72 $ 20,299 Expected to Vest 1,301,026 11.77 9.04 17,728 Total 2,321,931 $ 38,027 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 December 31, 2018 for stock options that were in-the-money. The weighted-average grant-date fair value of options to purchase common stock granted for the years ended December 31, 2018, 2017 and 2016 using the Black-Scholes Model was $9.05, $1.60 and $2.05, respectively. The total fair value of options that vested during 2018 was $1.2 million. As of December 31, 2018, there were approximately $8.7 2014 Employee Stock Purchase Plan The Company has an Employee Stock Purchase Plan (the “ESPP”), under which employees can purchase shares of its common stock based on a percentage of their compensation, but not greater than 15% of their earnings; provided, however, an eligible employee’s right to purchase shares of the Company’s common stock may not accrue at a rate which exceeds $25,000 of the fair market value of such shares for each calendar year in which such rights are outstanding. The ESPP has consecutive offering periods of approximately six month in length. The purchase price per share must be equal to the lower of 85% of the fair value of the common stock on the first day of the offering period or on the exercise date. During the offering period in 2018 that ended on June 30, 2018, 42,534 shares were purchased for aggregate proceeds of $0.3 million from the issuance of shares, which occurred on July 2, 2018. The Company issued 76,710 shares and 71,639 shares of common stock during the years ended December 31, 2018 and December 31, 2017, respectively, pursuant to the ESPP. The Company received proceeds of $0.3 million and $0.1 million from the purchases of shares during the years ended December 31, 2018 and 2017, respectively. As of December 31, 2018, the Company had 372,568 shares available for issuance under the ESPP. Board of Directors Stock Awards Granted for Services For the years ended December 31, 2018, 2017 and 2016, the Company paid a portion of its directors’ compensation through the award of fully vested common shares. The stock awards are classified as equity, and compensation expense was recognized upon the issuance of the shares at the grant date price per share, which is the fair value. As of December 31, 2018, there were a total of 246,398 shares issued to the Company’s directors, for a total fair value of $1.1 million. Stock-based compensation expense associated with the awards was $0.3 million, $0.2 million and $0.3 million for the years ended December 31, 2018, 2017 and 2016, respectively, which was included in general and administrative expense in the consolidated statements of operations. Valuation Assumptions The estimated fair value of employee stock options and ESPP shares was estimated using the Black-Scholes Model based on the following weighted average assumptions. Year Ended December 31, 2018 2017 2016 Employee Stock Options Expected term (in years) 5.9 5.9 5.9 Expected volatility 69.69 % 57.34 % 42.10 % Risk-free interest rate 2.77 % 2.01 % 1.52 % Expected dividend yield — % — % — % Employee Stock Purchase Plan Expected term (in years) 0.5 0.5 0.5 Expected volatility 59.94 – 105.32 % 62.27 – 98.58 % 77.0 5 % Risk-free interest rate 1.61 – 2.14 % 0.65 – 1.13 % 0.37 – 0.49 % Expected dividend yield — % — % — % Risk-free Interest Rate : Volatility : The Company used an average historical stock price volatility of its own stock and those comparable public companies that were deemed to be representative of future stock price trends Expected Term : Expected Dividends : Stock-Based Compensation Expense The following table summarizes stock-based compensation expense relating to employee and nonemployee stock-based awards for the years ended December 31, 2018, 2017 and 2016, included in the consolidated statements of operations as follows (in thousands): Year Ended December 31, 2018 2017 2016 Cost of testing $ 821 $ 188 $ 144 Research and development 1,631 405 449 Sales and marketing 986 157 156 General and administrative 3,700 994 1,249 $ 7,138 $ 1,744 $ 1,998 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 share-based compensation costs were capitalized for the periods presented. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 15. INCOME TAXES Loss before income taxes for the years ended December 31, 2018, 2017 and 2016 is summarized as follows (in thousands): Year Ended December 31, 2018 2017 2016 United States $ (41,109 ) $ (50,132 ) $ (21,753 ) Foreign (7,106 ) (7,137 ) (19,609 ) $ (48,215 ) $ (57,269 ) $ (41,362 ) The components of the provision for (benefit from) income taxes are summarized as follows (in thousands): As of December 31, 2018 2017 2016 Current Federal $ 24 $ 74 $ 49 State — (4 ) 11 Foreign 139 68 32 Total Current 163 138 92 Deferred Federal 13 42 (251 ) State 4 1 (49 ) Foreign (1,614 ) (1,890 ) (1,398 ) Total Deferred (1,597 ) (1,847 ) (1,698 ) Income tax benefit $ (1,434 ) $ (1,709 ) $ (1,606 ) The Company's actual provision for tax differed from the amounts computed by applying the U.S. federal income tax rates of 21% and 34% to loss before income taxes as a result of the following: Year Ended December, 31, 2018 2017 2016 Federal tax rate 21.0 % 34.0 % 34.0 % Stock-based compensation 1.3 % -0.2 % -0.5 % Change in valuation allowance -9.4 % 38.0 % -16.8 % Foreign rate differential 2.4 % -1.1 % -1.3 % Warrant revaluation -10.0 % -17.5 % -0.2 % Interest expense -1.7 % -1.8 % 0.0 % Acquisition costs — 0.0 % -1.2 % Goodwill impairment — -1.2 % -10.8 % Impact of 2017 Tax Cuts and Jobs Act on change in deferred tax assets — -46.5 % — Other -0.6 % -0.7 % 0.7 % Effective income tax rate 3.0 % 3.0 % 3.9 % Deferred income tax assets and liabilities consist of the following: (in thousands): As of December 31, 2018 2017 Deferred tax assets: Net operating loss carryforwards $ 52,135 $ 49,374 Tax credit carryforwards 6,235 5,798 Accruals 3,068 583 Property and equipment 1,571 1,184 Other 812 633 Gross deferred tax assets 63,821 57,572 Valuation allowance (60,327 ) (54,934 ) Total deferred tax assets 3,494 2,638 Deferred tax liabilities: Purchased intangibles (6,429 ) (7,554 ) Other (33 ) (17 ) Total deferred tax liabilities (6,462 ) (7,571 ) Net deferred tax liabilities $ (2,968 ) $ (4,933 ) The Company assesses the realizability of its net deferred tax assets by evaluating all available evidence, both positive and negative, including (1) cumulative results of operations in recent years, (2) sources of recent losses, (3) estimates of future taxable income and (4) the length of net operating loss carryforward periods. The Company believes that based on the history of its U.S. losses and other factors, the weight of available evidence indicates that it is more likely than not that it will not be able to realize its U.S. net deferred tax assets. The Company has also placed a valuation allowance on the net deferred tax assets of its Australian operations. Accordingly, the U.S. and Australia net deferred tax assets have been offset by a full valuation allowance. The valuation allowance increased by $5.4 million and decreased by $21.4 million during the years ended December 31, 2018 and 2017, respectively. As of December 31, 2018, the Company had domestic federal net operating loss carryforwards of $207.5 million, domestic state net operating loss carryforwards of $80.9 million, and foreign net operating loss carryforwards of $8.7 million that can reduce future taxable income. The domestic federal and state net operating loss carryforwards will begin to expire in 2019 and 2028, respectively. The foreign net operating loss carryforwards can be carried forward indefinitely. As of December 31, 2018, the Company had credit carryforwards of approximately $4.6 million and $5.8 million available to reduce future taxable income, if any, for domestic federal and California state income tax purposes, respectively. The domestic federal credit carryforwards begin to expire in 2021. California credits have no expiration date. Utilization of the Company's net operating loss and credit carryforwards may be subject to a substantial annual limitation due to the ownership change limitations provided by the Internal Revenue Code of 1986, as amended and similar state provisions. The Company has not performed a Section 382 analysis subsequent to the 2007 tax year to determine if a change occurred and whether the use of net operating loss carryforwards and credit carryforwards will be limited to offset future taxable income. For financial statement purposes, the Company has included the federal and state net operating losses and credits in the deferred tax assets with a full valuation allowance. Based on a preliminary review of the Company's equity transactions since inception, the Company believes a portion of its net operating loss carryforwards and credit carryforwards may be limited due to equity financings which occurred in 2000, 2004, 2007, 2014 and through the current period. A reconciliation of the Company’s unrecognized tax benefits is as follows (in thousands): Year Ended December 31, 2018 2017 2016 Balance at the beginning of the year $ 3,164 $ 5,252 $ 2,431 Additions based on tax positions related to the current year 285 186 332 Additions (decreases) based on tax positions related to prior years — (2,274 ) 2,489 Balance at the end of the year $ 3,449 $ 3,164 $ 5,252 Approximately $0.5 million of the $3.4 million of net unrecognized tax benefit as of December 31, 2018, if recognized, would impact the Company's effective tax rate. During the year ended December 31, 2018, given the Company's valuation allowance, the uncertain tax benefits would not have impacted the effective tax rate. The Company recognizes interest and penalties related to unrecognized tax benefits as a component of income tax expense. As of December 31, 2018, December 31, 2017 and December 31, 2016 the Company had $0.3 million of cumulative interest and penalties related to unrecognized tax benefits. The Company does not anticipate a significant change in the unrecognized tax benefits over the next twelve months. The Company files U.S., state and foreign income tax returns in jurisdictions with varying statutes of limitations. Due to net operating loss and credit carryovers, the domestic federal and state income tax returns are subject to tax authority examination from inception. In jurisdictions where the Company files income tax returns, the statutes of limitations with respect to these jurisdictions vary from jurisdiction to jurisdiction and range from 3 to 6 years. On December 22, 2017, the Tax Cuts and Jobs Act of 2017, the Tax Act, was signed into law making significant changes to the Internal Revenue Code. Changes include, but are not limited to, a corporate tax rate decrease from 35% to 21% effective for tax years beginning after December 31, 2017. The Company calculated the impact of the Tax Act in its year end income tax provision in accordance with its understanding of the Tax Act and guidance available as of the date of this filing which did not result in any additional income tax expense in the fourth quarter of 2017. The enactment of the Tax Act also requires companies to recognize the effects of changes in tax laws and rates on deferred tax assets and liabilities and the retroactive effects of changes in tax laws in the period in which the new legislation is enacted. Consequently, the Company accounted for a provisional estimated reduction of the U.S. deferred tax assets from $72.5 million to approximately $45.9 million with a corresponding decrease of $27.0 million to the Company’s valuation allowance. The Company completed its analysis of the impacts of the 2017 Tax Act in the fourth quarter of 2018 with no net change to its provisional estimates due to the valuation allowance. |
Segment Reporting
Segment Reporting | 12 Months Ended |
Dec. 31, 2018 | |
Segment Reporting [Abstract] | |
Segment Reporting | 16. SEGMENT REPORTING Operating segments are defined as components of an enterprise for which separate financial information is available that is evaluated regularly by the 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 CEO 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. The Company previously operated and reported its operating results in two reportable segments: Post-Transplant and Pre-Transplant. In the third quarter of 2018, the Company completed a business reorganization to support the Company’s strategy to become a global transplant care leader. The position of the head of the former Pre-Transplant segment was eliminated, and global functional leaders who report to CODM were identified to manage sales and marketing, research and development, manufacturing and quality and other global functions. These changes resulted in changes to the presentation of financial information provided to the CODM for resource allocation and management performance assessment. The CODM continues to review revenue and cost of sales by testing services and products, as reported in the consolidated statements of operations. Earnings before interests, taxes, depreciation and amortization and operating results are reviewed at the consolidated level only. Effective September 30, 2018, the Company reports a single operating segment. As of December 31, 2018 and 2017, there are no changes to the segment financial information reporting, except that the Company does not report results of former Post and Pre-Transplant segments. Such information is no longer prepared and therefore has not been provided to the CODM since the Company completed its reorganization during the reporting period ending September 30, 2018. Revenues by geographic regions are based upon the customers’ ship-to address for product revenue and the region of testing for testing services revenue. The following table summarizes reportable revenues by geographic regions (in thousands): Years Ended December 31, 2018 2017 2016 Testing services revenue United States $ 59,683 $ 32,598 $ 29,492 Rest of World 617 508 188 $ 60,300 $ 33,106 $ 29,680 Product revenue United States $ 5,881 $ 4,189 $ 3,006 Europe 7,506 7,980 6,270 Rest of World 2,287 2,465 1,439 $ 15,674 $ 14,634 $ 10,715 License and other revenue United States $ 499 $ 498 $ 194 Europe 96 86 42 $ 595 $ 584 $ 236 Total United States $ 66,063 $ 37,285 $ 32,692 Total Europe $ 7,602 $ 8,066 $ 6,312 Total Rest of World $ 2,904 $ 2,973 $ 1,627 Total $ 76,569 $ 48,324 $ 40,631 The following table summarizes long-lived assets, consisting of property and equipment, net, by geographic regions (in thousands): December 31, 2018 December 31, 2017 Long-lived assets: United States $ 3,235 $ 1,206 Europe 625 776 Rest of World 274 93 Total $ 4,134 $ 2,075 |
Selected Quarterly Financial Da
Selected Quarterly Financial Data | 12 Months Ended |
Dec. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Selected Quarterly Financial Data | 17. SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED) The following table presents selected unaudited consolidated financial data for each of the eight quarters in the two-year period ended December 31, 2018. The Company believes this information reflects all recurring adjustments necessary to fairly present this information when read in conjunction with the Company’s consolidated financial statements and the related notes. Net loss per share attributable to CareDx, Inc., basic and diluted, for the four quarters of each fiscal year may not sum to the total for the fiscal year because of the different number of shares outstanding during each period. The results of operations for any quarter are not necessarily indicative of the results to be expected for any future period. Quarter Ended: March 31 June 30 September 30 December 31 (In thousands, except share and per share data) 2018 Consolidated Statements of Operations Data: Total revenue $ 14,053 $ 17,823 $ 21,184 $ 23,509 Net loss attributable to CareDx, Inc. used to compute basic net loss per share $ (8,969 ) $ (14,062 ) $ (19,970 ) $ (3,755 ) Net loss per common share attributable to CareDx, Inc., basic $ (0.30 ) $ (0.40 ) $ (0.54 ) $ (0.09 ) Net loss per common share attributable to CareDx, Inc., diluted $ (0.30 ) $ (0.40 ) $ (0.54 ) $ (0.09 ) Shares used in calculation of net loss per share attributable to CareDx, Inc., basic 29,615,441 35,549,837 37,154,293 40,104,341 Shares used in calculation of net income loss per share attributable to CareDx, Inc., diluted 29,615,441 35,549,837 37,154,293 40,104,341 2017 Consolidated Statements of Operations Data: Total revenue $ 11,584 $ 12,046 $ 12,191 $ 12,503 Net loss attributable to CareDx, Inc. used to compute basic net loss per share $ (5,562 ) $ (3,968 ) $ (14,268 ) $ (31,671 ) Net loss per common share attributable to CareDx, Inc., basic $ (0.26 ) $ (0.19 ) $ (0.63 ) $ (1.13 ) Net loss per common share attributable to CareDx, Inc., diluted $ (0.26 ) $ (0.19 ) $ (0.63 ) $ (1.13 ) Shares used in calculation of net loss per share attributable to CareDx, Inc., basic 21,343,782 21,412,480 22,526,615 27,983,033 Shares used in calculation of net income loss per share attributable to CareDx, Inc., diluted 21,343,782 21,412,480 22,526,615 27,983,033 |
Organization and Description _2
Organization and Description of Business (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
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 $ 311.8 equivalents of $64.6 million The Company may require additional financing in the future to fund working capital and the Company’s future products development. Additional financing might include issuance of equity securities, debt, or cash. There can be no assurance that the Company will be successful in acquiring additional funding at levels sufficient to fund its operations or on terms favorable to the Company. The Company believes its existing cash balance and expected revenues will be sufficient to meet its anticipated cash requirements for the next 12 months. |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include the accounts of the Company and its subsidiaries. Intercompany transactions have been eliminated. In April 2016, the Company acquired 98.3% of the controlling interest of CareDx International AB, formerly Allenex AB (“Allenex”) and recorded noncontrolling interest of 1.7%. On March 15, 2018, the Company acquired the remaining noncontrolling interest in Allenex and has not reported any noncontrolling interest balances since that date. The Company recorded debt extinguishment expenses on the conversion of debt in other expense, net in its consolidated statements of operations in its Annual Report on Form 10-K for the year ended December 31, 2017 and in its Quarterly Reports on Form 10-Q in 2018. These extinguishments expenses on the conversion of debt have been reclassified from other expense, net to debt extinguishment expenses for all periods presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018. |
Use of Estimates | Use of Estimates The preparation of 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 consolidated financial statements and accompanying notes. On an ongoing basis, management evaluates its estimates, including those related to transaction price estimates used for testing revenue; accrued expenses for clinical studies; inventory valuation; the fair value of issued common stock warrants and embedded derivatives; the fair value of assets and liabilities acquired in a business combination or an assets acquisition (including identifiable intangible assets acquired); the fair value of contingent consideration recorded in connection with a business combination; the grant date fair value assumptions used to estimate stock-based compensation expense; income taxes; impairment of long-lived assets and indefinite-lived assets (including goodwill); and 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, 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. These financial instruments are 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 that 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 and AlloSure tests provided for patients located in the U.S. and billed to various third-party payers, and from sales of products to distributors, strategic partners and transplant laboratories in Europe, the Middle East, Africa, the U.S., Latin America and other geographic regions. The Company has not experienced any significant credit losses and does not require collateral on receivables. For the years ended December 31, 2018, 2017 and 2016, approximately 48%, 27% and 44%, respectively, of total revenue was billed to Medicare. No other payers represented more than 10% of total revenue for the years ended December 31, 2018, 2017 and 2016. As of December 31, 2018 and 2017, approximately 27% and 16%, respectively, of accounts receivable was due from Medicare. No other payer represented more than 10% of accounts receivable at either December 31, 2018 or 2017. |
