Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2016 | May. 01, 2016 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | CANCER GENETICS, INC | |
Trading Symbol | CGIX | |
Entity Central Index Key | 1,349,929 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 13,652,274 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 13,273 | $ 19,459 |
Accounts receivable, net of allowance for doubtful accounts | 8,449 | 6,621 |
Other current assets | 1,823 | 2,118 |
Total current assets | 23,545 | 28,198 |
FIXED ASSETS, net of accumulated depreciation | 5,870 | 6,069 |
OTHER ASSETS | ||
Restricted cash | 300 | 300 |
Patents and other intangible assets, net of accumulated amortization | 1,679 | 1,727 |
Investment in joint venture | 329 | 341 |
Goodwill | 12,029 | 12,029 |
Other | 217 | 220 |
Total other assets | 14,554 | 14,617 |
Total Assets | 43,969 | 48,884 |
CURRENT LIABILITIES | ||
Accounts payable and accrued expenses | 7,775 | 7,579 |
Obligations under capital leases, current portion | 106 | 122 |
Deferred revenue | 630 | 831 |
Bank term note, current portion | 1,833 | 1,333 |
Total current liabilities | 10,344 | 9,865 |
Obligations under capital leases | 251 | 276 |
Deferred rent payable and other | 309 | 315 |
Warrant liability | 0 | 17 |
Deferred revenue, long-term | 622 | 752 |
Bank term note | 4,146 | 4,642 |
Total liabilities | 15,672 | 15,867 |
STOCKHOLDERS’ EQUITY | ||
Preferred stock, authorized 9,764 shares, $0.0001 par value, none issued | 0 | 0 |
Common stock, authorized 100,000 shares, $0.0001 par value, 13,652 and 13,652 shares issued and outstanding at March 31, 2016 and December 31, 2015, respectively | 1 | 1 |
Additional paid-in capital | 131,701 | 131,167 |
Accumulated (deficit) | (103,405) | (98,151) |
Total Stockholders’ Equity | 28,297 | 33,017 |
Total Liabilities and Stockholders’ Equity | $ 43,969 | $ 48,884 |
Consolidated Balance Sheets (U3
Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Preferred stock, shares authorized (in shares) | 9,764,000 | 9,764,000 |
Preferred stock, par value (usd per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, par value (usd per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares issued (in shares) | 13,652,000 | 13,652,000 |
Common stock, shares outstanding (in shares) | 13,652,000 | 13,652,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Income Statement [Abstract] | ||
Revenue | $ 6,068 | $ 4,370 |
Cost of revenues | 4,103 | 3,141 |
Gross profit | 1,965 | 1,229 |
Operating expenses: | ||
Research and development | 1,532 | 1,278 |
General and administrative | 4,318 | 2,987 |
Sales and marketing | 1,298 | 1,116 |
Total operating expenses | 7,148 | 5,381 |
Loss from operations | (5,183) | (4,152) |
Other income (expense): | ||
Interest expense | (126) | (34) |
Interest income | 4 | 13 |
Change in fair value of acquisition note payable | 34 | (90) |
Change in fair value of warrant liability | 17 | (15) |
Total other (expense) | (71) | (126) |
Net (loss) | $ (5,254) | $ (4,278) |
Basic net (loss) per share (usd per share) | $ (0.39) | $ (0.44) |
Diluted net (loss) per share (usd per share) | $ (0.39) | $ (0.44) |
Basic Weighted-Average Shares Outstanding (in shares) | 13,547 | 9,704 |
Diluted Weighted-Average Shares Outstanding (in shares) | 13,547 | 9,704 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net (loss) | $ (5,254) | $ (4,278) |
Adjustments to reconcile net (loss) to net cash (used in) operating activities: | ||
Depreciation | 518 | 348 |
Amortization | 87 | 9 |
Provision for bad debts | 0 | 221 |
Stock-based compensation | 534 | 696 |
Change in fair value of business acquisition | (34) | 90 |
Change in fair value of warrant liability | (17) | 15 |
Amortization of debt issuance costs | 4 | 0 |
Loss in equity method investment | 12 | 207 |
Changes in: | ||
Accounts receivable | (1,828) | (17) |
Other current assets | 295 | 23 |
Other non-current assets | 3 | 0 |
Accounts payable, accrued expenses and deferred revenue | (101) | (239) |
Deferred rent and other | (6) | (18) |
Net cash (used in) operating activities | (5,787) | (3,105) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchase of fixed assets | (319) | (83) |
Patent costs | (39) | (40) |
Net cash (used in) investing activities | (358) | (123) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Principal payments on capital lease obligations | (41) | (14) |
Net cash (used in) financing activities | (41) | (14) |
Net (decrease) in cash and cash equivalents | (6,186) | (3,242) |
CASH AND CASH EQUIVALENTS | ||
Beginning | 19,459 | 25,554 |
Ending | 13,273 | 22,312 |
SUPPLEMENTAL CASH FLOW DISCLOSURE | ||
Cash paid for interest | 97 | 34 |
BioServe | ||
Adjustments to reconcile net (loss) to net cash (used in) operating activities: | ||
Change in fair value of business acquisition | (34) | 90 |
Gentris [Member] | ||
Adjustments to reconcile net (loss) to net cash (used in) operating activities: | ||