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. |
Restricted Cash | Restricted Cash As a condition of the lease agreements for certain facilities and an agreement with the State of Florida Medicaid, the Company must maintain letters of credit, minimum collateral requirements and a surety bond. These agreements are collateralized by cash. The cash used to support these arrangements of $0.2 million is classified as long-term restricted cash on the accompanying consolidated balance sheets. A restricted cash balance of $9.4 million related to the debt obligation with JGB (the “JGB Debt”) was released upon the full conversion of the JGB Debt to common stock during the three months ended March 31, 2018, and is no longer classified as restricted cash. |
Inventory | Inventory Inventory is finished goods, work in progress, and raw materials and consists of reagent plates, testing devices, laboratory supplies, reagents and finished goods kits. Inventories are used in connection with tests performed, and kits produced and may also be used for research and product development efforts. Laboratory supplies subsequently designated for research and product development use are expensed. Obsolete or damaged inventories are written off and excluded from the physical inventory. Inventories at the Company’s Stockholm, Sweden, and Fremantle, Australia locations are stated at the lower of purchased cost, determined on an average cost basis, or net realizable value. Inventories at the Company’s other locations are stated at the lower of actual purchased cost, determined on a first-in, first-out basis, or net realizable value. |
Property and Equipment, net | Property and Equipment, net Property and equipment are stated at cost, less accumulated depreciation. Property and equipment are depreciated using the straight-line method over the estimated useful lives of the assets. The estimated useful life is generally three years for machinery, computer and office equipment, and seven years for furniture and fixtures. Leasehold improvements are amortized over the shorter of their estimated useful lives or the remaining lease term. Assets held under capital leases are recorded at the lower of the net present value of the minimum lease payments or the fair market value of the leased asset at the inception of the lease. Amortization expense is computed using the straight-line method over the shorter of the estimated useful lives of the assets or the period of the related lease. The Company capitalizes certain costs incurred for software developed or obtained for internal use. These costs include software licenses, consulting services, and direct materials, as well as employee payroll and payroll-related costs. Capitalized internal-use software costs are depreciated over three years. |
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 Accounting Standard Codification (“ASC”), 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. |
Acquired Intangible Assets | Acquired Intangible Assets Amortizable intangible assets include customer relationships, developed technology, trademarks, contracts and acquired in-process technology assets acquired as part of a business combination. Intangible assets subject to amortization are amortized over their estimated useful lives. The Company tests amortizable intangible assets 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 amortizable intangible assets 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 Goodwill, Intangible Assets and Long-lived Assets | Impairment of Goodwill, Intangible Assets and Long-lived Assets Goodwill Goodwill recorded in a business combination is not subject to amortization. Instead, it is tested for impairment on an annual basis and whenever events or changes in circumstances indicate its carrying amount may not be recoverable. The Company’s annual impairment test date is December 1 st When necessary, to determine the reporting unit’s fair value under the quantitative approach, the Company uses a combination of income and market approaches, such as estimated discounted future cash flows of that reporting unit, multiples of earnings or revenues, and analysis of recent sales or offerings of comparable entities. The Company also considers its market capitalization on the date of the analysis to ensure the reasonableness of the reporting unit’s fair value. In the third quarter of 2018, the Company changed its reportable segments and reporting units. During that period, the Company determined that it operates in one reportable segment and one reporting unit. Prior to September 30, 2018 the Company had two reporting units – Post and Pre-transplant. The Company recorded goodwill impairment charges of $13.0 million and $2.0 million for the periods ended December 31, 2016 and December 31, 2017, respectively. The impairment charges resulted in full impairment of goodwill related to the Company’s former Pre-transplant reporting unit as of March 31, 2017. No goodwill impairment related to former Post-transplant reporting unit was recorded in prior periods. See Note 6 for additional discussion regarding the impairment charge recorded. In connection with the Company’s annual goodwill assessment on December 1, 2018, the Company performed a qualitative assessment taking into consideration past, current and projected future earnings, recent trends and market conditions; and its market capitalization. Based on this analysis, the Company concluded that it was more likely than not that the fair value of the reporting unit exceeded its carrying amount. As such, it was not necessary to perform the quantitative goodwill impairment assessment at that time. As of December 31, 2018, no impairment of goodwill has been identified. Intangible assets not subject to amortization The Company evaluates the carrying value of intangible assets not subject to amortization, related to acquired in-process technology assets, which are considered to be indefinite-lived until the completion or abandonment of the associated research and development efforts. Accordingly, amortization of the acquired in-process technology assets will not occur until the products reach commercialization. During the period the assets are considered indefinite-lived, they are tested for impairment on an annual basis, as well as between annual tests if the Company becomes aware of any events occurring or changes in circumstances that would indicate that the fair value of the acquired in-process technology assets are less than their carrying amounts. An impairment loss would be recorded when the fair value of an acquired in-process technology asset is less than its carrying value. If and when development is complete, which generally occurs when the products are made commercially available, the associated acquired in-process technology asset will be deemed finite-lived and will then be amortized based on its estimated useful life. As of December 31, 2018, no impairment of acquired in-process technology assets has been identified. Intangible assets and long-lived assets subject to amortization The Company evaluates its finite-lived intangible assets and its long-lived assets for indicators of possible impairment when events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company then compares the carrying amounts of the assets with the future net undiscounted cash flows expected to be generated by such asset. If an impairment exists, the Company measures the impairment 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. |
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 the price 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 financial instruments of the Company, including cash equivalents, accounts receivable, accounts payable and accrued liabilities, approximate fair value due to their short maturities. The carrying amount of the contingent consideration liability also represents its fair value. |
Common Stock Warrant Liability and Derivative Liability | Common Stock Warrant Liability and Derivative Liabilities Common Stock Warrant Liability On January 1, 2018, the Company adopted Accounting Standard Update (“ASU”) No. 2017-11, Accounting for Certain Financial Instruments with Down Round Features and Replacement of the Indefinite Deferral of Mandatorily Redeemable Financial Instruments of Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception. The Company determined that the common stock warrants issued to JGB (the “JGB Warrants”) meet equity classification criteria under the new standard and reclassified $6.6 million (the fair value of the JGB Warrants as of January 1, 2018) from warrant liability to equity (additional paid in capital). As of September 30, 2018, the JGB Warrants were fully exercised. The warrant issued to Perceptive Credit Holdings II, LP (“Perceptive” and such warrant the “Perceptive Tranche A Warrant”), on April 17, 2018, also met the equity classification as noted in Note 13. The new standard did not impact the classification of the other warrants included in the warrant liability balance as these financial instruments have other than down-round anti-dilution adjustments features. Outstanding warrants liabilities are remeasured each reporting period with changes in fair value recorded in change in estimated fair value of common stock warrant liability and derivative liability in the consolidated statement of operations. Refer to Note 4 for valuation methodology and assumptions used to estimate the warrant liability’s fair value. Derivative Liability The JGB Debt included certain embedded derivatives that required bifurcation, including settlement and penalty provisions. The combined embedded derivative was remeasured at each reporting period with changes recorded in change in estimated fair value of common stock warrant liability and derivative liabilities in the consolidated statements of operations. As of March 27, 2018, the JGB Debt was fully converted to shares of the Company’s common stock. The change in the fair market value of the derivative liability through March 27, 2018 was recorded in change in estimated fair value of common stock warrant liability and derivative liabilities in the consolidated statements of operations. On April 17, 2018, the Company entered into the Perceptive Credit Agreement, which included an embedded derivative that required bifurcation related to early repayment provisions. This embedded derivative fair value of $0.2 million was recorded as debt issuance discount. Refer to Note 10 for additional details. The derivative was remeasured at the end of each reporting period with changes recorded in change in estimated fair value of common stock warrant liability and derivative liabilities in the consolidated statements of operations. The embedded derivative liability of $0.2 million was extinguished on November 20, 2018, when the Company paid off all obligations under the Perceptive Credit Agreement. |
Revenue | Revenue The Company recognizes revenue from testing services, products, and license and other revenue in the amount that reflects the consideration that it expects to be entitled in exchange for goods or services as it transfers control to its customers. Revenue is recorded considering a five-step model that includes identifying the contract with a customer, identifying the performance obligations in the contract, determining the transaction price, allocating the transaction price to the performance obligations, and recognizing revenue when, or as, an entity satisfies a performance obligation. Testing Services Revenue AlloMap and AlloSure patient tests are ordered by healthcare providers. The Company receives a test requisition form with payer information along with a collected patient blood sample. The Company considers the patient to be its customer and the test requisition form a contract. Testing services are performed in the Company’s laboratory. Testing services represent one performance obligation in a contract and are performed when results of the test are provided to the healthcare provider, at a point of time. The healthcare providers that order the tests and on whose behalf CareDx provides testing services are generally not responsible for the payment of these services. The first and second revenue recognition criteria are satisfied when the Company receives a test requisition form with payer information from the healthcare provider. Generally, the Company bills third-party payers upon delivery of an AlloMap or AlloSure test result to the healthcare provider. Amounts received may vary amongst payers based on coverage practices and policies of the payer. The Company has used the portfolio approach, a practical expedient under ASC Topic 606, Revenue from Contracts with Customers The Company monitors revenue estimates at each reporting period based on actual cash collections in order to assess whether a revision to the estimate is required. As of December 31, 2018, the Company had received payments of $0.5 million more than estimated as of December 31, 2017, related to tests performed in prior periods. This change in estimate was included in testing services revenue in the year ended December 31, 2018, when cash was collected. Changes in transaction price estimates are updated quarterly based on actual cash collected or changes made to contracted rates. Product Revenue Product revenue is recognized from the sale of products to end-users, distributors and strategic partners when all revenue recognition criteria are satisfied. The Company generally has a contract or a purchase order from a customer with the specified required terms of order, including the number of products ordered. Transaction prices are determinable and products are delivered and risk of loss passed to the customer upon either shipping or delivery, as per the terms of the agreement. There are no further performance obligations related to a contract and revenue is recognized at the point of delivery consistent with the terms of the contract or purchase order. License and Other Revenue The Company generates revenue from license agreements. 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 the agreements 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. The Company makes judgments to determine if performance obligations are distinct or should be combined and the transaction price allocated to each performance obligation, which affect the periods over which revenue is recognized. 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 constrains variable consideration, such as milestones, if it is probable that a significant portion of revenue would be reversed. The Company’s deferred revenue relates to one performance obligation, which should be recognized over time. The Company did not recognize any revenue connected with milestones during the years ended December 31, 2018, 2017 or 2016. |
Cost of Testing Services | Cost of Testing Services Cost of testing services reflects the aggregate costs incurred in delivering the Company’s testing services. The components of cost of testing services are materials and service costs, direct labor costs, stock-based compensation, equipment and infrastructure expenses associated with testing samples, shipping, logistics and specimen processing charges to collect and transport samples, and allocated overhead including rent, information technology, equipment depreciation, utilities and royalties. Prior to adoption of the new revenue guidance, the Company recorded costs of testing associated with performing tests (except royalties) in the period when tests were performed without consideration of whether revenue was recognized in the same period. With the adoption of the new revenue standard on January 1, 2018, revenue and cost of testing services for tests performed are recognized in the same period. Royalties for licensed technology, calculated as a percentage of testing services revenues, are recorded as license fees in cost of testing services at the time the testing services 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, 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-downs of impaired, slow moving or obsolete inventory. |
Research and Development Expenses | Research and Development Expenses Research and development expenses, including clinical operations, represent costs incurred to develop diagnostic products and services, high quality evidence to support use of the Company’s tests, as well as continued efforts related to improving the Company’s existing product and service lines. These expenses include payroll and related expenses, consulting expenses, laboratory supplies, clinical studies and certain allocated expenses as well as amounts incurred under certain collaborative agreements. Research and development costs are expensed as incurred. The Company record accruals for estimated study costs comprised of work performed by contract research organizations under contract terms. |
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 using the straight-line attribution method. Options subject to vesting are required to be periodically remeasured over their service performance period, which is generally the same as the vesting period. |
Income Taxes | Income Taxes The Company accounts for income taxes under the liability method. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts expected to be realized. The Company assesses all material positions taken in any income tax return, including all significant uncertain positions, in all tax years that are still subject to assessment or challenge by relevant taxing authorities. The Company’s assessment of an uncertain tax position begins with the initial determination of the position’s sustainability and is measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. As of each balance sheet date, unresolved uncertain tax positions must be reassessed, and the Company will determine whether (i) the factors underlying the sustainability assertion have changed and (ii) the amount of the recognized tax benefit is still appropriate. The recognition and measurement of tax benefits requires significant judgment. Judgments concerning the recognition and measurement of a tax benefit may change as new information becomes available. |
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, Australian dollar 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 translation gains and losses on revenue and expenses are recognized in current operations. |
Comprehensive Loss | Comprehensive Loss Comprehensive loss consists of net loss and other losses affecting stockholders’ equity (deficit) that, under U.S. GAAP, are excluded from net income or loss. For the Company, such items consist of foreign currency losses on the translation of foreign assets and liabilities. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements On January 1, 2018, the Company adopted the new revenue accounting standard Revenue from Contracts with Customers (Topic 606) The adoption of ASC 606 resulted in a one-time adjustment of $2.9 million to accounts receivable and accumulated deficit on January 1, 2018. The adjustment reflects the estimated payments to be received for tests where the result had been delivered at December 31, 2017, but associated revenue had not been recognized by December 31, 2017, because payment had not been received. As of December 31, 2018, the Company had received payments of $3.4 million for these tests and recorded additional testing revenue of $0.5 million as a change in estimate. The new standard did not impact the Company’s product revenue or license and other revenue, nor did it impact contract assets or contract liabilities. The following table summarizes the impact of the ASC 606 adoption on accounts receivable as of December 31, 2018 (in thousands): Balance as Reported Balance without the adoption of ASC 606 Impact of Adoption of ASC 606 Balance Sheets Accounts Receivable $ 9,760 $ 5,424 $ 4,336 The following table summarizes the impact to the consolidated statements of operations in accordance with the new revenue standard requirements for the year ended December 31, 2018 (in thousands): Year Ended December 31, 2018 Balance As Reported Balance without the adoption of ASC 606 Revenue Impact of adoption of ASC 606 Statements of Operations Testing revenue $ 60,300 $ 58,661 $ 1,639 Product revenue 15,674 15,674 — License and other revenue 595 595 — $ 76,569 $ 74,930 $ 1,639 In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-02, Leases (Topic 842) (“ASC 842”) Codification Improvements to Topic 842, Leases Leases (Topic 842) The Company has substantially completed an evaluation of the impact of adopting this guidance will have on its consolidated financial statements and disclosures. The Company believes the most significant changes to the consolidated financial statements will be the recognition of ROU assets and offsetting lease liabilities related to operating leases in the consolidated balance sheet. Upon adoption of ASC 842 on January 1, 2019, the Company anticipates that it will record a ROU asset of approximately $3.0 million and a lease liability of approximately $4.0 million. The Company does not expect the standard to have a material impact on the consolidated statement of cash flows or the consolidated statement of operations. The Company is currently working to complete the implementation of new processes and information technology tools to assist in its ongoing lease data collection and analysis, and updating its accounting policies and internal controls in connection with the adoption of the new standard. In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (a consensus of the Emerging Issues Task Force) In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (a consensus of the FASB Emerging Issues Task Force) . In May 2017, the FASB issued ASU No. 2017-09, Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting In July 2017, the FASB issued ASU No. 2017-11, Accounting for Certain Financial Instruments with Down Round Features and Replacement of the Indefinite Deferral of Mandatorily Redeemable Financial Instruments of Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception In February 2018, the FASB issued ASU No. 2018-02, Income Statement – Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income . In June 2018, the FASB issued ASU No. 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share Based Payment Accounting In August 2018, the FASB issued ASU No. 2018-15, Intangibles – Goodwill and Other – Internal – Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (“ASU 2018-15”). ASU 2018-15 is effective for fiscal years beginning after December 15, 2019, and interim periods therein. Early adoption of ASU 2018-15 is permitted including adoption in any interim period . The Company plans to adopt the standard during 2019. The Company expects the new standard will impact its prospective consolidated financial statements after adoption related to implementation costs in a cloud computing arrangement if and when entered by the Company. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
ASU 2014-09 [Member] | |
Schedule of Impact to Statement of Operations and Balance Sheets in Accordance with New Revenue Standard Requirements | The following table summarizes the impact of the ASC 606 adoption on accounts receivable as of December 31, 2018 (in thousands): Balance as Reported Balance without the adoption of ASC 606 Impact of Adoption of ASC 606 Balance Sheets Accounts Receivable $ 9,760 $ 5,424 $ 4,336 The following table summarizes the impact to the consolidated statements of operations in accordance with the new revenue standard requirements for the year ended December 31, 2018 (in thousands): Year Ended December 31, 2018 Balance As Reported Balance without the adoption of ASC 606 Revenue Impact of adoption of ASC 606 Statements of Operations Testing revenue $ 60,300 $ 58,661 $ 1,639 Product revenue 15,674 15,674 — License and other revenue 595 595 — $ 76,569 $ 74,930 $ 1,639 |
Net Loss Per Share Attributab_2
Net Loss Per Share Attributable to CareDx, Inc (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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): Year Ended December 31, 2018 2017 2016 Numerator: Net loss attributable to CareDx, Inc. used to compute basic net loss per share $ (46,756 ) $ (55,469 ) $ (39,469 ) Net loss attributable to CareDx, Inc. used to compute diluted net loss per share $ (46,756 ) $ (55,469 ) $ (39,469 ) Denominator: Weighted-average shares used to compute basic net loss per share attributable to CareDx, Inc. 35,638,956 23,332,503 16,496,911 Weighted-average shares used to compute diluted net loss per share attributable to CareDx, Inc. 35,638,956 23,332,503 16,496,911 Net loss per share attributable to CareDx, Inc.: Basic $ (1.31 ) $ (2.38 ) $ (2.39 ) Diluted $ (1.31 ) $ (2.38 ) $ (2.39 ) |
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: Year Ended December 31, 2018 2017 2016 Shares of common stock subject to outstanding options 2,501,057 1,941,472 1,757,309 Shares of common stock subject to outstanding common stock warrants 656,289 3,678,957 3,259,926 Shares of common stock subject to convertible notes — 6,127,021 — Shares of common stock subject to contingent consideration — 227,845 227,845 Restricted stock units 968,364 436,176 306,245 Total common stock equivalents 4,125,710 12,411,471 5,551,325 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Assets and Liabilities Measured on Recurring Basis | The following table sets forth the fair value of the Company’s financial assets and liabilities measured on a recurring basis, as of December 31, 2018 and 2017 (in thousands): December 31, 2018 Fair Value Measured Using (Level 1) (Level 2) (Level 3) Total Balance Assets Money market funds $ 59,471 $ — $ — $ 59,471 Liabilities Common stock warrant liability — — $ 10,003 $ 10,003 December 31, 2017 Fair Value Measured Using (Level 1) (Level 2) (Level 3) Total Balance Assets Money market funds $ 13,097 $ — $ — $ 13,097 Liabilities Contingent consideration $ — $ — $ 1,672 $ 1,672 Common stock warrant liability — — 18,712 $ 18,712 Derivative Liability — — 14,600 14,600 Total liabilities $ — $ — $ 34,984 $ 34,984 |
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 classifications 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 Common Stock Warrant Liability JGB Debt derivative Liability Perceptive Derivative Liability Total Balance as of December 31, 2016 $ 492 $ 5,208 $ — $ — $ 5,700 Issuance of JGB Debt and warrants — 900 2,290 — 3,190 Exercise of warrants — (4,306 ) — — (4,306 ) Conversion of JGB Debt — — (402 ) — (402 ) Change in estimated fair value 1,180 16,910 12,712 — 30,802 Balance as of December 31, 2017 $ 1,672 $ 18,712 $ 14,600 $ — $ 34,984 Exercise of warrants — (27,714 ) — — (27,714 ) Extinguishment of derivative liabilities — — (12,066 ) (202 ) (12,268 ) Reclassification to equity (Note 2) — (6,550 ) — — (6,550 ) Issuance of Perceptive derivative liability — — — 245 245 Issuance of shares of common stock (2,689 ) — — — (2,689 ) Change in estimated fair value 1,017 25,555 (2,534 ) (43 ) 23,995 Balance as of December 31, 2018 $ — $ 10,003 $ — $ — $ 10,003 |
Summary of Common Stock Warrant and Derivative Liability Valuation Assumptions | Common Stock Warrant and Derivative Liability Valuation Assumptions: December 31, 2018 December 31, 2017 Private Placement Common Stock Warrant Liability Stock Price $ 25.14 $ 7.34 Exercise Price $ 1.12 $ 1.12 Remaining term (in years) 4.29 5.29 Volatility 79.00 % 66.00 % Risk-free interest rate 2.46 % 2.21 % Subsequent Financing Common Stock Warrant Liability Stock Price $ — $ 7.34 Exercise Price $ — $ 4.00 Remaining term (in years) — 5.46 Volatility — % 65.00 % Risk-free interest rate — % 2.21 % Placement Agent Common Stock Warrant Liability Stock Price $ 25.14 $ 7.34 Exercise Price $ 1.12 $ 1.12 Remaining term (in years) 2.29 3.29 Volatility 86.00 % 82.00 % Risk-free interest rate 2.44 % 1.99 % JGB Common Stock Warrant Liability Stock Price $ — $ 7.34 Exercise Price $ — $ 4.67 Remaining term (in years) — 4.71 Volatility — % 30.00 % Risk-free interest rate — % 1.89 % JGB Derivative Liability Stock Price $ — $ 7.34 Remaining term (in years) — 2.16 Volatility — % 69.00 % Risk-free interest rate — % 2.14 % |
Business Combinations and Ass_2
Business Combinations and Asset Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Illumina [Member] | |
Summary of Fair Values of Assets Acquired and Liabilities Assumed as of Acquisition Date | The following table summarizes the fair values of the intangible assets acquired as of the closing date (in thousands): Estimated Fair Value Estimated Useful Life (Years) Customer relationships: TruSight HLA $ 380 2.6 Acquired in-process technology: AlloSeq HLA 2,719 — Acquired in-process technology: AlloSeq BMT 2,103 — Total $ 5,202 |
Conexio [Member] | |
Summary of Fair Values of Assets Acquired and Liabilities Assumed as of Acquisition Date | The following table summarizes the fair values of the assets acquired and liabilities assumed as of the acquisition date (in thousands): Total Inventory $ 1,040 Property, plant and equipment 97 Intangible assets 155 Goodwill 85 Assumed liabilities (82 ) Total acquisition consideration $ 1,295 |
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 Value Estimated Useful Life (Years) Completed technology $ 127 4 Customer relationships 28 4 Total $ 155 |
Allenex [Member] | |
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, 2016. 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) as of December 31, 2016. Total 2016 Revenue: Testing revenue $ 29,680 Product revenue 15,101 Other revenue 407 Total revenue $ 45,188 Net loss $ (32,319 ) |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Summary of Goodwill | The following table presents details of the Company’s goodwill for the year ended December 31, 2017 (in thousands): Former Post-Transplant Former Pre-Transplant Total Balance as of December 31, 2016 $ 12,005 $ 1,834 $ 13,839 Goodwill acquired — 85 85 Goodwill impairment — (1,958 ) (1,958 ) Foreign currency translation adjustments — 39 39 Balance as of December 31, 2017 $ 12,005 $ — $ 12,005 |
Summary of Intangible Assets | The following tables present details of the Company’s intangible assets as of December 31, 2018 (in thousands): December 31, 2018 Acquisition Cost Accumulated Amortization Foreign Currency Translation Net Carrying Amount Weighted Average Remaining Useful Life (In Years) Intangible assets with finite lives: Customer relationships: Allenex $ 12,650 $ (2,198 ) $ (1,129 ) $ 9,323 12.0 Customer relationships: Conexio 28 (6 ) (2 ) 20 2.0 Customer relationships: TruSight HLA 380 (86 ) — 294 2.0 Developed technology: Olerup SSP 11,650 (3,065 ) (998 ) 7,587 7.0 Acquired technology: QTYPE 4,510 (671 ) (407 ) 3,432 12.0 Acquired technology: Olerup SBT 127 (28 ) (6 ) 93 2.0 Acquired technology―dd-cfDNA 6,650 (635 ) — 6,015 11.8 Trademarks 2,260 (454 ) (140 ) 1,666 12.0 Total intangible assets with finite lives $ 38,255 $ (7,143 ) $ (2,682 ) $ 28,430 Acquired in-process technology: AlloSeq HLA 2,719 — — 2,719 — Acquired in-process technology: AlloSeq BMT 2,103 — — 2,103 — Total intangible assets $ 43,077 $ (7,143 ) $ (2,682 ) $ 33,252 The following tables present details of the Company’s intangible assets as of December 31, 2017 (in thousands): December 31, 2017 Gross Carrying Amount Accumulated Amortization Foreign Currency Translation Net Amount Remaining Useful (In Customer relationships: Allenex $ 12,650 $ (1,394 ) $ (250 ) $ 11,006 13.0 Customer relationships: Conexio 28 (3 ) 1 26 8.1 Developed technology: Olerup SSP 11,650 (1,942 ) (258 ) 9,450 8.0 Acquired technology: QTYPE 4,510 (376 ) (84 ) 4,050 13.0 Acquired technology: Olerup SBT 127 (14 ) 5 118 8.1 Acquired technology: dd-cfDNA 6,650 (127 ) — 6,523 12.9 Trademarks 2,260 (310 ) 16 1,966 13.0 Total intangible assets $ 37,875 $ (4,166 ) $ (570 ) $ 33,139 |
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 December 31, 2018 (in thousands): Years Ending December 31, Cost of Product Sales and Marketing Total 2019 $ 1,925 $ 1,073 $ 2,998 2020 1,925 1,073 2,998 2021 1,878 916 2,794 2022 1,878 916 2,794 2023 1,878 916 2,794 Thereafter 7,643 6,409 14,052 Total future amortization expense $ 17,127 $ 11,303 $ 28,430 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Summary of Inventory | Inventory consisted of the following (in thousands): December 31, 2018 2017 Finished goods $ 2,506 $ 2,569 Work in progress 651 1,471 Raw materials 1,786 1,489 Total inventory $ 4,943 $ 5,529 |
Components of Property and Equipment | Property and equipment consisted of the following (in thousands): December 31, 2018 2017 Leasehold improvements $ 5,187 $ 5,194 Furniture and fixtures 720 825 Computer and office equipment 4,488 4,734 Machinery and equipment 6,961 6,806 Construction in progress 878 — $ 18,234 $ 17,559 Less: Accumulated depreciation and amortization (14,100 ) (15,484 ) Property and equipment, net $ 4,134 $ 2,075 |
Components of Accrued and Other Liabilities | Accrued and other liabilities consisted of the following (in thousands): December 31, 2018 2017 Clinical studies $ 1,815 $ 1,115 Professional fees 822 475 Test sample processing fees 657 633 Deferred rent – current portion 432 419 Accrued royalty 285 — Customer overpayments and refunds due 184 270 Capital leases – current portion 172 13 Software implementation costs 58 94 Uninvoiced receipts — 253 Accrued interest payable — 81 Other accrued expenses 983 382 Total accrued and other liabilities $ 5,408 $ 3,735 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Commitments And Contingencies Disclosure [Abstract] | |
Future Minimum Lease Commitments under Operating and Capital Leases | Future minimum lease commitments under these operating and capital leases on December 31, 2018, are as follows (in thousands): Years ending December 31, Capital Leases Operating leases 2019 $ 193 $ 2,161 2020 193 2,045 2021 67 10 2022 and thereafter — 7 Total minimum lease payments $ 453 $ 4,223 Less: amounts representing interest (32 ) Present value of minimum lease payments 421 Less: current portion of obligations under capital leases (172 ) Long-term portion of obligations under capital leases $ 249 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Schedule of Debt | Debt consisted of the following (in thousands): December 31, 2017 JGB Debt $ 7,743 Danske Bank Term Loan & Credit Facility 6,763 SSP Primers Loan 1,215 Current portion of long-term debt $ 15,721 JGB Debt $ 14,168 FastPartner Subordinated Promissory Notes 2,400 Al Amoudi Subordinated Promissory Notes 1,770 Long-term debt, net of current portion $ 18,338 |
Perceptive Security Agreement [Member] | |
Schedule of Carrying Values of Debt | The following table summarizes the Company’s carrying value of the Perceptive Credit Agreement (in thousands) on April 17, 2018, the issuance date (in thousands): April 17, 2018 Debt principal $ 15,000 Less: Issuance cost (669 ) Discount related to issued warrants (784 ) Embedded derivative liability (245 ) Total debt discount (1,698 ) Carrying value $ 13,302 |
JGB Debt [Member] | |
Schedule of Carrying Values of Debt | The following table summarizes the Company’s carrying value of the JGB Debt (in thousands) on the March 15, 2017 issuance date: March 15, 2017 Debt Principal $ 27,780 Less: Issuance cost (998 ) Original issue discount (2,780 ) Original warrant valuation (900 ) Embedded Derivative Liability (2,290 ) Total debt discount (6,968 ) Carrying Value $ 20,812 |
Warrants (Tables)
Warrants (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Common Stock [Member] | |
Class Of Warrant Or Right [Line Items] | |
Components of Warrants Outstanding | As of December 31, 2018, outstanding warrants to purchase common stock were: Classified as Original Term Exercise Price Number of Shares Underlying Warrants Original issue date: August 2009 Equity 10 years $ 21.78 33,473 July 2010 Equity 9 years $ 21.78 6,694 August 2012 Equity 7 years $ 21.78 167,182 January 2015 Equity 5 years $ 6.96 34,483 April 2016 (a) Liability 7 years $ 1.12 323,021 April 2016 (b) Liability 5 years $ 1.12 91,436 656,289 (a) Issued on April 14, 2016 in connection with the Private Placement to certain accredited investors. In accordance with the anti-dilution provisions, the exercise price of the warrants issued in connection with such private placement was adjusted from $4.98 to $4.00, which was the price paid by investors in the Company’s underwritten public offering of common stock, which closed on September 26, 2016. As a result of the issuance of 1,022,544 shares of the Company’s common stock at $1.12 in connection with the amendments to the Conditional Share Purchase Agreement, the exercise price was adjusted from $4.00 to $1.12, effective July 3, 2017. (b) Issued on April 14, 2016 in connection with the Private Placement to placement agents. As a result of the issuance of 1,022,544 shares of the Company’s common stock at $1.12 in connection with the amendments to the Conditional Share Purchase Agreement, the exercise price was adjusted from $3.99 to $1.12, effective July 3, 2017. |
Stock Incentive Plans (Tables)
Stock Incentive Plans (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Options, RSUs Activity under 2014 Equity Incentive Plan and 2016 Inducement Plan and Related Information | The following table summarizes options and RSUs activity under the Company’s 2014 Equity Incentive Plan and 2016 Inducement Plan and related information: Shares Available for Grant Stock Options Outstanding Weighted- Average Exercise Price Number of RSU Shares Weighted- Average Grant Date Fair Value Balance—December 31, 2017 156,429 1,941,473 4.21 439,926 4.39 Additional options authorized 1,957,075 — — — — Common stock awards for services (25,509 ) — — — — RSUs granted (847,734 ) — — 847,734 13.89 RSUs vested — — — (272,806 ) 8.59 Options granted (1,116,683 ) 1,116,683 14.78 — — Options exercised — (472,645 ) 3.13 — — Repurchases of common stock under employee incentive plans 67,656 — — — — RSUs forfeited 46,490 — — (46,490 ) 5.63 Options forfeited 82,576 (82,576 ) 5.26 — — Options expired 1,878 (1,878 ) 3.51 — — Balance—December 31, 2018 322,178 2,501,057 $ 9.10 968,364 $ 11.49 |
Summary of Options Outstanding and Exercisable Vested or Expected to Vest | Options outstanding that have vested and are expected to vest at December 31, 2018 are as follows: Number of Shares Issued Weighted Average Exercise Price Weighted Average Remaining Contractual (Years) Aggregate Intrinsic Value (In Vested 1,020,905 $ 5.26 6.72 $ 20,299 Expected to Vest 1,301,026 11.77 9.04 17,728 Total 2,321,931 $ 38,027 |
Weighted-Average Assumptions Used to Estimate Fair Value of Share-Based Awards | The estimated fair value of employee stock options and ESPP shares was estimated using the Black-Scholes Model based on the following weighted average assumptions. Year Ended December 31, 2018 2017 2016 Employee Stock Options Expected term (in years) 5.9 5.9 5.9 Expected volatility 69.69 % 57.34 % 42.10 % Risk-free interest rate 2.77 % 2.01 % 1.52 % Expected dividend yield — % — % — % Employee Stock Purchase Plan Expected term (in years) 0.5 0.5 0.5 Expected volatility 59.94 – 105.32 % 62.27 – 98.58 % 77.0 5 % Risk-free interest rate 1.61 – 2.14 % 0.65 – 1.13 % 0.37 – 0.49 % 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-based awards for the years ended December 31, 2018, 2017 and 2016, included in the consolidated statements of operations as follows (in thousands): Year Ended December 31, 2018 2017 2016 Cost of testing $ 821 $ 188 $ 144 Research and development 1,631 405 449 Sales and marketing 986 157 156 General and administrative 3,700 994 1,249 $ 7,138 $ 1,744 $ 1,998 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Summary of Loss Before Income Taxes | Loss before income taxes for the years ended December 31, 2018, 2017 and 2016 is summarized as follows (in thousands): Year Ended December 31, 2018 2017 2016 United States $ (41,109 ) $ (50,132 ) $ (21,753 ) Foreign (7,106 ) (7,137 ) (19,609 ) $ (48,215 ) $ (57,269 ) $ (41,362 ) |
Components of Provision for (Benefit from) Income Taxes | The components of the provision for (benefit from) income taxes are summarized as follows (in thousands): As of December 31, 2018 2017 2016 Current Federal $ 24 $ 74 $ 49 State — (4 ) 11 Foreign 139 68 32 Total Current 163 138 92 Deferred Federal 13 42 (251 ) State 4 1 (49 ) Foreign (1,614 ) (1,890 ) (1,398 ) Total Deferred (1,597 ) (1,847 ) (1,698 ) Income tax benefit $ (1,434 ) $ (1,709 ) $ (1,606 ) |
Schedule of Provision for Tax Differed from Amounts Computed by Applying the U.S. Federal Income Tax Rate to Loss Before Income | Year Ended December, 31, 2018 2017 2016 Federal tax rate 21.0 % 34.0 % 34.0 % Stock-based compensation 1.3 % -0.2 % -0.5 % Change in valuation allowance -9.4 % 38.0 % -16.8 % Foreign rate differential 2.4 % -1.1 % -1.3 % Warrant revaluation -10.0 % -17.5 % -0.2 % Interest expense -1.7 % -1.8 % 0.0 % Acquisition costs — 0.0 % -1.2 % Goodwill impairment — -1.2 % -10.8 % Impact of 2017 Tax Cuts and Jobs Act on change in deferred tax assets — -46.5 % — Other -0.6 % -0.7 % 0.7 % Effective income tax rate 3.0 % 3.0 % 3.9 % Year Ended December, 31, 2018 2017 2016 Federal tax rate 21.0 % 34.0 % 34.0 % Stock-based compensation 1.3 % -0.2 % -0.5 % Change in valuation allowance -9.4 % 38.0 % -16.8 % Foreign rate differential 2.4 % -1.1 % -1.3 % Warrant revaluation -10.0 % -17.5 % -0.2 % Interest expense -1.7 % -1.8 % 0.0 % Acquisition costs — 0.0 % -1.2 % Goodwill impairment — -1.2 % -10.8 % Impact of 2017 Tax Cuts and Jobs Act on change in deferred tax assets — -46.5 % — Other -0.6 % -0.7 % 0.7 % Effective income tax rate 3.0 % 3.0 % 3.9 % |