Change in fair value of business acquisition | $ 0 | $ (162) |
Organization, Description of Bu
Organization, Description of Business, Basis of Presentation, Acquisitions and Recent Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Description of Business, Basis of Presentation, Acquisitions and Recent Accounting Pronouncements | Organization, Description of Business, Basis of Presentation, Acquisitions and Recent Accounting Pronouncements We are an emerging leader in the field of personalized medicine, enabling precision medicine in the field of oncology through our diagnostic products and services and molecular markers. We develop, commercialize and provide molecular- and biomarker-based tests and services that enable physicians to personalize the clinical management of each individual patient by providing genomic information to better diagnose, monitor and inform cancer treatment and that enable biopharmaceutical companies engaged in oncology trials to better select candidate populations and reduce adverse drug reactions by providing information regarding genomic factors influencing subject responses to therapeutics. We have a comprehensive, disease-focused oncology testing portfolio. Our tests and techniques target a wide range of cancers, covering eight of the top ten cancers in prevalence in the United States, with additional unique capabilities offered by our Tissue of Origin® test for identifying difficult to diagnose tumor types or poorly differentiated metastatic disease. We were incorporated in the State of Delaware on April 8, 1999 and have offices and state-of-the-art laboratories located in California, New Jersey, North Carolina, Shanghai (China), and Hyderabad (India). Our laboratories comply with the highest regulatory standards as appropriate for the services they deliver including CLIA, CAP, NY State, California State and NABL (India). Our services are built on a foundation of world-class scientific knowledge and intellectual property in solid and blood-borne cancers, as well as strong academic relationships with major cancer centers such as Memorial Sloan-Kettering, Mayo Clinic, and the National Cancer Institute. Basis of Presentation The accompanying unaudited condensed financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions for interim reporting as prescribed by the Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary to make the financial statements not misleading have been included. As such, the information included in this quarterly report on Form 10-Q should be read in conjunction with the audited consolidated financial statements as of and for the year ended December 31, 2015 , filed with the Securities and Exchange Commission on March 10, 2016. The consolidated balance sheet as of December 31, 2015 , included herein was derived from the audited financial statements as of that date, but does not include all disclosures including notes required by GAAP. Interim financial results are not necessarily indicative of the results that may be expected for any future interim period or for the year ending December 31, 2016 . Acquisition of Response Genetics, Inc. On October 9, 2015, we acquired substantially all the assets and assumed certain liabilities of Response Genetics, Inc. (“Response Genetics”), with its principal place of business in California, in a transaction valued at approximately $12.9 million , comprised of $7.5 million in cash and 788,584 shares of the Company’s common stock, with the common stock being valued at $5.4 million . The following table provides certain pro forma financial information for the Company as if the acquisition of Response Genetics discussed above occurred on January 1, 2015 (in thousands except per share amounts): Three Months Ended March 31, 2015 Revenue $ 8,161 Net loss (7,919 ) Basic net loss per share $ (0.75 ) Diluted net loss per share (0.75 ) The pro forma numbers above are derived from historical numbers of the Company and Response Genetics. Over time the operations of Response Genetics will be integrated into the operations of the Company. This integration may change how certain tests are coded and submitted to payers (including Medicare) and, consequently, may result in differences in the future in which revenues and bad debt expenses are recorded when compared with the historical methods of Response Genetics. At the current time, we do not have enough information to prepare a reliable estimate of any possible changes. The results of operations for the three months ended March 31, 2016 include the operations of Response Genetics, which accounted for approximately $2,163,000 of the Company’s consolidated revenue. The net loss of Response Genetics cannot be determined, as its operations are integrated with Cancer Genetics. Recent Accounting Pronouncements In March 2016, the FASB issued ASU 2016-09 “Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. ” This standard requires the recognition of the income tax effects of awards in the income statement when the awards vest or are settled, thus eliminating additional paid in capital pools. The guidance also allows for the employer to repurchase more of an employee’s shares for tax withholding purposes without triggering liability accounting. In addition, the guidance allows for a policy election to account for forfeitures as they occur rather than on an estimated basis. The guidance is effective in 2017 with early adoption permitted. The Company is currently evaluating the impact of this guidance on its consolidated financial statements and the timing of adoption. |