Schedule of Deferred Income Tax Assets and Liabilities | Deferred income tax assets and liabilities consist of the following: (in thousands): As of December 31, 2018 2017 Deferred tax assets: Net operating loss carryforwards $ 52,135 $ 49,374 Tax credit carryforwards 6,235 5,798 Accruals 3,068 583 Property and equipment 1,571 1,184 Other 812 633 Gross deferred tax assets 63,821 57,572 Valuation allowance (60,327 ) (54,934 ) Total deferred tax assets 3,494 2,638 Deferred tax liabilities: Purchased intangibles (6,429 ) (7,554 ) Other (33 ) (17 ) Total deferred tax liabilities (6,462 ) (7,571 ) Net deferred tax liabilities $ (2,968 ) $ (4,933 ) |
Schedule of Reconciliation of Unrecognized Tax Benefits | A reconciliation of the Company’s unrecognized tax benefits is as follows (in thousands): Year Ended December 31, 2018 2017 2016 Balance at the beginning of the year $ 3,164 $ 5,252 $ 2,431 Additions based on tax positions related to the current year 285 186 332 Additions (decreases) based on tax positions related to prior years — (2,274 ) 2,489 Balance at the end of the year $ 3,449 $ 3,164 $ 5,252 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Segment Reporting [Abstract] | |
Reportable Revenues by Geographic Regions | Revenues by geographic regions are based upon the customers’ ship-to address for product revenue and the region of testing for testing services revenue. The following table summarizes reportable revenues by geographic regions (in thousands): Years Ended December 31, 2018 2017 2016 Testing services revenue United States $ 59,683 $ 32,598 $ 29,492 Rest of World 617 508 188 $ 60,300 $ 33,106 $ 29,680 Product revenue United States $ 5,881 $ 4,189 $ 3,006 Europe 7,506 7,980 6,270 Rest of World 2,287 2,465 1,439 $ 15,674 $ 14,634 $ 10,715 License and other revenue United States $ 499 $ 498 $ 194 Europe 96 86 42 $ 595 $ 584 $ 236 Total United States $ 66,063 $ 37,285 $ 32,692 Total Europe $ 7,602 $ 8,066 $ 6,312 Total Rest of World $ 2,904 $ 2,973 $ 1,627 Total $ 76,569 $ 48,324 $ 40,631 |
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): December 31, 2018 December 31, 2017 Long-lived assets: United States $ 3,235 $ 1,206 Europe 625 776 Rest of World 274 93 Total $ 4,134 $ 2,075 |
Selected Quarterly Financial _2
Selected Quarterly Financial Data (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Summary of Selected Quarterly Financial Data | The results of operations for any quarter are not necessarily indicative of the results to be expected for any future period. Quarter Ended: March 31 June 30 September 30 December 31 (In thousands, except share and per share data) 2018 Consolidated Statements of Operations Data: Total revenue $ 14,053 $ 17,823 $ 21,184 $ 23,509 Net loss attributable to CareDx, Inc. used to compute basic net loss per share $ (8,969 ) $ (14,062 ) $ (19,970 ) $ (3,755 ) Net loss per common share attributable to CareDx, Inc., basic $ (0.30 ) $ (0.40 ) $ (0.54 ) $ (0.09 ) Net loss per common share attributable to CareDx, Inc., diluted $ (0.30 ) $ (0.40 ) $ (0.54 ) $ (0.09 ) Shares used in calculation of net loss per share attributable to CareDx, Inc., basic 29,615,441 35,549,837 37,154,293 40,104,341 Shares used in calculation of net income loss per share attributable to CareDx, Inc., diluted 29,615,441 35,549,837 37,154,293 40,104,341 2017 Consolidated Statements of Operations Data: Total revenue $ 11,584 $ 12,046 $ 12,191 $ 12,503 Net loss attributable to CareDx, Inc. used to compute basic net loss per share $ (5,562 ) $ (3,968 ) $ (14,268 ) $ (31,671 ) Net loss per common share attributable to CareDx, Inc., basic $ (0.26 ) $ (0.19 ) $ (0.63 ) $ (1.13 ) Net loss per common share attributable to CareDx, Inc., diluted $ (0.26 ) $ (0.19 ) $ (0.63 ) $ (1.13 ) Shares used in calculation of net loss per share attributable to CareDx, Inc., basic 21,343,782 21,412,480 22,526,615 27,983,033 Shares used in calculation of net income loss per share attributable to CareDx, Inc., diluted 21,343,782 21,412,480 22,526,615 27,983,033 |
Organization and Description _3
Organization and Description of Business - Additional Information (Detail) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Oct. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Schedule of Capitalization, Equity [Line Items] | ||||
Accumulated deficit | $ 311,845,000 | $ 268,022,000 | ||
Cash and cash equivalents | 64,616,000 | $ 16,895,000 | $ 17,258,000 | |
Medicare [Member] | Testing Services [Member] | ||||
Schedule of Capitalization, Equity [Line Items] | ||||
Reimbursement rate | $ 2,841 | $ 3,240 | ||
Services Revenue [Member] | Customer Concentration Risk [Member] | Medicare [Member] | ||||
Schedule of Capitalization, Equity [Line Items] | ||||
Concentration risk, percentage | 48.00% | 27.00% | 44.00% | |
Services Revenue [Member] | Customer Concentration Risk [Member] | Medicare [Member] | Testing Services [Member] | ||||
Schedule of Capitalization, Equity [Line Items] | ||||
Concentration risk, percentage | 14.00% |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Detail) | Jan. 01, 2018USD ($) | Dec. 31, 2018USD ($) | Sep. 30, 2018USD ($)Segment | Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Sep. 30, 2017USD ($) | Jun. 30, 2017USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2018USD ($)Segment | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Jun. 30, 2018Segment | Jan. 01, 2019USD ($) | Nov. 20, 2018USD ($) | Apr. 17, 2018USD ($) | Mar. 15, 2018 | Mar. 15, 2017USD ($) | Apr. 30, 2016 | Apr. 14, 2016 |
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. | ||||||||||||||||||||
Long-term restricted cash | $ 200,000 | $ 200,000 | |||||||||||||||||||
Number of reportable segments | Segment | 2 | 1 | 2 | ||||||||||||||||||
Goodwill impairment | $ 0 | $ 1,958,000 | $ 13,021,000 | ||||||||||||||||||
Revenue recognition under milestone method | 0 | 0 | 0 | ||||||||||||||||||
Total revenue | $ 23,509,000 | $ 21,184,000 | $ 17,823,000 | $ 14,053,000 | $ 12,503,000 | $ 12,191,000 | $ 12,046,000 | $ 11,584,000 | 76,569,000 | 48,324,000 | 40,631,000 | ||||||||||
Testing Services Revenue [Member] | |||||||||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||||||||||||
Total revenue | 60,300,000 | 33,106,000 | 29,680,000 | ||||||||||||||||||
ASU 2014-09 [Member] | |||||||||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||||||||||||
Cumulative adjustment to retained earnings and accounts receivable | $ 2,900,000 | ||||||||||||||||||||
Total revenue | 76,569,000 | ||||||||||||||||||||
ASU 2014-09 [Member] | Testing Services Revenue [Member] | |||||||||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||||||||||||
Payments received for tests | 500,000 | ||||||||||||||||||||
ASU 2014-09 [Member] | Testing [Member] | |||||||||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||||||||||||
Payments received for tests | 3,400,000 | ||||||||||||||||||||
Total revenue | 60,300,000 | ||||||||||||||||||||
ASU 2014-09 [Member] | Testing [Member] | Change in Estimate [Member] | |||||||||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||||||||||||
Total revenue | 500,000 | ||||||||||||||||||||
ASU 2016-02 [Member] | Subsequent Event [Member] | |||||||||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||||||||||||
Operating lease, right-of-use asset | $ 3,000,000 | ||||||||||||||||||||
Operating lease, liability | $ 4,000,000 | ||||||||||||||||||||
Acquired in-Process Technology: AlloSeq [Member] | |||||||||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||||||||||||
Impairment of assets | $ 0 | ||||||||||||||||||||
Pre-Transplant [Member] | |||||||||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||||||||||||
Goodwill impairment | $ 1,958,000 | $ 13,000,000 | |||||||||||||||||||
Laboratory, Computer, and Office Equipment [Member] | |||||||||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||||||||||||
Estimated useful lives of assets | 3 years | ||||||||||||||||||||
Furniture and Fixtures [Member] | |||||||||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||||||||||||
Estimated useful lives of assets | 7 years | ||||||||||||||||||||
Capitalized Internal-use Software Costs [Member] | |||||||||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||||||||||||
Estimated useful lives of assets | 3 years | ||||||||||||||||||||
JGB Debt [Member] | |||||||||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||||||||||||
Long-term restricted cash | $ 9,400,000 | ||||||||||||||||||||
Restricted cash released upon full conversion of debt obligation | $ 9,400,000 | ||||||||||||||||||||
Debt issuance discount | 2,780,000 | ||||||||||||||||||||
Embedded derivative liability | $ 2,290,000 | ||||||||||||||||||||
JGB Debt [Member] | ASU 2017-11 [Member] | |||||||||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||||||||||||
Reclassification of warrant liability to equity | $ 6,600,000 | ||||||||||||||||||||
Perceptive Credit Agreement [Member] | |||||||||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||||||||||||
Debt issuance discount | $ 200,000 | ||||||||||||||||||||
Embedded derivative liability | $ 200,000 | $ 200,000 | |||||||||||||||||||
Maximum [Member] | Pre-Transplant [Member] | |||||||||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||||||||||||
Goodwill impairment | $ 2,000,000 | ||||||||||||||||||||
Allenex [Member] | |||||||||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||||||||||||
Percentage of share acquired | 1.70% | 98.30% | |||||||||||||||||||
Goodwill impairment | $ 13,000,000 | ||||||||||||||||||||
Total revenue | $ 10,700,000 | ||||||||||||||||||||
CareDx [Member] | Allenex [Member] | |||||||||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||||||||||||
Percentage of non controlling interest | 1.70% | ||||||||||||||||||||
CareDx [Member] | Allenex [Member] | Maximum [Member] | |||||||||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||||||||||||
Percentage of share acquired | 98.30% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information - Concentration of Credit Risk (Detail) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Services Revenue [Member] | Customer Concentration Risk [Member] | Minimum [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 10.00% | 10.00% | 10.00% |
Services Revenue [Member] | Customer Concentration Risk [Member] | Medicare [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 48.00% | 27.00% | 44.00% |
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 | 27.00% | 16.00% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Impact of ASC 606 Adoption on Account Receivable (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Balance Sheets | ||
Accounts receivable | $ 9,760 | $ 2,991 |
ASU 2014-09 [Member] | ||
Balance Sheets | ||
Accounts receivable | 9,760 | |
ASU 2014-09 [Member] | Balances Without the Adoption of ASC 606 [Member] | ||
Balance Sheets | ||
Accounts receivable | 5,424 | |
ASU 2014-09 [Member] | Impact Adoption of ASC 606 [Member] | ||
Balance Sheets | ||
Accounts receivable | $ 4,336 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Summary of Impact to Statement of Operations in Accordance with New Revenue Standard Requirements (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Statements of Operations | |||||||||||
Total revenue | $ 23,509 | $ 21,184 | $ 17,823 | $ 14,053 | $ 12,503 | $ 12,191 | $ 12,046 | $ 11,584 | $ 76,569 | $ 48,324 | $ 40,631 |
ASU 2014-09 [Member] | |||||||||||
Statements of Operations | |||||||||||
Total revenue | 76,569 | ||||||||||
ASU 2014-09 [Member] | Balances Without the Adoption of ASC 606 [Member] | |||||||||||
Statements of Operations | |||||||||||
Total revenue | 74,930 | ||||||||||
ASU 2014-09 [Member] | Impact Adoption of ASC 606 [Member] | |||||||||||
Statements of Operations | |||||||||||
Total revenue | 1,639 | ||||||||||
Testing [Member] | ASU 2014-09 [Member] | |||||||||||
Statements of Operations | |||||||||||
Total revenue | 60,300 | ||||||||||
Testing [Member] | ASU 2014-09 [Member] | Balances Without the Adoption of ASC 606 [Member] | |||||||||||
Statements of Operations | |||||||||||
Total revenue | 58,661 | ||||||||||
Testing [Member] | ASU 2014-09 [Member] | Impact Adoption of ASC 606 [Member] | |||||||||||
Statements of Operations | |||||||||||
Total revenue | 1,639 | ||||||||||
Product [Member] | |||||||||||
Statements of Operations | |||||||||||
Total revenue | 15,674 | 14,634 | 10,715 | ||||||||
Product [Member] | ASU 2014-09 [Member] | |||||||||||
Statements of Operations | |||||||||||
Total revenue | 15,674 | ||||||||||
Product [Member] | ASU 2014-09 [Member] | Balances Without the Adoption of ASC 606 [Member] | |||||||||||
Statements of Operations | |||||||||||
Total revenue | 15,674 | ||||||||||
Product [Member] | ASU 2014-09 [Member] | Impact Adoption of ASC 606 [Member] | |||||||||||
Statements of Operations | |||||||||||
Total revenue | 0 | ||||||||||
License and Other [Member] | |||||||||||
Statements of Operations | |||||||||||
Total revenue | 595 | $ 584 | $ 236 | ||||||||
License and Other [Member] | ASU 2014-09 [Member] | |||||||||||
Statements of Operations | |||||||||||
Total revenue | 595 | ||||||||||
License and Other [Member] | ASU 2014-09 [Member] | Balances Without the Adoption of ASC 606 [Member] | |||||||||||
Statements of Operations | |||||||||||
Total revenue | 595 | ||||||||||
License and Other [Member] | ASU 2014-09 [Member] | Impact Adoption of ASC 606 [Member] | |||||||||||
Statements of Operations | |||||||||||
Total revenue | $ 0 |
Net Loss Per Share Attributab_3
Net Loss Per Share Attributable to CareDx, Inc - Computation of Basic and Diluted Net Loss Per Share (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Numerator: | |||||||||||
Net loss attributable to CareDx, Inc. used to compute basic net loss per share | $ (3,755) | $ (19,970) | $ (14,062) | $ (8,969) | $ (31,671) | $ (14,268) | $ (3,968) | $ (5,562) | $ (46,756) | $ (55,469) | $ (39,469) |
Net loss attributable to CareDx, Inc. used to compute diluted net loss per share | $ (46,756) | $ (55,469) | $ (39,469) | ||||||||
Denominator: | |||||||||||
Weighted-average shares used to compute basic net loss per share attributable to CareDx, Inc. | 40,104,341 | 37,154,293 | 35,549,837 | 29,615,441 | 27,983,033 | 22,526,615 | 21,412,480 | 21,343,782 | 35,638,956 | 23,332,503 | 16,496,911 |
Weighted-average shares used to compute diluted net loss per share attributable to CareDx, Inc. | 40,104,341 | 37,154,293 | 35,549,837 | 29,615,441 | 27,983,033 | 22,526,615 | 21,412,480 | 21,343,782 | 35,638,956 | 23,332,503 | 16,496,911 |
Net loss per share attributable to CareDx, Inc.: | |||||||||||
Basic | $ (0.09) | $ (0.54) | $ (0.40) | $ (0.30) | $ (1.13) | $ (0.63) | $ (0.19) | $ (0.26) | $ (1.31) | $ (2.38) | $ (2.39) |
Diluted | $ (0.09) | $ (0.54) | $ (0.40) | $ (0.30) | $ (1.13) | $ (0.63) | $ (0.19) | $ (0.26) | $ (1.31) | $ (2.38) | $ (2.39) |
Net Loss Per Share Attributab_4
Net Loss Per Share Attributable to CareDx, Inc - Potentially Dilutive Securities Excluded from Diluted Net Loss Per Share (Detail) - shares | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
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 | 4,125,710 | 12,411,471 | 5,551,325 |
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 | 2,501,057 | 1,941,472 | 1,757,309 |
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 | 656,289 | 3,678,957 | 3,259,926 |
Shares of common stock subject to convertible notes [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 | 0 | 6,127,021 | 0 |
Shares of common stock subject to contingent consideration [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 | 0 | 227,845 | 227,845 |
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 | 968,364 | 436,176 | 306,245 |
Net Loss Per Share Attributab_5
Net Loss Per Share Attributable to CareDx, Inc - Additional Information (Detail) | Nov. 13, 2018shares | May 22, 2018shares | Oct. 10, 2017shares | Jul. 01, 2017shares | Sep. 26, 2016shares | Jun. 15, 2016shares | Apr. 14, 2016shares | Jun. 30, 2018CommercialTestshares | Mar. 31, 2018shares | Dec. 31, 2017shares | Dec. 31, 2018shares |
Schedule of Net Income (Loss) Per Share [Line Items] | |||||||||||
Preferred stock issued pursuant to Private Placement | 4,630,145 | ||||||||||
Preferred stock issued pursuant to Subsequent Financing | 4,630,145 | ||||||||||
Preferred stock, shares outstanding | 0 | 0 | |||||||||
ImmuMetrix, Inc. [Member] | |||||||||||
Schedule of Net Income (Loss) Per Share [Line Items] | |||||||||||
Number of shares issued pursuant to contingent consideration | 227,848 | ||||||||||
Contingent Consideration Liability [Member] | ImmuMetrix, Inc. [Member] | |||||||||||
Schedule of Net Income (Loss) Per Share [Line Items] | |||||||||||
Number of completed commercial tests | CommercialTest | 2,500 | ||||||||||
Number of shares issued pursuant to contingent consideration | 227,848 | 227,848 | |||||||||
JGB Debt [Member] | |||||||||||
Schedule of Net Income (Loss) Per Share [Line Items] | |||||||||||
Shares issued upon conversion | 1,022,544 | 6,415,039 | 6,415,039 | ||||||||
Public Offering [Member] | |||||||||||
Schedule of Net Income (Loss) Per Share [Line Items] | |||||||||||
Common stock shares issued | 2,300,000 | 4,992,840 | 2,250,000 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value of Financial Assets and Liabilities Measured on Recurring Basis (Detail) - Recurring [Member] - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Assets | ||
Money market funds | $ 59,471 | $ 13,097 |
Liabilities | ||
Contingent consideration | 1,672 | |
Common stock warrant liability | 10,003 | 18,712 |
Derivative Liability | 14,600 | |
Total liabilities | 34,984 | |
Fair Value Measured Using - (Level 1) [Member] | ||
Assets | ||
Money market funds | 59,471 | 13,097 |
Liabilities | ||
Contingent consideration | 0 | |
Common stock warrant liability | 0 | 0 |
Derivative Liability | 0 | |
Total liabilities | 0 | |
Fair Value Measured Using - (Level 2) [Member] | ||
Assets | ||
Money market funds | 0 | 0 |
Liabilities | ||
Contingent consideration | 0 | |
Common stock warrant liability | 0 | 0 |
Derivative Liability | 0 | |
Total liabilities | 0 | |
Fair Value Measured Using - (Level 3) [Member] | ||
Assets | ||
Money market funds | 0 | 0 |
Liabilities | ||
Contingent consideration | 1,672 | |
Common stock warrant liability | $ 10,003 | 18,712 |
Derivative Liability | 14,600 | |
Total liabilities | $ 34,984 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Issuances, Changes in Fair Value and Classifications of Level 3 Financial Instruments (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Significant Unobservable Inputs (Level 3) [Line Items] | ||
Beginning Balance | $ 34,984 | $ 5,700 |
Issuance of warrants and derivative liability | 245 | 3,190 |
Exercise of warrants | (27,714) | (4,306) |
Conversion of JGB Debt / Extinguishment of derivative liabilities | (12,268) | (402) |
Reclassification to equity (Note 2) | (6,550) | |
Issuance of common stock | (2,689) | |
Change in estimated fair value | 23,995 | 30,802 |
Ending Balance | 10,003 | 34,984 |
Contingent Consideration Liability [Member] | ||
Significant Unobservable Inputs (Level 3) [Line Items] | ||
Beginning Balance | 1,672 | 492 |
Issuance of warrants and derivative liability | 0 | 0 |
Exercise of warrants | 0 | 0 |
Conversion of JGB Debt / Extinguishment of derivative liabilities | 0 | 0 |
Reclassification to equity (Note 2) | 0 | |
Issuance of common stock | (2,689) | |
Change in estimated fair value | 1,017 | 1,180 |
Ending Balance | 0 | 1,672 |
Common Stock Warrant Liability [Member] | ||
Significant Unobservable Inputs (Level 3) [Line Items] | ||
Beginning Balance | 18,712 | 5,208 |
Issuance of warrants and derivative liability | 0 | 900 |
Exercise of warrants | (27,714) | (4,306) |
Conversion of JGB Debt / Extinguishment of derivative liabilities | 0 | 0 |
Reclassification to equity (Note 2) | (6,550) | |
Issuance of common stock | 0 | |
Change in estimated fair value | 25,555 | 16,910 |
Ending Balance | 10,003 | 18,712 |
Derivative Liability [Member] | ||
Significant Unobservable Inputs (Level 3) [Line Items] | ||
Beginning Balance | 0 | 0 |
Issuance of warrants and derivative liability | 245 | 0 |
Exercise of warrants | 0 | 0 |
Conversion of JGB Debt / Extinguishment of derivative liabilities | (202) | 0 |
Reclassification to equity (Note 2) | 0 | |
Issuance of common stock | 0 | |
Change in estimated fair value | (43) | 0 |
Ending Balance | 0 | 0 |
JGB Debt Derivative Liability [Member] | ||
Significant Unobservable Inputs (Level 3) [Line Items] | ||
Beginning Balance | 14,600 | 0 |
Issuance of warrants and derivative liability | 0 | 2,290 |
Exercise of warrants | 0 | 0 |
Conversion of JGB Debt / Extinguishment of derivative liabilities | (12,066) | (402) |
Reclassification to equity (Note 2) | 0 | |
Issuance of common stock | 0 | |
Change in estimated fair value | (2,534) | 12,712 |
Ending Balance | $ 0 | $ 14,600 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) | May 22, 2018CommercialTestshares | Jun. 30, 2014shares | Jun. 30, 2018shares | Mar. 27, 2018USD ($) | Dec. 31, 2018USD ($)CommercialTest | Dec. 31, 2017USD ($)shares |
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 | ||||
Contingent consideration liability outstanding | $ | $ 0 | 1,672,000 | ||||
JGB Debt Derivative Liability [Member] | ||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||||
Change in fair market value of derivative liability | $ | $ 2,500,000 | $ 12,700,000 | ||||
ImmuMetrix, Inc. [Member] | ||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||||
Contingent obligation issuable / issued common stock | shares | 227,845 | |||||
Milestone description | The shares were issuable upon the Company completing 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 | |||||
Number of achieved contingent consideration milestone of commercial tests | CommercialTest | 2,500 | |||||
Number of shares issued pursuant to contingent consideration | shares | 227,848 | |||||
ImmuMetrix, Inc. [Member] | Contingent Consideration Liability [Member] | ||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||||
Contingent obligation issuable / issued common stock | shares | 227,845 | |||||
Milestone description | The shares were issuable upon the Company completing 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 | |||||
Number of achieved contingent consideration milestone of commercial tests | CommercialTest | 2,500 | |||||
Percentage of probability in achieving contingency condition | 100.00% | |||||
Contingent consideration liability outstanding | $ | $ 0 | |||||
Number of shares issued pursuant to contingent consideration | shares | 227,848 | 227,848 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Common Stock Warrant and Derivative Liability Valuation Assumptions (Detail) | 12 Months Ended | |
Dec. 31, 2018$ / shares | Dec. 31, 2017$ / shares | |
Private Placement Common Stock Warrant Liability [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Stock Price | $ 25.14 | $ 7.34 |
Private Placement Common Stock Warrant Liability [Member] | Exercise Price [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Exercise Price | $ 1.12 | $ 1.12 |
Private Placement Common Stock Warrant Liability [Member] | Remaining Term (in Years) [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Remaining term (in years) | 4 years 3 months 14 days | 5 years 3 months 14 days |
Private Placement Common Stock Warrant Liability [Member] | Volatility [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Derivative liability, measurement input | 79 | 66 |
Private Placement Common Stock Warrant Liability [Member] | Risk-Free Interest Rate [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Derivative liability, measurement input | 2.46 | 2.21 |
Majority Shareholder Common Stock Warrant Liability [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Stock Price | $ 0 | $ 7.34 |
Majority Shareholder Common Stock Warrant Liability [Member] | Exercise Price [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Exercise Price | $ 0 | $ 4 |
Majority Shareholder Common Stock Warrant Liability [Member] | Remaining Term (in Years) [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Remaining term (in years) | 5 years 5 months 15 days | |
Majority Shareholder Common Stock Warrant Liability [Member] | Volatility [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Derivative liability, measurement input | 0 | 65 |
Majority Shareholder Common Stock Warrant Liability [Member] | Risk-Free Interest Rate [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Derivative liability, measurement input | 0 | 2.21 |
Placement Agent Common Stock Warrant Liability [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Stock Price | $ 25.14 | $ 7.34 |
Placement Agent Common Stock Warrant Liability [Member] | Exercise Price [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Exercise Price | $ 1.12 | $ 1.12 |
Placement Agent Common Stock Warrant Liability [Member] | Remaining Term (in Years) [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Remaining term (in years) | 2 years 3 months 14 days | 3 years 3 months 14 days |
Placement Agent Common Stock Warrant Liability [Member] | Volatility [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Derivative liability, measurement input | 86 | 82 |
Placement Agent Common Stock Warrant Liability [Member] | Risk-Free Interest Rate [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Derivative liability, measurement input | 2.44 | 1.99 |
JGB Debt Derivative Liability [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Stock Price | $ 0 | $ 7.34 |
JGB Debt Derivative Liability [Member] | Exercise Price [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Exercise Price | $ 0 | $ 4.67 |
JGB Debt Derivative Liability [Member] | Remaining Term (in Years) [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Remaining term (in years) | 4 years 8 months 15 days | |
JGB Debt Derivative Liability [Member] | Volatility [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Derivative liability, measurement input | 0 | 30 |
JGB Debt Derivative Liability [Member] | Risk-Free Interest Rate [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Derivative liability, measurement input | 0 | 1.89 |
Derivative Liability [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Stock Price | $ 0 | $ 7.34 |
Derivative Liability [Member] | Remaining Term (in Years) [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Remaining term (in years) | 2 years 1 month 28 days | |
Derivative Liability [Member] | Volatility [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Derivative liability, measurement input | 0 | 69 |
Derivative Liability [Member] | Risk-Free Interest Rate [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Derivative liability, measurement input | 0 | 2.14 |
Business Combinations and Ass_3
Business Combinations and Asset Acquisitions - Additional Information (Detail) | May 04, 2018USD ($) | Nov. 14, 2017USD ($) | Jul. 01, 2017USD ($)$ / sharesshares | Jan. 20, 2017USD ($) | Jan. 01, 2017 | Apr. 14, 2016USD ($)shares | Apr. 14, 2016SEK (kr)shares | Dec. 31, 2018USD ($) | Sep. 30, 2018USD ($) | Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Sep. 30, 2017USD ($) | Jun. 30, 2017USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Mar. 15, 2018 | Jul. 05, 2017USD ($) | Apr. 14, 2016kr / shares |
Business Acquisition [Line Items] | |||||||||||||||||||||||
Business acquisition deferred payment consideration | $ 0 | $ 0 | $ 5,700,000 | ||||||||||||||||||||
Deferred purchase consideration | $ 190,000 | $ 407,000 | 190,000 | 407,000 | |||||||||||||||||||
Total revenue | 23,509,000 | $ 21,184,000 | $ 17,823,000 | $ 14,053,000 | 12,503,000 | $ 12,191,000 | $ 12,046,000 | $ 11,584,000 | 76,569,000 | 48,324,000 | 40,631,000 | ||||||||||||
Net loss | 3,755,000 | $ 19,970,000 | $ 14,062,000 | $ 8,969,000 | $ 31,671,000 | $ 14,268,000 | $ 3,968,000 | $ 5,562,000 | 46,756,000 | 55,469,000 | 39,469,000 | ||||||||||||
Goodwill impairment | 0 | 1,958,000 | 13,021,000 | ||||||||||||||||||||
Consideration paid for asset acquisition | $ 5,202,000 | $ 0 | 0 | ||||||||||||||||||||
Discount Rate [Member] | Customer Relationships [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Rate used in estimating fair value | 18 | ||||||||||||||||||||||
Illumina [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Initial cash payment under license agreement | $ 5,000,000 | ||||||||||||||||||||||
Illumina [Member] | Discount Rate [Member] | Acquired in-process technology AlloSeq [Member] | HLA [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Rate used in estimating fair value | 30 | ||||||||||||||||||||||
Illumina [Member] | Discount Rate [Member] | Acquired in-process technology AlloSeq [Member] | BMT [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Rate used in estimating fair value | 40 | ||||||||||||||||||||||
Allenex [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Percentage of share acquired | 98.30% | 1.70% | |||||||||||||||||||||
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 | 1,375,029 | |||||||||||||||||||||
Common stock value | $ 7,200,000 | ||||||||||||||||||||||
Business acquisition fair value of deferred payment consideration | $ 5,700,000 | kr 50,620,000 | |||||||||||||||||||||
Business acquisition deferred payment date | Mar. 31, 2017 | Mar. 31, 2017 | |||||||||||||||||||||
Escrow Deposit | $ 8,000,000 | ||||||||||||||||||||||
Deferred obligation | $ 6,300,000 | ||||||||||||||||||||||
Business acquisition deferred payment extended date | Jul. 1, 2017 | ||||||||||||||||||||||
Conversion of deferred obligation into shares | $ 1,100,000 | ||||||||||||||||||||||
Shares issued upon conversion | shares | 1,022,544 | ||||||||||||||||||||||
Conversion into common stock per share price | $ / shares | $ 1.12 | ||||||||||||||||||||||
Portion of deferred obligation considered for extended maturity date | $ 2,900,000 | ||||||||||||||||||||||
Additional repayment amount of deferred obligation | $ 2,100,000 | ||||||||||||||||||||||
Payable date of deferred obligation additional repayment amount | Dec. 31, 2017 | ||||||||||||||||||||||
Percentage of accruing interest | 10.00% | ||||||||||||||||||||||
Price per share of Allenex used to determine fair value of non controlling interest | kr / shares | kr 2.48 | ||||||||||||||||||||||
Total revenue | $ 10,700,000 | ||||||||||||||||||||||
Net loss | 17,900,000 | ||||||||||||||||||||||
Goodwill impairment | $ 13,000,000 | ||||||||||||||||||||||
Allenex [Member] | Pro Forma [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Business acquisition of related cost expenses | $ 4,300,000 | $ 2,100,000 | |||||||||||||||||||||
Allenex [Member] | Maximum [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Business acquisition deferred payment extended date | Mar. 31, 2019 | ||||||||||||||||||||||
Allenex [Member] | Former Majority Shareholders [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Percentage of accruing interest | 10.00% | ||||||||||||||||||||||
Business acquisition deferred payment consideration | $ 500,000 | ||||||||||||||||||||||
Reduction in deferred obligation | $ 500,000 | ||||||||||||||||||||||
Allenex [Member] | Former Majority Shareholders [Member] | Conditional Share Purchase Agreement [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Deferred purchase consideration including accrued interest paid | $ 4,700,000 | ||||||||||||||||||||||
Conexio [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Cash distribution to acquire business, gross | $ 400,000 | ||||||||||||||||||||||
Acquisition related quarterly payments, percentage on gross revenue | 20.00% | ||||||||||||||||||||||
Aggregate periodic quarterly payments on gross revenue for the quarters march, june and september | $ 200,000 | ||||||||||||||||||||||
Deferred purchase consideration | $ 200,000 | $ 200,000 | |||||||||||||||||||||
Conexio [Member] | Illumina [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Consideration paid for asset acquisition | $ 5,200,000 | ||||||||||||||||||||||
Asset acquisition cash consideration transferred | 5,000,000 | ||||||||||||||||||||||
Transaction costs related to asset acquisition | $ 200,000 | ||||||||||||||||||||||
Conexio [Member] | Maximum [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Acquisition related quarterly payments on gross revenue | $ 700,000 | ||||||||||||||||||||||
Obligations and liabilities assumed for product warranty claims | $ 35,000 |
Business Combinations and Ass_4
Business Combinations and Asset Acquistions - Summary of Fair Values of Assets Acquired and Liabilities Assumed as of Acquisition Date (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | Jan. 20, 2017 | Dec. 31, 2016 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 12,005 | $ 12,005 | $ 13,839 | |
Conexio [Member] | ||||
Business Acquisition [Line Items] | ||||
Inventory | $ 1,040 | |||
Property, plant and equipment | 97 | |||
Intangible assets | 155 | |||
Goodwill | 85 | |||
Assumed liabilities | (82) | |||
Total preliminary acquisition consideration | $ 1,295 |
Business Combinations and Ass_5
Business Combinations and Asset Acquistions - Summary of Identified Intangible Assets Acquired at Acquisition Date (Detail) - Conexio [Member] $ in Thousands | Jan. 20, 2017USD ($) |
Business Acquisition [Line Items] | |
Estimated fair value of identified intangible assets | $ 155 |
Completed Technology [Member] | |
Business Acquisition [Line Items] | |
Estimated fair value of identified intangible assets | $ 127 |
Estimated useful life of identified intangible asset | 4 years |
Customer Relationships [Member] | |
Business Acquisition [Line Items] | |
Estimated fair value of identified intangible assets | $ 28 |
Estimated useful life of identified intangible asset | 4 years |
Business Combinations and Ass_6
Business Combinations and Asset Acquisitions - Acquisition of Allenex - Schedule of Pro Forma Results of Operations (Detail) - Allenex [Member] $ in Thousands | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Revenue: | |
Testing revenue | $ 29,680 |
Product revenue | 15,101 |
Other revenue | 407 |
Total revenue | 45,188 |
Net loss | $ (32,319) |
Business Combinations and Ass_7
Business Combinations and Asset Acquisitions - Summary of Fair Values of Assets Acquired and Liabilities Assumed as of Acquisition Date (Detail) - USD ($) $ in Thousands | May 04, 2018 | Dec. 31, 2018 |
Customer Relationships [Member] | TruSight [Member] | ||
Business Acquisition [Line Items] | ||
Estimated useful life of identified intangible asset | 2 years | |
Customer Relationships [Member] | TruSight [Member] | HLA [Member] | ||
Business Acquisition [Line Items] | ||
Estimated fair value of identified intangible assets | $ 380 | |
Estimated useful life of identified intangible asset | 2 years 7 months 6 days | |
Illumina [Member] | ||
Business Acquisition [Line Items] | ||
Estimated fair value of identified intangible assets | $ 5,202 | |
Illumina [Member] | Acquired in-process technology AlloSeq [Member] | HLA [Member] | ||
Business Acquisition [Line Items] | ||
Estimated fair value of identified intangible assets | 2,719 | |
Illumina [Member] | Acquired in-process technology AlloSeq [Member] | BMT [Member] | ||
Business Acquisition [Line Items] | ||
Estimated fair value of identified intangible assets | $ 2,103 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Summary of Goodwill (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Indefinite Lived Intangible Assets By Major Class [Line Items] | |||
Balance as of December 31, 2016 | $ 12,005,000 | $ 13,839,000 | |
Goodwill acquired | 85,000 | ||
Goodwill impairment | 0 | (1,958,000) | $ (13,021,000) |
Foreign currency translation adjustments | 39,000 | ||
Balance as of December 31, 2017 | 12,005,000 | 12,005,000 | 13,839,000 |
Former Post-Transplant [Member] | |||
Indefinite Lived Intangible Assets By Major Class [Line Items] | |||
Balance as of December 31, 2016 | 12,005,000 | 12,005,000 | |
Goodwill acquired | 0 | ||
Goodwill impairment | 0 | ||
Foreign currency translation adjustments | 0 | ||
Balance as of December 31, 2017 | 12,005,000 | 12,005,000 | |
Former Pre Transplant [Member] | |||
Indefinite Lived Intangible Assets By Major Class [Line Items] | |||
Balance as of December 31, 2016 | $ 0 | 1,834,000 | |
Goodwill acquired | 85,000 | ||
Goodwill impairment | (1,958,000) | (13,000,000) | |
Foreign currency translation adjustments | 39,000 | ||
Balance as of December 31, 2017 | $ 0 | $ 1,834,000 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Additional Information (Detail) | Dec. 01, 2018ReportingUnit | Mar. 31, 2017USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 01, 2016USD ($) |
Goodwill And Intangible Assets [Line Items] | ||||||
Goodwill | $ 12,005,000 | $ 12,005,000 | $ 13,839,000 | |||
Goodwill impairment | $ 0 | 1,958,000 | 13,021,000 | |||
Description of annual goodwill impairment test | On January 1, 2017, the Company adopted ASU 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, which eliminated the Step 2 requirement of the goodwill impairment test. Instead, the goodwill impairment test is performed by comparing the fair value of a reporting unit with its carrying amount. The Company determined that the decrease in its market capitalization in the first quarter of 2017 constituted an indicator of impairment and therefore a goodwill impairment test was completed as of March 31, 2017 | |||||
Number of reporting units | ReportingUnit | 1 | |||||
Amortization expense of intangible assets | $ 2,400,000 | 2,600,000 | 1,700,000 | |||
Acquired in process technology | 6,700,000 | |||||
Cost of Product [Member] | ||||||
Goodwill And Intangible Assets [Line Items] | ||||||
Amortization expense of intangible assets | 1,400,000 | 1,500,000 | 1,000,000 | |||
Sales and marketing [Member] | ||||||
Goodwill And Intangible Assets [Line Items] | ||||||
Amortization expense of intangible assets | $ 1,000,000 | 1,000,000 | 700,000 | |||
Cost of Testing [Member] | ||||||
Goodwill And Intangible Assets [Line Items] | ||||||
Amortization expense of intangible assets | 100,000 | |||||
Pre-Transplant [Member] | ||||||
Goodwill And Intangible Assets [Line Items] | ||||||
Goodwill | 0 | 1,834,000 | ||||
Fair value of reporting unit | $ 3,500,000 | $ 1,700,000 | ||||
Goodwill impairment | 1,958,000 | $ 13,000,000 | ||||
Description of goodwill impairment method for fair value determination | determined that the fair value of the former Pre-Transplant reporting unit was $3.5 million, which was lower than its carrying value | |||||
Reporting unit, discount rate | 16.60% | 16.80% | ||||
Reporting unit, terminal growth rate | 3.20% | 3.20% | ||||
Reporting unit, capitalization multiple | 7.48 | 7.37 | ||||
Pre-Transplant [Member] | Maximum [Member] | ||||||
Goodwill And Intangible Assets [Line Items] | ||||||
Goodwill impairment | $ 2,000,000 | |||||
Post-Transplant [Member] | ||||||
Goodwill And Intangible Assets [Line Items] | ||||||
Goodwill | 12,005,000 | $ 12,005,000 | ||||
Goodwill impairment | $ 0 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Summary of Intangible Assets (Detail) - USD ($) $ in Thousands | May 04, 2018 | Dec. 31, 2018 | Dec. 31, 2017 |
Intangible assets with finite lives: | |||
Acquisition Cost | $ 38,255 | $ 37,875 | |
Accumulated Amortization | (7,143) | (4,166) | |
Foreign Currency Translation | (2,682) | (570) | |
Net Carrying Amount | 28,430 | 33,139 | |
Intangible Assets, Net (Excluding Goodwill) | |||
Total intangible assets, Gross Carrying Amount | 43,077 | ||
Total intangible assets, Accumulated Amortization | 7,143 | ||
Total intangible assets, Foreign Currency Translation | (2,682) | ||
Total intangible assets, net | 33,252 | 33,139 | |
Customer Relationships [Member] | Allenex [Member] | |||
Intangible assets with finite lives: | |||
Acquisition Cost | 12,650 | 12,650 | |
Accumulated Amortization | (2,198) | (1,394) | |
Foreign Currency Translation | (1,129) | (250) | |
Net Carrying Amount | $ 9,323 | $ 11,006 | |
Estimated useful life of identified intangible asset | 12 years | 13 years | |
Customer Relationships [Member] | Conexio [Member] | |||
Intangible assets with finite lives: | |||
Acquisition Cost | $ 28 | $ 28 | |
Accumulated Amortization | (6) | (3) | |
Foreign Currency Translation | (2) | 1 | |
Net Carrying Amount | $ 20 | $ 26 | |
Estimated useful life of identified intangible asset | 2 years | 8 years 1 month 6 days | |
Customer Relationships [Member] | TruSight [Member] | |||
Intangible assets with finite lives: | |||
Acquisition Cost | $ 380 | ||
Accumulated Amortization | (86) | ||
Foreign Currency Translation | 0 | ||
Net Carrying Amount | $ 294 | ||
Estimated useful life of identified intangible asset | 2 years | ||
Customer Relationships [Member] | TruSight [Member] | HLA [Member] | |||
Intangible assets with finite lives: | |||
Estimated useful life of identified intangible asset | 2 years 7 months 6 days | ||
Developed Technology [Member] | |||
Intangible assets with finite lives: | |||
Acquisition Cost | $ 11,650 | $ 11,650 | |
Accumulated Amortization | (3,065) | (1,942) | |
Foreign Currency Translation | (998) | (258) | |
Net Carrying Amount | $ 7,587 | $ 9,450 | |
Estimated useful life of identified intangible asset | 7 years | 8 years | |
Acquired Technology SBT [Member] | Olerup [Member] | |||
Intangible assets with finite lives: | |||