Revenue and Accounts Receivable
Revenue and Accounts Receivable | 3 Months Ended |
Mar. 31, 2016 | |
Receivables [Abstract] | |
Revenue and Accounts Receivable | Revenue and Accounts Receivable Revenue by service type for the three months ended March 31, 2016 and 2015 is comprised of the following (in thousands): Three Months Ended March 31, 2016 2015 Biopharma Services $ 3,350 $ 3,331 Clinical Services 2,456 873 Discovery Services 262 166 $ 6,068 $ 4,370 The table above includes approximately $459,000 of biopharma revenue and approximately $1,704,000 of clinical services revenue from our acquisition of Response Genetics for the three months ended March 31, 2016. Accounts receivable by service type at March 31, 2016 and December 31, 2015 consists of the following (in thousands): March 31, December 31, Biopharma Services $ 3,334 $ 3,238 Clinical Services 5,432 3,733 Discovery Services 347 314 Allowance for doubtful accounts (664 ) (664 ) $ 8,449 $ 6,621 Allowance for Doubtful Accounts (in thousands) Balance, December 31, 2015 $ 664 Additions to allowance for doubtful accounts — Balance, March 31, 2016 $ 664 Revenue for Biopharma Services are customized solutions for patient stratification and treatment selection through an extensive suite of DNA-based testing services. Clinical Services are tests performed to provide information on diagnosis, prognosis and theranosis of cancers to guide patient management. These tests can be billed to Medicare, another third party insurer or the referring community hospital or other healthcare facility. Discovery Services are services that provide the tools and testing methods for companies and researchers seeking to identify new DNA-based biomarkers for disease. The breakdown of our Clinical Services revenue (as a percent of total revenue) is as follows: Three Months Ended March 31, 2016 2015 Medicare 15% 6% Other insurers 21% 7% Other healthcare facilities 4% 7% 40% 20% We have historically derived a significant portion of our revenue from a limited number of test ordering sites. Test ordering sites account for all of our Clinical Services and Biopharma Services revenue. Our test ordering sites are largely hospitals, cancer centers, reference laboratories, physician offices and biopharmaceutical companies. Oncologists and pathologists at these sites order the tests on behalf of the needs of their oncology patients or as part of a clinical trial sponsored by a biopharmaceutical company in which the patient is being enrolled. We generally do not have formal, long-term written agreements with such test ordering sites, and, as a result, we may lose a significant test ordering site at any time. The top five test ordering sites during the three months ended March 31, 2016 and 2015 accounted for 35% and 72% , respectively, of our testing volumes, with 8% and 24% , respectively, of the volume coming from community hospitals. During the three months ended March 31, 2016 , there were two biopharmaceutical companies which accounted for approximately 11% and 10% of our total revenue, respectively. During the three months ended March 31, 2015 , there were two biopharmaceutical companies which accounted for approximately 29% and 22% of our total revenue, respectively. |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
Earnings Per Share | Earnings Per Share For purposes of this calculation, stock warrants, outstanding stock options and unvested restricted shares are considered common stock equivalents using the treasury stock method, and are the only such equivalents outstanding. Basic net loss and diluted net loss per share data were computed as follows (in thousands except per share data): Three Months Ended March 31, 2016 2015 Numerator: Net (loss) for basic earnings per share $ (5,254 ) $ (4,278 ) Change in fair value of warrant liability 17 — Net (loss) for diluted earnings per share $ (5,271 ) $ (4,278 ) Denominator: Weighted-average basic common shares outstanding 13,547 9,704 Assumed conversion of dilutive securities: Common stock purchase warrants — — Potentially dilutive common shares — — Denominator for diluted earnings per share – adjusted weighted-average shares 13,547 9,704 Basic net (loss) per share $ (0.39 ) $ (0.44 ) Diluted net (loss) per share $ (0.39 ) $ (0.44 ) The following table summarizes equivalent units outstanding that were excluded from the earnings per share calculation because their effects were anti-dilutive (in thousands): Three Months Ended March 31, 2016 2015 Common stock purchase warrants 4,362 1,136 Stock options 1,928 1,888 Restricted shares of common stock 98 122 6,388 3,146 |
Bank Term Note and Line of Cred
Bank Term Note and Line of Credit | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Bank Term Note and Line of Credit | Bank Term Note and Line of Credit On May 7, 2015, we entered into a debt financing facility with Silicon Valley Bank (“SVB”). The SVB credit facility provides for a $6.0 million term note (“Term Note”) and a revolving line of credit (“Line of Credit”) for an amount not to exceed the lesser of (i) $4.0 million or (ii) an amount equal to 80% of eligible accounts receivable. The Term Note requires interest-only payments through April 30, 2016 and beginning May 1, 2016, monthly principal payments of approximately $167,000 will be required plus interest through maturity on April 1, 2019 . The interest rate of the Term Note is the Wall Street Journal prime rate plus 2% , with a floor of 5.25% ( 5.50% at March 31, 2016 ) and an additional deferred interest payment of $180,000 will be due upon maturity. The Line of Credit requires monthly interest-only payments of the Wall Street Journal prime rate plus 1.5% ( 5.00% at March 31, 2016 ) and matures on May 7, 2017 . The loan agreement requires maintenance of certain financial ratios and grants SVB a first security interest in substantially all Company assets (other than our intellectual property). At March 31, 2016 the principal balance of the Term Note was $6,000,000 and the principal balance of the Line of Credit was $0 . On January 28, 2016, the Line of Credit was amended with SVB and we are no longer able to draw on the Line of Credit until we raise approximately $13 million of additional equity. The following is a summary of long-term debt (in thousands): March 31, 2016 December 31, 2015 Term Note, principal balance $ 6,000 $ 6,000 Less unamortized debt issuance costs 21 25 Term Note, net 5,979 5,975 Less current maturities 1,833 1,333 Long-term portion $ 4,146 $ 4,642 Principal maturities of the Term Note as of March 31, 2016 are as follows: 2016 (remaining nine months) - $1,333,333 ; 2017 - $2,000,000 ; 2018 - $2,000,000 ; 2019 - $666,667 . |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation We have two equity incentive plans: the 2008 Stock Option Plan (the “2008 Plan”) and the 2011 Equity Incentive Plan (the “2011 Plan”, and together with the 2008 Plan, the “Stock Option Plans”). The Stock Option Plans are meant to provide additional incentive to officers, employees and consultants to remain in our employment. Options granted are generally exercisable for up to 10 years . At March 31, 2016 , 886,151 shares remain available for future awards under the 2011 Plan and 111,455 shares remain available for future awards under the 2008 Plan. As of March 31, 2016 , no stock appreciation rights and 275,500 shares of restricted stock have been awarded under the Stock Option Plans. A summary of employee and non-employee stock option activity for the three months ended March 31, 2016 is as follows: Options Outstanding Weighted- Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) Number of Shares Weighted- Average Exercise Price Outstanding January 1, 2016 1,961 $ 10.55 7.68 $ — Canceled or expired (33 ) 9.91 Outstanding March 31, 2016 1,928 $ 10.56 7.38 $ — Exercisable March 31, 2016 1,081 $ 10.34 6.52 $ — Aggregate intrinsic value represents the difference between the estimated fair value of our common stock and the exercise price of outstanding, in-the-money options. As of March 31, 2016 , total unrecognized compensation cost related to non-vested stock options granted to employees was $4,165,630 which we expect to recognize over the next 2.85 years. As of March 31, 2016 , total unrecognized compensation cost related to non-vested stock options granted to non-employees was $112,875 which we expect to recognize over the next 1.76 years. The estimate of unrecognized non-employee compensation is based on the fair value of the non-vested options as of March 31, 2016 . The fair value of options granted to employees is estimated on the grant date using the Black-Scholes option valuation model. This valuation model requires us to make assumptions and judgments about the variables used in the calculation, including the expected term (the period of time that the options granted are expected to be outstanding), the volatility of our common stock, a risk-free interest rate, and expected dividends. To the extent actual forfeitures differ from the estimates, the difference will be recorded as a cumulative adjustment in the period estimates are revised. No compensation cost is recorded for options that do not vest. We use the simplified calculation of expected life described in the SEC’s Staff Accounting Bulletin No. 107, Share-Based Payment , and volatility is based on an average of the historical volatilities of the common stock of three entities with characteristics similar to those of the Company. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods corresponding with the expected life of the option. We use an expected dividend yield of zero, as we do not anticipate paying any dividends in the foreseeable future. Expected forfeitures are assumed to be zero due to the small number of plan participants and the plan design which has monthly vesting after an initial cliff vesting period. The following table presents the weighted-average assumptions used to estimate the fair value of options granted to employees during the periods presented: Three Months Ended March 31, 2015 Volatility 68.98% Risk free interest rate 1.70% Dividend yield 0.00% Term (years) 6.31 Weighted-average fair value of options granted during the period 5.83 In May 2014, we issued 200,000 options to our Director, Raju Chaganti, with an exercise price of $15.89 . See Note 9 for additional information. The following table presents the weighted-average assumptions used to estimate the fair value of options reaching their measurement date for non-employees during the periods presented: Three Months Ended March 31, 2016 2015 Volatility 75.92 % 70.50% Risk free interest rate 1.56 % 1.88% Dividend yield 0.00 % 0.00% Term (years) 8.14 9.09 Restricted stock awards have been granted to employees, directors and consultants as compensation for services. At March 31, 2016 , there was $629,524 of unrecognized compensation cost related to non-vested restricted stock granted to employees; we expect to recognize the cost over 2.29 years. The following table summarizes the activities for our non-vested restricted stock awards for the three months ended March 31, 2016 : Non-vested Restricted Stock Awards Number of Weighted-Average Grant Date Fair Value Non-vested at January 1, 2016 121 $ 8.25 Vested (23 ) 10.18 Non-vested at March 31, 2016 98 $ 7.80 The following table presents the effects of stock-based compensation related to stock option and restricted stock awards to employees and non-employees on our Statement of Operations during the periods presented (in thousands): Three Months Ended March 31, 2016 2015 Cost of revenues $ 69 $ 49 Research and development 50 95 General and administrative 387 521 Sales and marketing 28 31 Total stock-based compensation $ 534 $ 696 |
Warrants
Warrants | 3 Months Ended |
Mar. 31, 2016 | |
Equity [Abstract] | |
Warrants | Warrants We have issued certain warrants which contain an exercise price adjustment feature in the event we issue additional equity instruments at a price lower than the exercise price of the warrant. The warrants are described herein as derivative warrants. As of March 31, 2016 all derivative warrants have either expired or have been exercised. The following table summarizes the warrant activity for the three months ended March 31, 2016 (in thousands, except exercise price): Issued With / For Exercise Warrants 2016 Warrants Expired Warrants Outstanding March 31, 2016 Non-Derivative Warrants: Financing $ 10.00 243 — 243 Financing 15.00 436 — 436 Debt guarantee 15.00 233 — 233 Consulting 10.00 10 (10 ) — 2015 Offering 5.00 3,450 — 3,450 Total non-derivative warrants $ 6.81 B 4,372 (10 ) 4,362 Derivative Warrants: Financing 4.00 A 60 (60 ) — Total derivative warrants — B 60 (60 ) — Total $ 6.81 B 4,432 (70 ) 4,362 A These warrants were subject to fair value accounting and contained an exercise price adjustment feature. B Weighted-average exercise prices are as of March 31, 2016 . |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. The Fair Value Measurements and Disclosures Topic of the FASB Accounting Standards Codification requires the use of valuation techniques that are consistent with the market approach, the income approach and/or the cost approach. Inputs to valuation techniques refer to the assumptions that market participants would use in pricing the asset or liability. Inputs may be observable, meaning those that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from independent sources, or unobservable, meaning those that reflect our own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. In that regard, the Topic establishes a fair value hierarchy for valuation inputs that give the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The fair value hierarchy is as follows: Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets that we have the ability to access as of the measurement date. Level 2: Significant other observable inputs other than Level 1 prices 