Acquisition Cost | $ 127 | $ 127 | |
Accumulated Amortization | (28) | (14) | |
Foreign Currency Translation | (6) | 5 | |
Net Carrying Amount | $ 93 | $ 118 | |
Estimated useful life of identified intangible asset | 2 years | 8 years 1 month 6 days | |
Acquired Technology - QTYPE [Member] | |||
Intangible assets with finite lives: | |||
Acquisition Cost | $ 4,510 | $ 4,510 | |
Accumulated Amortization | (671) | (376) | |
Foreign Currency Translation | (407) | (84) | |
Net Carrying Amount | $ 3,432 | $ 4,050 | |
Estimated useful life of identified intangible asset | 12 years | 13 years | |
Trademarks [Member] | |||
Intangible assets with finite lives: | |||
Acquisition Cost | $ 2,260 | $ 2,260 | |
Accumulated Amortization | (454) | (310) | |
Foreign Currency Translation | (140) | 16 | |
Net Carrying Amount | $ 1,666 | $ 1,966 | |
Estimated useful life of identified intangible asset | 12 years | 13 years | |
Acquired Technology dd-cfDNA [Member] | |||
Intangible assets with finite lives: | |||
Acquisition Cost | $ 6,650 | $ 6,650 | |
Accumulated Amortization | (635) | (127) | |
Foreign Currency Translation | 0 | 0 | |
Net Carrying Amount | $ 6,015 | $ 6,523 | |
Estimated useful life of identified intangible asset | 11 years 9 months 18 days | 12 years 10 months 24 days | |
Acquired in-Process Technology: AlloSeq [Member] | HLA [Member] | |||
Intangible assets with indefinite lives: | |||
Foreign Currency Translation | $ 0 | ||
Net Carrying Amount | 2,719 | ||
Acquired in-Process Technology: AlloSeq [Member] | BMT [Member] | |||
Intangible assets with indefinite lives: | |||
Foreign Currency Translation | 0 | ||
Net Carrying Amount | $ 2,103 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Summary of Estimated Future Amortization Expense of Intangible Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ||
2,019 | $ 2,998 | |
2,020 | 2,998 | |
2,021 | 2,794 | |
2,022 | 2,794 | |
2,023 | 2,794 | |
Thereafter | 14,052 | |
Net Carrying Amount | 28,430 | $ 33,139 |
Cost of Product [Member] | ||
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ||
2,019 | 1,925 | |
2,020 | 1,925 | |
2,021 | 1,878 | |
2,022 | 1,878 | |
2,023 | 1,878 | |
Thereafter | 7,643 | |
Net Carrying Amount | 17,127 | |
Sales and marketing [Member] | ||
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ||
2,019 | 1,073 | |
2,020 | 1,073 | |
2,021 | 916 | |
2,022 | 916 | |
2,023 | 916 | |
Thereafter | 6,409 | |
Net Carrying Amount | $ 11,303 |
Balance Sheet Components - Summ
Balance Sheet Components - Summary of Inventory (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 2,506 | $ 2,569 |
Work in progress | 651 | 1,471 |
Raw materials | 1,786 | 1,489 |
Total inventory | $ 4,943 | $ 5,529 |
Balance Sheet Components - Comp
Balance Sheet Components - Components of Property and Equipment (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 18,234 | $ 17,559 |
Less: Accumulated depreciation and amortization | (14,100) | (15,484) |
Property and equipment, net | 4,134 | 2,075 |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 5,187 | 5,194 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 720 | 825 |
Computer and office equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 4,488 | 4,734 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 6,961 | 6,806 |
Construction in Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 878 | $ 0 |
Balance Sheet Components - Addi
Balance Sheet Components - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Balance Sheet Components [Line Items] | |||
Write-off of property and equipment cost and accumulated depreciation | $ 2,400,000 | ||
Accumulated amortization | 14,100,000 | $ 15,484,000 | |
Amortization expense, included in depreciation and amortization expense | 153,047 | 135,000 | $ 204,000 |
Machinery, Computer and Office Equipments [Member] | |||
Balance Sheet Components [Line Items] | |||
Assets purchased under capital leases | 600,000 | 1,400,000 | |
Accumulated amortization | 200,000 | 1,300,000 | |
Property, Plant & Equipment and Capital Leases [Member] | |||
Balance Sheet Components [Line Items] | |||
Depreciation expense | $ 1,200,000 | $ 1,200,000 | $ 1,200,000 |
Balance Sheet Components - Co_2
Balance Sheet Components - Components of Accrued Expenses and Other Current Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Payables And Accruals [Abstract] | ||
Clinical studies | $ 1,815 | $ 1,115 |
Professional fees | 822 | 475 |
Test sample processing fees | 657 | 633 |
Deferred rent – current portion | 432 | 419 |
Accrued royalty | 285 | 0 |
Customer overpayments and refunds due | 184 | 270 |
Capital leases – current portion | 172 | 13 |
Software implementation costs | 58 | 94 |
Uninvoiced receipts | 0 | 253 |
Accrued interest payable | 0 | 81 |
Other accrued expenses | 983 | 382 |
Total accrued and other liabilities | $ 5,408 | $ 3,735 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | Jan. 20, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2017 |
Loss Contingencies [Line Items] | |||||
Facility leases expiration period | 2,020 | ||||
Rent expense under non-cancelable operating leases | $ 2,000,000 | $ 1,700,000 | $ 1,500,000 | ||
License and maintenance fees | 100,000 | ||||
Royalties incurred | 700,000 | ||||
Illumina [Member] | |||||
Loss Contingencies [Line Items] | |||||
Royalties incurred | 0 | ||||
Conexio [Member] | |||||
Loss Contingencies [Line Items] | |||||
Acquisition related quarterly payments, percentage on gross revenue | 20.00% | ||||
Periodic quarterly payments paid | $ 200,000 | 400,000 | |||
Conexio [Member] | Maximum [Member] | |||||
Loss Contingencies [Line Items] | |||||
Acquisition related quarterly payments on gross revenue | $ 700,000 | ||||
Unpaid Royalties [Member] | |||||
Loss Contingencies [Line Items] | |||||
Royalty expenses | $ 900,000 | $ 1,100,000 | |||
Royalty payable | $ 0 |
Commitments and Contingencies_2
Commitments and Contingencies - Future Minimum Lease Commitments under Operating and Capital Leases (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Commitments And Contingencies Disclosure [Abstract] | ||
Capital Leases, 2019 | $ 193 | |
Capital Leases, 2020 | 193 | |
Capital Leases, 2021 | 67 | |
Capital Leases, 2022 and thereafter | 0 | |
Total minimum lease payments under capital leases | 453 | |
Less: amounts representing interest of capital leases | (32) | |
Capital Leases, Present value of minimum lease payments | 421 | |
Less: current portion of obligations under capital leases | (172) | $ (13) |
Long-term portion of obligations under capital leases | 249 | |
Operating leases, 2019 | 2,161 | |
Operating leases, 2020 | 2,045 | |
Operating leases, 2021 | 10 | |
Operating leases, 2022 and thereafter | 7 | |
Total minimum lease payments under operating leases | $ 4,223 |
Licensing and Other Revenue - A
Licensing and Other Revenue - Additional Information (Detail) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||||
Jul. 31, 2013USD ($) | Jun. 30, 2013USD ($) | Jun. 30, 2013EUR (€) | Dec. 31, 2018USD ($) | Sep. 30, 2018USD ($) | Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Sep. 30, 2017USD ($) | Jun. 30, 2017USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Jun. 30, 2013EUR (€) | |
Licensing And Other Revenue [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 | $ 41,000 | $ 29,000 | $ 41,000 | $ 29,000 | |||||||||||
Upfront cash payment | $ 408,000 | € 387,500 | |||||||||||||
Refundable upfront payments | 263,000 | € 250,000 | |||||||||||||
Revenues recognized from the arrangement | 39,000 | 39,000 | $ 2,000 | ||||||||||||
Royalty revenues | 23,509,000 | $ 21,184,000 | $ 17,823,000 | $ 14,053,000 | 12,503,000 | $ 12,191,000 | $ 12,046,000 | $ 11,584,000 | 76,569,000 | 48,324,000 | 40,631,000 | ||||
Royalty revenues receivable balance | $ 0 | $ 0 | 0 | 0 | |||||||||||
Royalty [Member] | |||||||||||||||
Licensing And Other Revenue [Line Items] | |||||||||||||||
Royalty revenues | $ 300,000 | $ 500,000 | $ 200,000 | ||||||||||||
Diaxonhit [Member] | |||||||||||||||
Licensing And Other Revenue [Line Items] | |||||||||||||||
Common stock value | $ 408,000 | € 387,500 | |||||||||||||
Shares sold for consideration | $ 467,000 |
Debt - Additional Information (
Debt - Additional Information (Detail) | Nov. 20, 2018USD ($) | Apr. 17, 2018USD ($)$ / sharesshares | Apr. 17, 2018SEK (kr) | Mar. 01, 2018 | Feb. 28, 2018USD ($) | Feb. 28, 2018SEK (kr) | Oct. 10, 2017$ / sharesshares | Oct. 05, 2017USD ($)$ / sharesshares | Jul. 01, 2017USD ($)$ / sharesshares | Jul. 01, 2017SEK (kr)shares | Mar. 15, 2017USD ($)$ / sharesshares | Mar. 07, 2016USD ($) | Dec. 29, 2015USD ($) | Jun. 18, 2015USD ($) | Feb. 25, 2015USD ($) | Feb. 25, 2015SEK (kr) | Jun. 28, 2013USD ($) | Jun. 25, 2013USD ($) | Oct. 31, 2017USD ($) | Oct. 31, 2017SEK (kr) | Mar. 31, 2018USD ($)shares | Mar. 31, 2018USD ($)shares | Dec. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2017USD ($)shares | Dec. 31, 2016USD ($)shares | Apr. 13, 2018 | Mar. 31, 2018SEK (kr) | Dec. 31, 2017SEK (kr) | Jul. 03, 2017$ / shares | Jul. 02, 2017$ / shares | Aug. 04, 2016USD ($) | Aug. 04, 2016SEK (kr) | Mar. 07, 2016SEK (kr) | Dec. 29, 2015SEK (kr) | Jun. 18, 2015SEK (kr) | Feb. 25, 2015SEK (kr) | Jun. 28, 2013SEK (kr) | Jun. 25, 2013SEK (kr) |
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||
Current portion of long-term debt | $ 0 | $ 15,721,000 | ||||||||||||||||||||||||||||||||||||
Long-term debt, net of current portion | 0 | 18,338,000 | ||||||||||||||||||||||||||||||||||||
Unamortized debt discount and issuance costs | 4,600,000 | |||||||||||||||||||||||||||||||||||||
Total accrued interest on debt | 300,000 | |||||||||||||||||||||||||||||||||||||
Proceeds from debt, net of issuance costs | 14,282,000 | 24,002,000 | $ 0 | |||||||||||||||||||||||||||||||||||
Minimum cash requirement | 200,000 | |||||||||||||||||||||||||||||||||||||
Amount recognized to additional paid in capital | 38,852,000 | 1,676,000 | ||||||||||||||||||||||||||||||||||||
Principal outstanding amount | $ 0 | 18,338,000 | ||||||||||||||||||||||||||||||||||||
Allenex [Member] | ||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||
Shares issued upon conversion | shares | 1,022,544 | 1,022,544 | ||||||||||||||||||||||||||||||||||||
Conversion into common stock per share price | $ / shares | $ 1.12 | |||||||||||||||||||||||||||||||||||||
S S P Primers Aktieboulag [Member] | Allenex [Member] | ||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||
Debt instrument maturity date | Feb. 26, 2018 | Feb. 26, 2018 | ||||||||||||||||||||||||||||||||||||
Term loan facility amount outstanding | $ 1,200,000 | kr 10,000,000 | ||||||||||||||||||||||||||||||||||||
Loan agreement initiation date | Feb. 25, 2015 | Feb. 25, 2015 | ||||||||||||||||||||||||||||||||||||
Principle amount of loan agreement | $ 1,500,000 | kr 14,000,000 | ||||||||||||||||||||||||||||||||||||
Accrued interest paid | $ 100,000 | kr 650,000 | ||||||||||||||||||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||
Shares issued upon conversion | shares | 6,161,331 | 288,022 | 4,630,145 | |||||||||||||||||||||||||||||||||||
Amount recognized to additional paid in capital | $ 6,000 | $ 0 | ||||||||||||||||||||||||||||||||||||
Payable on February 25, 2016 [Member] | S S P Primers Aktieboulag [Member] | Allenex [Member] | ||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||
Loan agreement, periodic payment | $ 400,000 | kr 4,000,000 | ||||||||||||||||||||||||||||||||||||
Date of loan agreement payable | Mar. 7, 2016 | Mar. 7, 2016 | ||||||||||||||||||||||||||||||||||||
Perceptive Credit Agreement [Member] | ||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||
Unamortized debt discount and issuance costs | $ 1,600,000 | |||||||||||||||||||||||||||||||||||||
Amount of fee paid | $ 300,000 | |||||||||||||||||||||||||||||||||||||
Prepayment penalty | 1,200,000 | |||||||||||||||||||||||||||||||||||||
Exit fee | 400,000 | |||||||||||||||||||||||||||||||||||||
Extinguishment of embedded derivative liability | 200,000 | $ 200,000 | ||||||||||||||||||||||||||||||||||||
Perceptive Credit Agreement [Member] | Other Expense [Member] | ||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||
Loss on debt extinguishment | $ (3,000,000) | |||||||||||||||||||||||||||||||||||||
Perceptive Credit Agreement [Member] | Tranche A Warrant [Member] | ||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||
Warrant to purchase stock, shares | shares | 140,000 | |||||||||||||||||||||||||||||||||||||
Warrant initial exercise price | $ / shares | $ 8.60 | |||||||||||||||||||||||||||||||||||||
Class of warrant exercised date | Oct. 22, 2018 | Oct. 22, 2018 | ||||||||||||||||||||||||||||||||||||
Class of warrant share received | shares | 91,705 | |||||||||||||||||||||||||||||||||||||
JGB Debt [Member] | ||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||
Current portion of long-term debt | 7,743,000 | |||||||||||||||||||||||||||||||||||||
Long-term debt, net of current portion | $ 14,168,000 | |||||||||||||||||||||||||||||||||||||
Unamortized debt discount and issuance costs | $ 6,968,000 | |||||||||||||||||||||||||||||||||||||
Interest rate | 9.50% | |||||||||||||||||||||||||||||||||||||
Warrant to purchase stock, shares | shares | 1,250,000 | |||||||||||||||||||||||||||||||||||||
Warrant initial exercise price | $ / shares | $ 5 | |||||||||||||||||||||||||||||||||||||
Extinguishment of embedded derivative liability | $ 2,290,000 | |||||||||||||||||||||||||||||||||||||
Aggregate principal amount | 27,780,000 | |||||||||||||||||||||||||||||||||||||
Proceeds from debt, net of issuance costs | 24,000,000 | |||||||||||||||||||||||||||||||||||||
Pay-off of term debt | 11,200,000 | |||||||||||||||||||||||||||||||||||||
Minimum cash requirement | $ 9,400,000 | |||||||||||||||||||||||||||||||||||||
Debt instrument maturity date | Feb. 28, 2020 | |||||||||||||||||||||||||||||||||||||
Debentures convertible into common stock | shares | 6,092,105 | 6,161,331 | ||||||||||||||||||||||||||||||||||||
Conversion price per share | $ / shares | $ 4.33 | $ 4.34 | $ 4.56 | $ 4.40 | ||||||||||||||||||||||||||||||||||
Debt conversion description | Additionally, after September 1, 2017, upon the satisfaction of certain conditions, including the volume weighted-average price of the Company’s common stock exceeding 250% of the Conversion Price for twenty consecutive trading days, the Company could have required that the Debentures be converted into shares of the Company’s common stock, subject to certain limitations. | |||||||||||||||||||||||||||||||||||||
Minimum required percentage of common stock trading price over conversion price for twenty consecutive trading days to convert debentures into shares | 250.00% | |||||||||||||||||||||||||||||||||||||
Maximum Debt redemption amount per month by each debenture holder after March 1, 2018 | $ 937,500 | |||||||||||||||||||||||||||||||||||||
Debt redemption description | Commencing on March 1, 2018, each of the holders of the Debentures had the right, at its option, to require the Company to redeem up to $937,500 of the outstanding principal amount of its Debenture per month. The Company was required to promptly, but in any event no more than one trading day after the holder delivers a redemption notice to the Company, pay the applicable redemption amount in cash or, at the Company’s election and subject to certain conditions, in shares of the Company’s common stock. If the Company elected to pay the redemption amount in shares of the Company’s common stock, then the shares would have been delivered based on a price equal to the lowest of (a) 88% of the average of the three lowest volume weighted-average prices of the Company’s common stock over the prior 20 trading days, (b) 88% of the prior trading day’s volume weighted-average price, or (c) the Conversion Price. | |||||||||||||||||||||||||||||||||||||
Considerable maximum average percentage of three lowest volume weighted average prices common stock over the prior 20 trading days for conversion of debt | 88.00% | |||||||||||||||||||||||||||||||||||||
Considerable maximum percentage of prior trading day’s volume weighted average price of common stock for conversion of debt | 88.00% | |||||||||||||||||||||||||||||||||||||
Shares issued upon conversion | shares | 1,022,544 | 1,022,544 | 6,415,039 | 6,415,039 | ||||||||||||||||||||||||||||||||||
Conversion into common stock per share price | $ / shares | $ 1.12 | |||||||||||||||||||||||||||||||||||||
Debentures convertible into common stock, outstanding principal amount | $ 26,700,000 | |||||||||||||||||||||||||||||||||||||
Term loan facility amount outstanding | $ 26,500 | |||||||||||||||||||||||||||||||||||||
Debentures prepayment date | Apr. 13, 2018 | |||||||||||||||||||||||||||||||||||||
Prepayment premium percentage on principal amount | 8.00% | |||||||||||||||||||||||||||||||||||||
Amount recognized to additional paid in capital | $ 38,800,000 | |||||||||||||||||||||||||||||||||||||
Extinguishment of unamortized debt discount | 2,700,000 | |||||||||||||||||||||||||||||||||||||
Extinguishment of compound derivative liability | 12,100,000 | |||||||||||||||||||||||||||||||||||||
Principal outstanding amount | $ 14,168,000 | |||||||||||||||||||||||||||||||||||||
JGB Debt [Member] | FastPartner AB [Member] | Allenex [Member] | ||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||
Debt instrument interest rate | 8.00% | 8.00% | ||||||||||||||||||||||||||||||||||||
JGB Debt [Member] | Mohammed Al Amoudi [Member] | Allenex [Member] | ||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||
Debt instrument interest rate | 6.00% | 6.00% | ||||||||||||||||||||||||||||||||||||
JGB Debt [Member] | Common Stock [Member] | ||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||
Warrant initial exercise price | $ / shares | $ 5 | |||||||||||||||||||||||||||||||||||||
Debentures convertible into common stock | shares | 288,022 | |||||||||||||||||||||||||||||||||||||
Conversion into common stock per share price | $ / shares | $ 4.34 | |||||||||||||||||||||||||||||||||||||
Debentures convertible into common stock, outstanding principal amount | $ 1,300,000 | $ 6,000 | ||||||||||||||||||||||||||||||||||||
Common stock shares issued | shares | 651,240 | 288,022 | 6,161,331 | |||||||||||||||||||||||||||||||||||
JGB Debt [Member] | If Debentures are Prepaid on or Prior to March 1, 2018 [Member] | ||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||
Prepayment premium percentage on outstanding debt | 15.00% | |||||||||||||||||||||||||||||||||||||
Debt redemption price, percentage | 115.00% | |||||||||||||||||||||||||||||||||||||
JGB Debt [Member] | If the Debentures are Prepaid After March 1, 2018 but Prior to March 1, 2019 [Member] | ||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||
Prepayment premium percentage on outstanding debt | 8.00% | |||||||||||||||||||||||||||||||||||||
Debt redemption price, percentage | 108.00% | |||||||||||||||||||||||||||||||||||||
JGB Debt [Member] | If the Debentures are Prepaid on or After March 1, 2019 [Member] | ||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||
Prepayment premium percentage on outstanding debt | 5.00% | |||||||||||||||||||||||||||||||||||||
Debt redemption price, percentage | 105.00% | |||||||||||||||||||||||||||||||||||||
JGB Debt [Member] | Other Expense [Member] | ||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||
Loss on debt extinguishment | $ 2,800,000 | |||||||||||||||||||||||||||||||||||||
Subordinated Promissory Note [Member] | FastPartner AB [Member] | Allenex [Member] | ||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||
Long-term debt, net of current portion | 2,400,000 | 2,400,000 | 2,400,000 | kr 19,757,000 | 19,757,000 | |||||||||||||||||||||||||||||||||
Interest rate | 10.00% | 10.00% | 10.00% | 10.00% | 10.00% | 10.00% | ||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 400,000 | $ 200,000 | $ 1,000,000 | kr 4,000,000 | kr 2,000,000 | kr 9,400,000 | ||||||||||||||||||||||||||||||||
Debt instrument maturity date | Mar. 31, 2019 | Mar. 31, 2019 | ||||||||||||||||||||||||||||||||||||
Repament of outstanding debt | $ 2,500,000 | kr 21,300,000 | ||||||||||||||||||||||||||||||||||||
Repayment of accrued interest | 200,000 | 1,600,000 | ||||||||||||||||||||||||||||||||||||
Issuance date | Mar. 7, 2016 | Dec. 29, 2015 | Jun. 28, 2013 | |||||||||||||||||||||||||||||||||||
Debt instrument repayment of principal amount outstanding | $ 1,900,000 | kr 15,400,000 | ||||||||||||||||||||||||||||||||||||
Debt instrument accrued interest | $ 500,000 | |||||||||||||||||||||||||||||||||||||
Debt instrument interest rate | 10.00% | 10.00% | ||||||||||||||||||||||||||||||||||||
Principal outstanding amount | 2,400,000 | 2,400,000 | 2,400,000 | 19,757,000 | 19,757,000 | |||||||||||||||||||||||||||||||||