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. Level 3: Significant unobservable inputs that reflect our own assumptions about the assumptions that market participants would use in pricing an asset or liability. The following table summarizes the financial liabilities measured at fair value on a recurring basis segregated by the level of valuation inputs within the fair value hierarchy utilized to measure fair value (in thousands): March 31, 2016 Total Quoted Prices in Significant Other Significant Notes payable $ 232 $ — $ — $ 232 December 31, 2015 Total Quoted Prices in Significant Other Significant Warrant liability $ 17 $ — $ — $ 17 Notes payable 266 — — 266 $ 283 $ — $ — $ 283 The ultimate payment to VenturEast will be the value of 84,278 shares of common stock at the time of payment. The value of the note payable to VenturEast was determined using the fair value of our common stock less a discount for credit risk. During the three months ended March 31, 2016 , we recognized a gain of approximately $34,000 due to the change in value of the note. During the three months ended March 31, 2016 , we recognized a gain of approximately $17,000 due to the expiration of all remaining warrants underlying the warrant liability. Realized and unrealized gains and losses related to the change in fair value of the VenturEast note and warrant liability are included in other income (expense) on the Consolidated Statement of Operations. The following table summarizes the activity of the notes payable to VenturEast and the warrant liability, which were measured at fair value using Level 3 inputs (in thousands): Note Payable Warrant to VenturEast Liability Fair value at December 31, 2015 $ 266 $ 17 Change in fair value (34 ) (17 ) Fair value at March 31, 2016 $ 232 $ — |
Joint Venture Agreement
Joint Venture Agreement | 3 Months Ended |
Mar. 31, 2016 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Joint Venture Agreement | Joint Venture Agreement In November 2011 , we entered into an affiliation agreement with the Mayo Foundation for Medical Education and Research (“Mayo”), subsequently amended. Under the agreement, we formed a joint venture with Mayo in May 2013 to focus on developing oncology diagnostic services and tests utilizing next generation sequencing. The joint venture is a limited liability company, with each party initially holding fifty percent of the issued and outstanding membership interests of the new entity (the “JV”). In exchange for our membership interest in the JV, we made an initial capital contribution of $1.0 million in October 2013. In addition, we issued 10,000 shares of our common stock to Mayo pursuant to our affiliation agreement and recorded an expense of approximately $175,000 . We also recorded additional expense of approximately $231,000 during the fourth quarter of 2013 related to shares issued to Mayo in November 2011 as the JV achieved certain performance milestones. In the third quarter of 2014, we made an additional $1.0 million capital contribution. The agreement also requires aggregate total capital contributions by us of up to an additional $4.0 million . We currently anticipate that we will make capital contributions of $1.0 million later in 2016. The timing of the remaining installments is subject to the JV's achievement of certain operational milestones agreed upon by the board of governors of the JV. In exchange for its membership interest, Mayo’s capital contribution takes the form of cash, staff, services, hardware and software resources, laboratory space and instrumentation, the fair market value of which will be approximately equal to $6.0 million . Mayo’s continued contribution will also be conditioned upon the JV’s achievement of certain milestones. Our share of the JV’s net loss was approximately $ 12,000 and $ 207,000 for the three months ended March 31, 2016 and 2015 , respectively, and is included in research and development expense on the Consolidated Statement of Operations. We have a net receivable due from the JV of approximately $10,000 at March 31, 2016 , which is included in other current assets in the Consolidated Balance Sheets. The joint venture is considered a variable interest entity under ASC 810-10, but we are not the primary beneficiary as we do not have the power to direct the activities of the JV that most significantly impact its performance. Our evaluation of ability to impact performance is based on our equal board membership and voting rights and day-to-day management functions which are performed by the Mayo personnel. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions John Pappajohn, our Chairman of the Board of Directors and stockholder, has 232,312 warrants outstanding at $15.00 per share at March 31, 2016 , granted in consideration for personally guaranteeing our revolving line of credit through March 31, 2014. Mr. Pappajohn also loaned money to us prior to our IPO and was granted warrants in consideration. At March 31, 2016 , Mr. Pappajohn retained 436,079 of these warrants at $15.00 per share. In January 2014, the Board of Directors appointed Mr. Pappajohn to serve as the Chairman of the Board. As compensation for serving as Chairman of the Board, the Company pays Mr. Pappajohn $100,000 per year and granted to Mr. Pappajohn 25,000 restricted shares of the Company’s common stock and options to purchase an aggregate of 100,000 shares of the Company's common stock. In April 2014, we entered into a consulting agreement with Equity Dynamics, Inc. (“EDI”), an entity controlled by Mr. Pappajohn, pursuant to which EDI received a monthly fee of $10,000 . Total expenses for the three months ended March 31, 2016 and 2015 were $30,000 . As of March 31, 2016 , we owed EDI $0 . In 2010, we entered into a three -year consulting agreement with Dr. Chaganti, which was subsequently renewed through December 31, 2016 pursuant to which Dr. Chaganti receives $5,000 per month for providing consulting and technical support services. Pursuant to the terms of the renewed consulting agreement, Dr. Chaganti received an option to purchase 200,000 shares of our common stock at a purchase price of $15.89 per share vesting over a period of four years. Total non-cash stock-based compensation recognized under the consulting agreement for each of the three months ended March 31, 2016 and 2015 was $16,125 and $62,500 , respectively. Also pursuant to the consulting agreement, Dr. Chaganti assigned to us all rights to any inventions which he may invent during the course of rendering consulting services to us. In exchange for this assignment, if the USPTO issues a patent for an invention on which Dr. Chaganti is listed as an inventor, we are required to pay Dr. Chaganti (i) a one-time payment of $50,000 and (ii) 1% of any net revenues we receive from any licensed sales of the invention. In the first quarter of 2016, we paid Dr. Chaganti $50,000 which was recognized as an expense in fiscal 2015 when one patent was issued. |
Contingencies
Contingencies | 3 Months Ended |
Mar. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies | Contingencies In the normal course of business, the Company may become involved in various claims and legal proceedings. In the opinion of management, the ultimate liability or disposition thereof is not expected to have a material adverse effect on our financial condition, results of operations, or liquidity. |
Organization, Description of 16
Organization, Description of Business, Basis of Presentation, Acquisitions and Recent Accounting Pronouncements (Policies) | 3 Months Ended |
Mar. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | The accompanying unaudited condensed financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions for interim reporting as prescribed by the Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary to make the financial statements not misleading have been included. As such, the information included in this quarterly report on Form 10-Q should be read in conjunction with the audited consolidated financial statements as of and for the year ended December 31, 2015 , filed with the Securities and Exchange Commission on March 10, 2016. The consolidated balance sheet as of December 31, 2015 , included herein was derived from the audited financial statements as of that date, but does not include all disclosures including notes required by GAAP. Interim financial results are not necessarily indicative of the results that may be expected for any future interim period or for the year ending December 31, 2016 . |
Recent Accounting Pronouncements | In March 2016, the FASB issued ASU 2016-09 “Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. ” This standard requires the recognition of the income tax effects of awards in the income statement when the awards vest or are settled, thus eliminating additional paid in capital pools. The guidance also allows for the employer to repurchase more of an employee’s shares for tax withholding purposes without triggering liability accounting. In addition, the guidance allows for a policy election to account for forfeitures as they occur rather than on an estimated basis. The guidance is effective in 2017 with early adoption permitted. The Company is currently evaluating the impact of this guidance on its consolidated financial statements and the timing of adoption. |
Organization, Description of 17
Organization, Description of Business, Basis of Presentation, Acquisitions and Recent Accounting Pronouncements (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Response Genetics, Inc. | |
Business Acquisition [Line Items] | |