Subordinated Promissory Note [Member] | Mohammed Al Amoudi [Member] | Allenex [Member] | ||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||
Long-term debt, net of current portion | 1,700,000 | 1,700,000 | 1,700,000 | 14,575,000 | 14,575,000 | |||||||||||||||||||||||||||||||||
Interest rate | 10.00% | 10.00% | ||||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 1,200,000 | kr 10,600,000 | ||||||||||||||||||||||||||||||||||||
Debt instrument maturity date | Mar. 31, 2019 | Mar. 31, 2019 | ||||||||||||||||||||||||||||||||||||
Repament of outstanding debt | 1,900,000 | 15,700,000 | ||||||||||||||||||||||||||||||||||||
Repayment of accrued interest | 100,000 | kr 1,200,000 | ||||||||||||||||||||||||||||||||||||
Issuance date | Jun. 28, 2013 | |||||||||||||||||||||||||||||||||||||
Debt instrument repayment of principal amount outstanding | $ 1,300,000 | kr 10,600,000 | ||||||||||||||||||||||||||||||||||||
Debt instrument accrued interest | $ 500,000 | |||||||||||||||||||||||||||||||||||||
Debt instrument interest rate | 10.00% | 10.00% | ||||||||||||||||||||||||||||||||||||
Principal outstanding amount | $ 1,700,000 | $ 1,700,000 | 1,700,000 | kr 14,575,000 | kr 14,575,000 | |||||||||||||||||||||||||||||||||
Tranche A Term Loan Facility [Member] | ||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||
Aggregate principal amount | 15,000,000 | |||||||||||||||||||||||||||||||||||||
Tranche A Term Loan Facility [Member] | Perceptive Credit Agreement [Member] | ||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||
Proceeds from term loan | 11,100,000 | |||||||||||||||||||||||||||||||||||||
Tranche A Term Loan and Tranche B Term Loan and Term Loan Facility [Member] | Perceptive Credit Agreement [Member] | ||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 10,000,000 | |||||||||||||||||||||||||||||||||||||
Term Loan Facility [Member] | ||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||
Interest rate | 9.00% | |||||||||||||||||||||||||||||||||||||
Interest rate, description | The Term Loan accrued interest per annum at 9.00% (the “Applicable Margin”) plus the greater of the one-month LIBOR or 1.5%. | The Term Loan accrued interest per annum at 9.00% (the “Applicable Margin”) plus the greater of the one-month LIBOR or 1.5%. | ||||||||||||||||||||||||||||||||||||
Interest rate basis spread | 1.50% | 1.50% | ||||||||||||||||||||||||||||||||||||
Term Loan Facility [Member] | Danske Bank A S [Member] | ||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||
Conditional principal repayment amount | $ 700,000 | kr 6,000,000 | ||||||||||||||||||||||||||||||||||||
Term Loan Facility [Member] | Danske Bank A S [Member] | Allenex [Member] | ||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 7,800,000 | kr 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. | |||||||||||||||||||||||||||||||||||||
Interest rate basis spread | 3.00% | |||||||||||||||||||||||||||||||||||||
Loan agreement initiation date | Jun. 25, 2013 | |||||||||||||||||||||||||||||||||||||
Term loan facility available for utilization advances | $ 500,000 | 5,000,000 | ||||||||||||||||||||||||||||||||||||
Term loan facility integral multiples | $ 100,000 | kr 1,000,000 | ||||||||||||||||||||||||||||||||||||
Term Loan Facility [Member] | CareDx International AB [Member] | ||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||
Debt secured assets and pledge equity interests percentage | 65.00% | |||||||||||||||||||||||||||||||||||||
Short Term Credit Facility [Member] | Danske Bank A S [Member] | Allenex [Member] | ||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 900,000 | $ 1,200,000 | kr 10,000,000 | kr 8,000,000 | ||||||||||||||||||||||||||||||||||
Loan agreement initiation date | Jun. 18, 2015 | |||||||||||||||||||||||||||||||||||||
Danske Term Loan and Credit Facility [Member] | ||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||
Current portion of long-term debt | 6,763,000 | |||||||||||||||||||||||||||||||||||||
Repayment of accrued interest | $ 17,000 | kr 142,000 | ||||||||||||||||||||||||||||||||||||
Danske Term Loan and Credit Facility [Member] | Danske Bank A S [Member] | ||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||
Repament of outstanding debt | $ 5,600,000 | kr 47,000,000 | ||||||||||||||||||||||||||||||||||||
Other Liabilities Long Term [Member] | ||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||
Long-term portion of accrued interest | $ 200,000 |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | ||
Current portion of long-term debt | $ 0 | $ 15,721 |
Long-term debt, net of current portion | $ 0 | 18,338 |
JGB Debt [Member] | ||
Debt Instrument [Line Items] | ||
Current portion of long-term debt | 7,743 | |
Long-term debt, net of current portion | 14,168 | |
Danske Bank Term Loan & Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Current portion of long-term debt | 6,763 | |
SSP Primers Loan [Member] | ||
Debt Instrument [Line Items] | ||
Current portion of long-term debt | 1,215 | |
FastPartner Subordinated Promissory Notes [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt, net of current portion | 2,400 | |
Al Amoudi Subordinated Promissory Notes [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt, net of current portion | $ 1,770 |
Debt - Carrying Value of Debt o
Debt - Carrying Value of Debt on Issuance Date (Detail) - USD ($) $ in Thousands | Apr. 17, 2018 | Dec. 31, 2017 | Mar. 15, 2017 |
Debt Instrument [Line Items] | |||
Total debt discount | $ (4,600) | ||
Perceptive Security Agreement [Member] | |||
Debt Instrument [Line Items] | |||
Debt principal | $ 15,000 | ||
Issuance cost | (669) | ||
Discount related to issued warrants | (784) | ||
Embedded derivative liability | (245) | ||
Total debt discount | (1,698) | ||
Carrying value | $ 13,302 | ||
JGB Debt [Member] | |||
Debt Instrument [Line Items] | |||
Debt principal | $ 27,780 | ||
Issuance cost | (998) | ||
Discount related to issued warrants | (2,780) | ||
Original warrant valuation | (900) | ||
Embedded derivative liability | (2,290) | ||
Total debt discount | (6,968) | ||
Carrying value | $ 20,812 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) $ / shares in Units, $ in Thousands | Nov. 16, 2018USD ($)$ / sharesshares | May 22, 2018CommercialTestshares | Oct. 10, 2017USD ($)$ / sharesshares | Oct. 05, 2017USD ($)$ / sharesshares | Sep. 26, 2016USD ($)$ / sharesshares | Jun. 15, 2016USD ($)shares | Apr. 14, 2016USD ($)$ / sharesshares | Jun. 30, 2014shares | Mar. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2018USD ($)CommercialTestshares | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Sep. 30, 2017shares | Jul. 03, 2017shares | Jul. 02, 2017shares | Mar. 15, 2017shares |
Class Of Stock [Line Items] | ||||||||||||||||
Common stock purchase price | $ / shares | $ 3.99 | |||||||||||||||
Aggregate payment of Placement agent, escrow agents and legal fees | $ | $ 1,800 | |||||||||||||||
Additional issued units | 334,169 | |||||||||||||||
Warrants outstanding | 1,002,507 | |||||||||||||||
Placement fees | $ | $ 3,800 | |||||||||||||||
Conversion of debentures into shares of common stock | $ | $ 38,852 | $ 0 | $ 0 | |||||||||||||
JGB Debt [Member] | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Warrant to purchase stock, shares | 1,250,000 | |||||||||||||||
M.M. Dillon & Co. Group [Member] | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Placement fees | $ | $ 200 | |||||||||||||||
Warrant to purchase stock, shares | 100,000 | |||||||||||||||
Allenex [Member] | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Issuable common stock under contingent obgligation | 1,375,029 | |||||||||||||||
ImmuMetrix, Inc. [Member] | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Issuable common stock under contingent obgligation | 227,845 | |||||||||||||||
Number of shares issued pursuant to contingent consideration | 227,848 | |||||||||||||||
Milestone description | The shares were issuable upon the Company completing 2,500 commercial tests involving the measurement of dd-cfDNA in organ transplant recipients in the United States by June 10, 2020. | |||||||||||||||
Commercial test, measurement and completion date | Jun. 10, 2020 | |||||||||||||||
Number of commercial tests involving the measurement of cfDNA to be completed | CommercialTest | 2,500 | |||||||||||||||
Number of achieved contingent consideration milestone of commercial tests | CommercialTest | 2,500 | |||||||||||||||
Former Majority Shareholders [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 | ||||||||||||||
Common Stock [Member] | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Proceeds from issuance of private placement offer | $ | 1,900 | $ 1,000 | ||||||||||||||
Warrants outstanding | 656,289 | |||||||||||||||
Common Stock [Member] | JGB Debt [Member] | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Common stock shares issued | 651,240 | 288,022 | 6,161,331 | |||||||||||||
Common stock offer price per share | $ / shares | $ 4.34 | $ 4.33 | ||||||||||||||
Warrants outstanding | 1,250,000 | |||||||||||||||
Conversion of debentures into shares of common stock | $ | $ 1,250 | $ 26,700 | ||||||||||||||
Common Stock [Member] | Former Majority Shareholders [Member] | JGB Debt [Member] | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Warrants outstanding | 1,296,679 | |||||||||||||||
Series A Preferred Stock | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Proceeds from issuance of private placement offer | $ | $ 9,300 | $ 5,300 | ||||||||||||||
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 (“Units”) to certain accredited investors (the “Private Placement”). 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 | 591,860 | |||||||||||||||
Common stock offer price per share | $ / shares | $ 23.94 | |||||||||||||||
Proceeds from issuance of private placement offer | $ | $ 8,000 | $ 14,200 | ||||||||||||||
Warrants outstanding | 1,775,580 | 1,975,580 | ||||||||||||||
Placement fees | $ | $ 1,100 | |||||||||||||||
Private Placement [Member] | Placement Agents [Member] | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Warrants outstanding | 200,000 | |||||||||||||||
Private Placement [Member] | Common Stock [Member] | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Warrants outstanding | 1,022,544 | |||||||||||||||
2016 Public Offering [Member] | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Common stock shares issued | 2,250,000 | |||||||||||||||
Common stock offer price per share | $ / shares | $ 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 | |||||||||||||||
2017 Public Offering [Member] | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Common stock shares issued | 4,992,840 | |||||||||||||||
Common stock offer price per share | $ / shares | $ 4 | |||||||||||||||
Net proceeds from common stock shares issued at public offering | $ | $ 18,300 | |||||||||||||||
2017 Public Offering [Member] | Common Stock [Member] | JGB Debt [Member] | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Warrants outstanding | 1,332,620 | 1,296,679 | ||||||||||||||
Over-allotments [Member] | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Common stock shares issued | 651,240 | |||||||||||||||
Over-allotments [Member] | Common Stock [Member] | JGB Debt [Member] | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Common stock shares issued | 651,240 | |||||||||||||||
Warrants outstanding | 1,338,326 | 1,332,620 | ||||||||||||||
2018 Public Offering [Member] | Common Stock [Member] | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Common stock shares issued | 2,300,000 | |||||||||||||||
Common stock offer price per share | $ / shares | $ 24.50 | |||||||||||||||
Net proceeds from common stock shares issued at public offering | $ | $ 52,900 | |||||||||||||||
Option to purchase additional shares | 300,000 |
401(K) Plan - Additional Inform
401(K) Plan - Additional Information (Detail) $ in Millions | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Compensation And Retirement Disclosure [Abstract] | |
Expense incurred related to plan | $ 0.3 |
Warrants - Additional Informati
Warrants - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Apr. 17, 2018 | Jan. 01, 2018 | Oct. 10, 2017 | Oct. 05, 2017 | Apr. 14, 2016 | Mar. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jul. 03, 2017 | Jul. 02, 2017 | Mar. 15, 2017 | Sep. 26, 2016 | Sep. 25, 2016 | Jun. 15, 2016 |
Class Of Warrant Or Right [Line Items] | |||||||||||||||
Estimated fair value of warrants | $ 1,700 | ||||||||||||||
Warrants outstanding | 1,002,507 | ||||||||||||||
Common stock warrant liability | $ 10,003 | $ 18,712 | |||||||||||||
Estimated fair value of warrant liability remeasurement expense | 11,300 | ||||||||||||||
JGB Debt [Member] | |||||||||||||||
Class Of Warrant Or Right [Line Items] | |||||||||||||||
Common stock warrant liability | 6,600 | $ 900 | |||||||||||||
Estimated fair value of warrant liability remeasurement expense | 5,700 | ||||||||||||||
Exercise Price | $ 5 | ||||||||||||||
Warrant to purchase stock, shares | 1,250,000 | ||||||||||||||
JGB Debt [Member] | ASU 2017-11 [Member] | |||||||||||||||
Class Of Warrant Or Right [Line Items] | |||||||||||||||
Warrant to purchase stock, shares | 1,338,326 | ||||||||||||||
Reclassification of warrant liability to equity | $ 6,600 | ||||||||||||||
Perceptive Credit Agreement [Member] | |||||||||||||||
Class Of Warrant Or Right [Line Items] | |||||||||||||||
Warrants exercisable date | Oct. 22, 2018 | ||||||||||||||
Maximum [Member] | JGB Debt [Member] | |||||||||||||||
Class Of Warrant Or Right [Line Items] | |||||||||||||||
Warrants exercisable date | Sep. 15, 2022 | ||||||||||||||
Minimum [Member] | JGB Debt [Member] | |||||||||||||||
Class Of Warrant Or Right [Line Items] | |||||||||||||||
Warrants exercisable date | Sep. 16, 2017 | ||||||||||||||
Common Stock [Member] | |||||||||||||||
Class Of Warrant Or Right [Line Items] | |||||||||||||||
Warrants outstanding | 656,289 | ||||||||||||||
Common Stock [Member] | JGB Debt [Member] | |||||||||||||||
Class Of Warrant Or Right [Line Items] | |||||||||||||||
Warrants outstanding | 1,250,000 | ||||||||||||||
Exercise Price | $ 5 | ||||||||||||||
Common stock shares sold | 651,240 | 288,022 | 6,161,331 | ||||||||||||
Common Stock [Member] | JGB Debt [Member] | Former Majority Shareholders [Member] | |||||||||||||||
Class Of Warrant Or Right [Line Items] | |||||||||||||||
Warrants outstanding | 1,296,679 | ||||||||||||||
Exercise Price | $ 4.82 | ||||||||||||||
Common Stock [Member] | Maximum [Member] | JGB Debt [Member] | |||||||||||||||
Class Of Warrant Or Right [Line Items] | |||||||||||||||
Warrants outstanding | 1,250,000 | ||||||||||||||
Tranche A Warrant [Member] | |||||||||||||||
Class Of Warrant Or Right [Line Items] | |||||||||||||||
Warrants exercisable date | Apr. 17, 2018 | ||||||||||||||
Tranche A Warrant [Member] | Perceptive Credit Agreement [Member] | |||||||||||||||
Class Of Warrant Or Right [Line Items] | |||||||||||||||
Exercise Price | $ 8.60 | ||||||||||||||
Warrant to purchase stock, shares | 140,000 | ||||||||||||||
Shares of common stock received | 91,705 | ||||||||||||||
Tranche A Warrant [Member] | Maximum [Member] | Perceptive Credit Agreement [Member] | |||||||||||||||
Class Of Warrant Or Right [Line Items] | |||||||||||||||
Warrant to purchase stock, shares | 140,000 | ||||||||||||||
Private Placement [Member] | |||||||||||||||
Class Of Warrant Or Right [Line Items] | |||||||||||||||
Estimated fair value of warrants | $ 3,300 | ||||||||||||||
Warrants outstanding | 1,975,580 | 1,775,580 | |||||||||||||
Exercise Price | $ 4 | $ 4.98 | |||||||||||||
Common stock shares sold | 591,860 | ||||||||||||||
Private Placement [Member] | Common Stock [Member] | |||||||||||||||
Class Of Warrant Or Right [Line Items] | |||||||||||||||
Warrants outstanding | 1,022,544 | ||||||||||||||
Exercise Price | $ 1.12 | ||||||||||||||
Private Placement [Member] | Accredited Investors [Member] | |||||||||||||||
Class Of Warrant Or Right [Line Items] | |||||||||||||||
Estimated fair value of warrants | $ 3,000 | ||||||||||||||
Warrants outstanding | 1,775,580 | ||||||||||||||
Private Placement [Member] | Accredited Investors [Member] | Common Stock [Member] | |||||||||||||||
Class Of Warrant Or Right [Line Items] | |||||||||||||||
Exercise Price | $ 4 | 4.98 | |||||||||||||
Warrants exercisable date | Apr. 14, 2016 | ||||||||||||||
Private Placement [Member] | Accredited Investors [Member] | Class Of Warrant Or Right Issued on April 2016 [Member] | Common Stock [Member] | |||||||||||||||
Class Of Warrant Or Right [Line Items] | |||||||||||||||
Exercise Price | $ 4 | ||||||||||||||
Private Placement [Member] | Placement Agents [Member] | |||||||||||||||
Class Of Warrant Or Right [Line Items] | |||||||||||||||
Estimated fair value of warrants | $ 300 | ||||||||||||||
Warrants outstanding | 200,000 | ||||||||||||||
Private Placement [Member] | Placement Agents [Member] | Common Stock [Member] | |||||||||||||||
Class Of Warrant Or Right [Line Items] | |||||||||||||||
Warrants exercisable date | Apr. 14, 2016 | ||||||||||||||
Private Placement [Member] | Placement Agents [Member] | Class Of Warrant Or Right Issued on April 2016 [Member] | Common Stock [Member] | |||||||||||||||
Class Of Warrant Or Right [Line Items] | |||||||||||||||
Exercise Price | $ 3.99 | ||||||||||||||
Private Placement and Subsequent Financing [Member] | |||||||||||||||
Class Of Warrant Or Right [Line Items] | |||||||||||||||
Common stock warrant liability | $ 5,000 | $ 12,200 | |||||||||||||
Subsequent Financing [Member] | |||||||||||||||
Class Of Warrant Or Right [Line Items] | |||||||||||||||
Warrants outstanding | 1,002,507 | ||||||||||||||
Exercise Price | $ 4 | $ 4.98 | |||||||||||||
2017 Public Offering [Member] | |||||||||||||||
Class Of Warrant Or Right [Line Items] | |||||||||||||||
Common stock shares sold | 4,992,840 | ||||||||||||||
2017 Public Offering [Member] | Common Stock [Member] | JGB Debt [Member] | |||||||||||||||
Class Of Warrant Or Right [Line Items] | |||||||||||||||
Warrants outstanding | 1,332,620 | 1,296,679 | |||||||||||||
Exercise Price | $ 4.69 | $ 4.82 | |||||||||||||
Over-allotments [Member] | |||||||||||||||
Class Of Warrant Or Right [Line Items] | |||||||||||||||
Common stock shares sold | 651,240 | ||||||||||||||
Over-allotments [Member] | Common Stock [Member] | JGB Debt [Member] | |||||||||||||||
Class Of Warrant Or Right [Line Items] | |||||||||||||||
Warrants outstanding | 1,338,326 | 1,332,620 | |||||||||||||
Exercise Price | $ 4.67 | $ 4.69 | |||||||||||||
Common stock shares sold | 651,240 |
Warrants - Outstanding Warrants
Warrants - Outstanding Warrants To Purchase Common Stock Warrants (Detail) - $ / shares | 12 Months Ended | ||||||
Dec. 31, 2018 | Jul. 03, 2017 | Sep. 26, 2016 | Sep. 25, 2016 | Jun. 15, 2016 | Apr. 14, 2016 | ||
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 | ||||||
Common Stock [Member] | |||||||
Class Of Warrant Or Right [Line Items] | |||||||
Number of Shares Underlying Warrants | 656,289 | ||||||
Common Stock [Member] | Class Of Warrant Or Right Issued on August 2009 [Member] | |||||||
Class Of Warrant Or Right [Line Items] | |||||||
Issue Date | 2009-08 | ||||||
Classified as | Equity | ||||||
Exercise Price | $ 21.78 | ||||||
Number of Shares Underlying Warrants | 33,473 | ||||||
Common Stock [Member] | Class Of Warrant Or Right Issued on August 2009 [Member] | Remaining Term (in Years) [Member] | |||||||
Class Of Warrant Or Right [Line Items] | |||||||
Original Term | 10 years | ||||||
Common Stock [Member] | Class Of Warrant Or Right Issued on July 2010 [Member] | |||||||
Class Of Warrant Or Right [Line Items] | |||||||
Issue Date | 2010-07 | ||||||
Classified as | Equity | ||||||
Exercise Price | $ 21.78 | ||||||
Number of Shares Underlying Warrants | 6,694 | ||||||
Common Stock [Member] | Class Of Warrant Or Right Issued on July 2010 [Member] | Remaining Term (in Years) [Member] | |||||||
Class Of Warrant Or Right [Line Items] | |||||||
Original Term | 9 years | ||||||
Common Stock [Member] | Class Of Warrant Or Right Issued on August 2012 [Member] | |||||||
Class Of Warrant Or Right [Line Items] | |||||||
Issue Date | 2012-08 | ||||||
Classified as | Equity | ||||||
Exercise Price | $ 21.78 | ||||||
Number of Shares Underlying Warrants | 167,182 | ||||||
Common Stock [Member] | Class Of Warrant Or Right Issued on August 2012 [Member] | Remaining Term (in Years) [Member] | |||||||
Class Of Warrant Or Right [Line Items] | |||||||
Original Term | 7 years | ||||||
Common Stock [Member] | Class Of Warrant Or Right Issued on January 2015 [Member] | |||||||
Class Of Warrant Or Right [Line Items] | |||||||
Issue Date | 2015-01 | ||||||
Classified as | Equity | ||||||
Exercise Price | $ 6.96 | ||||||
Number of Shares Underlying Warrants | 34,483 | ||||||
Common Stock [Member] | Class Of Warrant Or Right Issued on January 2015 [Member] | Remaining Term (in Years) [Member] | |||||||
Class Of Warrant Or Right [Line Items] | |||||||
Original Term | 5 years | ||||||
Common Stock [Member] | Private Placement [Member] | |||||||
Class Of Warrant Or Right [Line Items] | |||||||
Exercise Price | $ 1.12 | ||||||
Number of Shares Underlying Warrants | 1,022,544 | ||||||
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 | |||||
Classified as | [1] | Liability | |||||
Exercise Price | [1] | $ 1.12 | |||||
Number of Shares Underlying Warrants | [1] | 323,021 | |||||
Common Stock [Member] | Private Placement [Member] | Accredited Investors [Member] | Class Of Warrant Or Right Issued on April 2016 [Member] | Remaining Term (in Years) [Member] | |||||||
Class Of Warrant Or Right [Line Items] | |||||||
Original Term | [1] | 7 years | |||||
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 | |||||
Classified as | [2] | Liability | |||||
Exercise Price | [2] | $ 1.12 | |||||
Number of Shares Underlying Warrants | [2] | 91,436 | |||||
Common Stock [Member] | Private Placement [Member] | Placement Agents [Member] | Class Of Warrant Or Right Issued on April 2016 [Member] | Remaining Term (in Years) [Member] | |||||||
Class Of Warrant Or Right [Line Items] | |||||||
Original Term | [2] | 5 years | |||||
[1] | Issued on April 14, 2016 in connection with the Private Placement to certain accredited investors. In accordance with the anti-dilution provisions, the exercise price of the warrants issued in connection with such private placement was adjusted from $4.98 to $4.00, which was the price paid by investors in the Company’s underwritten public offering of common stock, which closed on September 26, 2016. As a result of the issuance of 1,022,544 shares of the Company’s common stock at $1.12 in connection with the amendments to the Conditional Share Purchase Agreement, the exercise price was adjusted from $4.00 to $1.12, effective July 3, 2017. | ||||||
[2] | Issued on April 14, 2016 in connection with the Private Placement to placement agents. As a result of the issuance of 1,022,544 shares of the Company’s common stock at $1.12 in connection with the amendments to the Conditional Share Purchase Agreement, the exercise price was adjusted from $3.99 to $1.12, effective July 3, 2017. |
Warrants - Outstanding Warran_2
Warrants - Outstanding Warrants To Purchase Common Stock Warrants (Parenthetical) (Detail) - $ / shares | Jul. 01, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Jul. 03, 2017 | Jul. 02, 2017 | Sep. 26, 2016 | Sep. 25, 2016 |
Private Placement [Member] | ||||||||
Class Of Warrant Or Right [Line Items] | ||||||||
Exercise Price | $ 4 | $ 4.98 | ||||||
Common Stock [Member] | ||||||||
Class Of Warrant Or Right [Line Items] | ||||||||
Shares issued upon conversion | 6,161,331 | 288,022 | 4,630,145 | |||||
Common Stock [Member] | Private Placement [Member] | ||||||||
Class Of Warrant Or Right [Line Items] | ||||||||
Exercise Price | $ 1.12 | |||||||
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] | Conditional Share Purchase Agreement [Member] | Accredited Investors [Member] | ||||||||
Class Of Warrant Or Right [Line Items] | ||||||||
Exercise Price | 1.12 | $ 4 | ||||||
Shares issued upon conversion | 1,022,544 | |||||||
Common Stock [Member] | Conditional Share Purchase Agreement [Member] | Placement Agents [Member] | ||||||||
Class Of Warrant Or Right [Line Items] | ||||||||
Exercise Price | $ 1.12 | $ 3.99 | ||||||
Shares issued upon conversion | 1,022,544 |
Stock Incentive Plans - Additio
Stock Incentive Plans - Additional Information (Detail) - USD ($) | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Apr. 21, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Total intrinsic value of options exercised | $ 6,800,000 | $ 200,000 | |||
Total unrecognized compensation costs related to stock options and RSUs | $ 8,700,000 | ||||
Stock options and RSUs expected weighted average period | 3 years 3 months | ||||
Weighted average fair value of options to purchase common stock granted | $ 9.05 | $ 1.60 | $ 2.05 | ||
Total fair value of options vested during period | $ 1,200,000 | ||||
Shares available for issuance | 322,178 | 156,429 | |||
Share based compensation, Total expensed | $ 7,138,000 | $ 1,744,000 | $ 1,998,000 | ||
Share-based compensation expense, tax benefit recognized | 0 | ||||
Share-based compensation costs, capitalized | 0 | ||||
General and administrative [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share based compensation, Total expensed | $ 3,700,000 | 994,000 | 1,249,000 | ||
Non Employee Director [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares issued | 246,398 | ||||
Fair value of shares issued | $ 1,100,000 | ||||
Non Employee Director [Member] | General and administrative [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share based compensation, Total expensed | $ 300,000 | $ 200,000 | 300,000 | ||
Maximum [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Total intrinsic value of options exercised | $ 100,000 | ||||
2014 Equity Incentive Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares reserved for future issuance of common stock | 287,491 | ||||
2016 Inducement Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares reserved for future issuance of common stock | 34,687 | ||||
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] | |||||
Maximum value of shares which an employee can purchase per calendar year | $ 25,000 | ||||
Applicable exercise date an offering period shall be equal to percentage of the lower of fair market value of common stock | 85.00% | ||||
Offering period for employee stock purchases | 6 months | ||||
Shares issued under ESPP | 42,534 | 76,710 | 71,639 | ||
Aggregate proceeds from the issuance of shares | $ 300,000 | $ 300,000 | $ 100,000 | ||
Shares available for issuance | 372,568 | ||||
2014 Employee Stock Purchase Plan [Member] | Maximum [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Maximum portion of earning an employee may contribute to the ESPP Plan | 15.00% | ||||
Restricted Stock Units (RSUs) [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Total fair value of RSUs vested during the period | $ 2,300,000 | ||||
Intrinsic value of RSUs | 24,300,000 | ||||
Total unrecognized compensation costs related to stock options and RSUs | $ 8,500,000 | ||||
Stock options and RSUs expected weighted average period | 3 years 2 months 12 days | ||||
Restricted Stock Units (RSUs) [Member] | 2014 Equity Incentive Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Expiration period | 10 years | ||||
Termination of employment | 3 months | ||||
Vesting period | 4 years | ||||
Restricted Stock Units (RSUs) [Member] | 2016 Inducement Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 4 years | ||||
Stock Options [Member] | 2014 Equity Incentive Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 4 years |
Stock Incentive Plans - Summary
Stock Incentive Plans - Summary of Options, RSUs Activity under 2014 Equity Incentive Plan and 2016 Inducement Plan and Related Information (Detail) | 12 Months Ended |
Dec. 31, 2018$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares Available for Grant, Beginning Balance | 156,429 |
Shares Available for Grant, Additional options authorized | 1,957,075 |
Shares Available for Grant, Common stock awards for services | (25,509) |
Shares Available for Grant, Options granted | (1,116,683) |
Shares Available for Grant, Options exercised | 0 |
Shares Available for Grant, Repurchases of common stock under employee incentive plans | 67,656 |
Shares Available for Grant, RSUs forfeited | 46,490 |
Shares Available for Grant, Options forfeited | 82,576 |
Shares Available for Grant, Options expired | 1,878 |
Shares Available for Grant, Ending Balance | 322,178 |
Number of Shares, Beginning Balance | 1,941,473 |
Number of Shares, Additional options authorized | 0 |
Number of Shares, Options granted | 1,116,683 |
Number of Shares, Options exercised | (472,645) |
Number of Shares, Options forfeited | (82,576) |
Number of Shares, Options expired | (1,878) |
Number of Shares, Ending Balance | 2,501,057 |
Weighted-Average Exercise Price, Beginning Balance | $ / shares | $ 4.21 |
Weighted-Average Exercise Price, Additional options authorized | $ / shares | 0 |
Weighted-Average Exercise Price, Options granted | $ / shares | 14.78 |
Weighted-Average Exercise Price, Options exercised | $ / shares | 3.13 |
Weighted-Average Exercise Price, Options forfeited | $ / shares | 5.26 |
Weighted-Average Exercise Price, Options expired | $ / shares | 3.51 |
Weighted-Average Exercise Price, Ending Balance | $ / shares | $ 9.10 |
Number of RSU Shares, forfeited | (46,490) |
Restricted Stock Units (RSUs) [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares Available for Grant | (847,734) |
Number of RSU Shares, vested | (272,806) |
Shares Available for Grant, RSUs forfeited | 46,490 |
Number of RSU Shares, Beginning Balance | 439,926 |
Shares Available for Grant | 847,734 |
Number of RSU Shares, forfeited | (46,490) |
Number of RSU Shares, Ending balance | 968,364 |
Weighted Average Grant- Date Fair Value, Unvested beginning balance | $ / shares | $ 4.39 |
Weighted- Average Grant Date Fair Value, RSUs granted | $ / shares | 13.89 |
Weighted- Average Grant Date Fair Value, RSUs vested | $ / shares | 8.59 |
Weighted- Average Grant Date Fair Value, RSUs forfeited | $ / shares | 5.63 |
Weighted Average Grant- Date Fair Value, Unvested ending balance | $ / shares | $ 11.49 |
Stock Incentive Plans - Summa_2
Stock Incentive Plans - Summary of Options Outstanding Vested and Expected to Vest (Detail) $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($)$ / sharesshares | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Number of Shares, Vested | shares | 1,020,905 |
Number of Shares, Expected to vest | shares | 1,301,026 |
Number of Shares, Total | shares | 2,321,931 |
Weighted-average Exercise Price, Vested | $ / shares | $ 5.26 |
Weighted-average Exercise Price, Expected to vest | $ / shares | $ 11.77 |
Weighted-average Remaining Contractual Life (Years), Vested | 6 years 8 months 19 days |
Weighted-average Remaining Contractual Life (Years), Expected to vest | 9 years 14 days |
Weighted-average Remaining Contractual Life (Years), Total | |
Aggregate Intrinsic Value, Vested | $ | $ 20,299 |
Aggregate Intrinsic Value, Expected to vest | $ | 17,728 |
Aggregate Intrinsic Value, Total | $ | $ 38,027 |
Stock Incentive Plans - Weighte
Stock Incentive Plans - Weighted-Average Assumptions Used to Estimated Fair Value of Share-Based Awards (Detail) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
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 |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Risk-free interest rate, minimum | 1.61% | 0.65% | 0.37% |
Risk-free interest rate, maximum | 2.14% | 1.13% | 0.49% |
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 10 months 24 days | 5 years 10 months 24 days | 5 years 10 months 24 days |
Expected volatility | 69.69% | 57.34% | 42.10% |
Risk-free interest rate | 2.77% | 2.01% | 1.52% |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Minimum [Member] | Employee Stock Purchase Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected volatility | 59.94% | 62.27% | 77.05% |
Maximum [Member] | Employee Stock Purchase Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected volatility | 105.32% | 98.58% | 90.81% |
Stock Incentive Plans - Summa_3
Stock Incentive Plans - Summary of Expense Relating to Employee and Nonemployee Stock-Based Payment Awards from Stock Options and RSUs (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Share based compensation, Total expensed | $ 7,138 | $ 1,744 | $ 1,998 |
Cost of testing [Member] | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Share based compensation, Total expensed | 821 | 188 | 144 |
Research and Development Expense [Member] | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Share based compensation, Total expensed | 1,631 | 405 | 449 |
Sales and marketing [Member] | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Share based compensation, Total expensed | 986 | 157 | 156 |
General and administrative [Member] | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Share based compensation, Total expensed | $ 3,700 | $ 994 | $ 1,249 |
Income Taxes - Summary of Loss
Income Taxes - Summary of Loss Before Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |||
United States | $ (41,109) | $ (50,132) | $ (21,753) |
Foreign | (7,106) | (7,137) | (19,609) |
Loss before income taxes | $ (48,215) | $ (57,269) | $ (41,362) |
Income Taxes - Components of Pr
Income Taxes - Components of Provision for (Benefit from) Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Current | |||
Federal | $ 24 | $ 74 | $ 49 |
State | 0 | (4) | 11 |
Foreign | 139 | 68 | 32 |
Total Current | 163 | 138 | 92 |
Deferred | |||
Federal | 13 | 42 | (251) |
State | 4 | 1 | (49) |
Foreign | (1,614) | (1,890) | (1,398) |
Total Deferred | (1,597) | (1,847) | (1,698) |
Income tax benefit | $ (1,434) | $ (1,709) | $ (1,606) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Taxes Disclosure [Line Items] | ||||
Federal income tax rate | 21.00% | 34.00% | 34.00% | |
Increase (decrease) in valuation allowance | $ 5,400 | $ (21,400) | ||
Net unrecognized tax benefit would impact the effective tax rate | 500 | |||
Net unrecognized tax benefit | 3,449 | 3,164 | $ 5,252 | $ 2,431 |
Cummulative or accrued interest and penalties related to unrecognized tax benefits | 300 | 300 | $ 300 | |
Deferred tax assets | 45,900 | $ 72,500 | ||
Decreasing valuation allowance | 27,000 | |||
Maximum [Member] | ||||
Income Taxes Disclosure [Line Items] | ||||
Federal income tax rate | 35.00% | |||
Domestic Federal [Member] | ||||
Income Taxes Disclosure [Line Items] | ||||
Net operating loss carryforwards | $ 207,500 | |||
Operating loss carryforwards, expiration year | 2,019 | |||
Tax credit carryforwards | $ 4,600 | |||
Tax credit carryforwards, expiration year | 2,021 | |||
Domestic State [Member] | ||||
Income Taxes Disclosure [Line Items] | ||||
Net operating loss carryforwards | $ 80,900 | |||
Operating loss carryforwards, expiration year | 2,028 | |||
Domestic State [Member] | California [Member] | ||||
Income Taxes Disclosure [Line Items] | ||||
Tax credit carryforwards | $ 5,800 | |||
Foreign [Member] | ||||
Income Taxes Disclosure [Line Items] | ||||
Net operating loss carryforwards | $ 8,700 | |||
Statutes of limitation for income tax returns start year | 3 years | |||
Statutes of limitation for income tax returns end year | 6 years |
Income Taxes - Schedule of Prov
Income Taxes - Schedule of Provision for Tax Differed from Amounts Computed by Applying U.S. Federal Income Tax Rate to Loss Before Income (Detail) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Effective Income Tax Rate Reconciliation Nondeductible Expense Depreciation And Amortization [Abstract] | |||
Federal tax rate | 21.00% | 34.00% | 34.00% |
Stock-based compensation | 1.30% | (0.20%) | (0.50%) |
Change in valuation allowance | (9.40%) | 38.00% | (16.80%) |
Foreign rate differential | 2.40% | (1.10%) | (1.30%) |
Warrant revaluation | (10.00%) | (17.50%) | (0.20%) |
Interest expense | (1.70%) | (1.80%) | 0.00% |
Acquisition costs | 0.00% | (1.20%) | |
Goodwill impairment | (1.20%) | (10.80%) | |
Impact of 2017 Tax Cuts and Jobs Act on change in deferred tax assets | (46.50%) | 0.00% | |
Other | (0.60%) | (0.70%) | 0.70% |
Effective income tax rate | 3.00% | 3.00% | 3.90% |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Income Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 52,135 | $ 49,374 |
Tax credit carryforwards | 6,235 | 5,798 |
Accruals | 3,068 | 583 |
Property and equipment | 1,571 | 1,184 |
Other | 812 | 633 |
Gross deferred tax assets | 63,821 | 57,572 |
Valuation allowance | (60,327) | (54,934) |
Total deferred tax assets | 3,494 | 2,638 |
Deferred tax liabilities: | ||
Purchased intangibles | (6,429) | (7,554) |
Other | (33) | (17) |
Total deferred tax liabilities | (6,462) | (7,571) |
Net deferred tax liabilities | $ (2,968) | $ (4,933) |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of Unrecognized Tax Benefits (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Reconciliation Of Unrecognized Tax Benefits Excluding Amounts Pertaining To Examined Tax Returns Roll Forward | |||
Balance at the beginning of the year | $ 3,164 | $ 5,252 | $ 2,431 |
Additions based on tax positions related to the current year | 285 | 186 | 332 |
Additions (decreases) based on tax positions related to prior years | 0 | (2,274) | 2,489 |
Balance at the end of the year | $ 3,449 | $ 3,164 | $ 5,252 |
Segment Reporting - Additional
Segment Reporting - Additional Information (Detail) - Segment | 3 Months Ended | 12 Months Ended | 27 Months Ended |
Sep. 30, 2018 | Dec. 31, 2018 | Jun. 30, 2018 | |
Segment Reporting [Abstract] | |||
Number of reportable segments | 2 | 1 | 2 |
Number Of Operating Segments | 1 |
Segment Reporting - Reportable
Segment Reporting - Reportable Revenues by Geographic Regions (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Segment Reporting Information [Line Items] | |||||||||||
Revenues | $ 23,509 | $ 21,184 | $ 17,823 | $ 14,053 | $ 12,503 | $ 12,191 | $ 12,046 | $ 11,584 | $ 76,569 | $ 48,324 | $ 40,631 |
United States [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 66,063 | 37,285 | 32,692 | ||||||||
Rest of World [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 2,904 | 2,973 | 1,627 | ||||||||
Europe [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 7,602 | 8,066 | 6,312 | ||||||||
Testing Services [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 60,300 | 33,106 | 29,680 | ||||||||
Testing Services [Member] | United States [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 59,683 | 32,598 | 29,492 | ||||||||
Testing Services [Member] | Rest of World [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 617 | 508 | 188 | ||||||||
Product [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 15,674 | 14,634 | 10,715 | ||||||||
Product [Member] | United States [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 5,881 | 4,189 | 3,006 | ||||||||
Product [Member] | Rest of World [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 2,287 | 2,465 | 1,439 | ||||||||
Product [Member] | Europe [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 7,506 | 7,980 | 6,270 | ||||||||
License and Other [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 595 | 584 | 236 | ||||||||
License and Other [Member] | United States [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 499 | 498 | 194 | ||||||||
License and Other [Member] | Europe [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | $ 96 | $ 86 | $ 42 |
Segment Reporting - Long-Lived
Segment Reporting - Long-Lived Assets Consisting of Property and Equipment, Net by Geographic Regions (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Segment Reporting Information [Line Items] | ||
Long-lived assets | $ 4,134 | $ 2,075 |
United States [Member] | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets | 3,235 | 1,206 |
Europe [Member] | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets | 625 | 776 |
Rest of World [Member] | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets | $ 274 | $ 93 |
Selected Quarterly Financial _3
Selected Quarterly Financial Data - Summary of Selected Quarterly Financial Data (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Consolidated Statements of Operations Data: | |||||||||||
Total revenue | $ 23,509 | $ 21,184 | $ 17,823 | $ 14,053 | $ 12,503 | $ 12,191 | $ 12,046 | $ 11,584 | $ 76,569 | $ 48,324 | $ 40,631 |
Net loss attributable to CareDx, Inc. used to compute basic net loss per share | $ (3,755) | $ (19,970) | $ (14,062) | $ (8,969) | $ (31,671) | $ (14,268) | $ (3,968) | $ (5,562) | $ (46,756) | $ (55,469) | $ (39,469) |
Net loss per common share attributable to CareDx, Inc., basic | $ (0.09) | $ (0.54) | $ (0.40) | $ (0.30) | $ (1.13) | $ (0.63) | $ (0.19) | $ (0.26) | $ (1.31) | $ (2.38) | $ (2.39) |
Net loss per common share attributable to CareDx, Inc., diluted | $ (0.09) | $ (0.54) | $ (0.40) | $ (0.30) | $ (1.13) | $ (0.63) | $ (0.19) | $ (0.26) | $ (1.31) | $ (2.38) | $ (2.39) |
Shares used in calculation of net loss per share attributable to CareDx, Inc., basic | 40,104,341 | 37,154,293 | 35,549,837 | 29,615,441 | 27,983,033 | 22,526,615 | 21,412,480 | 21,343,782 | 35,638,956 | 23,332,503 | 16,496,911 |
Shares used in calculation of net income loss per share attributable to CareDx, Inc., diluted | 40,104,341 | 37,154,293 | 35,549,837 | 29,615,441 | 27,983,033 | 22,526,615 | 21,412,480 | 21,343,782 | 35,638,956 | 23,332,503 | 16,496,911 |