Schedule of Pro Forma Information | The following table provides certain pro forma financial information for the Company as if the acquisition of Response Genetics discussed above occurred on January 1, 2015 (in thousands except per share amounts): Three Months Ended March 31, 2015 Revenue $ 8,161 Net loss (7,919 ) Basic net loss per share $ (0.75 ) Diluted net loss per share (0.75 ) |
Revenue and Accounts Receivab18
Revenue and Accounts Receivable (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Receivables [Abstract] | |
Schedule of Revenue by Service Type | Revenue by service type for the three months ended March 31, 2016 and 2015 is comprised of the following (in thousands): Three Months Ended March 31, 2016 2015 Biopharma Services $ 3,350 $ 3,331 Clinical Services 2,456 873 Discovery Services 262 166 $ 6,068 $ 4,370 |
Schedule of Accounts Receivable by Service Type | Accounts receivable by service type at March 31, 2016 and December 31, 2015 consists of the following (in thousands): March 31, December 31, Biopharma Services $ 3,334 $ 3,238 Clinical Services 5,432 3,733 Discovery Services 347 314 Allowance for doubtful accounts (664 ) (664 ) $ 8,449 $ 6,621 Allowance for Doubtful Accounts (in thousands) Balance, December 31, 2015 $ 664 Additions to allowance for doubtful accounts — Balance, March 31, 2016 $ 664 |
Schedule of Clinical Services Revenue (As a Percent of Total Revenue) | The breakdown of our Clinical Services revenue (as a percent of total revenue) is as follows: Three Months Ended March 31, 2016 2015 Medicare 15% 6% Other insurers 21% 7% Other healthcare facilities 4% 7% 40% 20% |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
Schedule of Basic Net Loss and Diluted Net Loss Per Share | Basic net loss and diluted net loss per share data were computed as follows (in thousands except per share data): Three Months Ended March 31, 2016 2015 Numerator: Net (loss) for basic earnings per share $ (5,254 ) $ (4,278 ) Change in fair value of warrant liability 17 — Net (loss) for diluted earnings per share $ (5,271 ) $ (4,278 ) Denominator: Weighted-average basic common shares outstanding 13,547 9,704 Assumed conversion of dilutive securities: Common stock purchase warrants — — Potentially dilutive common shares — — Denominator for diluted earnings per share – adjusted weighted-average shares 13,547 9,704 Basic net (loss) per share $ (0.39 ) $ (0.44 ) Diluted net (loss) per share $ (0.39 ) $ (0.44 ) |
Summary of Anti-Dilutive Equivalent Units Outstanding Excluded From Earnings Per Share Calculation | The following table summarizes equivalent units outstanding that were excluded from the earnings per share calculation because their effects were anti-dilutive (in thousands): Three Months Ended March 31, 2016 2015 Common stock purchase warrants 4,362 1,136 Stock options 1,928 1,888 Restricted shares of common stock 98 122 6,388 3,146 |
Bank Term Note and Line of Cr20
Bank Term Note and Line of Credit (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Debt | The following is a summary of long-term debt (in thousands): March 31, 2016 December 31, 2015 Term Note, principal balance $ 6,000 $ 6,000 Less unamortized debt issuance costs 21 25 Term Note, net 5,979 5,975 Less current maturities 1,833 1,333 Long-term portion $ 4,146 $ 4,642 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of Employee and Nonemployee Stock Option Activity | A summary of employee and non-employee stock option activity for the three months ended March 31, 2016 is as follows: Options Outstanding Weighted- Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) Number of Shares Weighted- Average Exercise Price Outstanding January 1, 2016 1,961 $ 10.55 7.68 $ — Canceled or expired (33 ) 9.91 Outstanding March 31, 2016 1,928 $ 10.56 7.38 $ — Exercisable March 31, 2016 1,081 $ 10.34 6.52 $ — |
Weighted-Average Assumptions Used to Estimate Fair Value of Options Granted | The following table presents the weighted-average assumptions used to estimate the fair value of options reaching their measurement date for non-employees during the periods presented: Three Months Ended March 31, 2016 2015 Volatility 75.92 % 70.50% Risk free interest rate 1.56 % 1.88% Dividend yield 0.00 % 0.00% Term (years) 8.14 9.09 The following table presents the weighted-average assumptions used to estimate the fair value of options granted to employees during the periods presented: Three Months Ended March 31, 2015 Volatility 68.98% Risk free interest rate 1.70% Dividend yield 0.00% Term (years) 6.31 Weighted-average fair value of options granted during the period 5.83 |
Nonvested Restricted Stock Shares Activity | The following table summarizes the activities for our non-vested restricted stock awards for the three months ended March 31, 2016 : Non-vested Restricted Stock Awards Number of Weighted-Average Grant Date Fair Value Non-vested at January 1, 2016 121 $ 8.25 Vested (23 ) 10.18 Non-vested at March 31, 2016 98 $ 7.80 |
Effects of Stock-Based Compensation Related to Awards | The following table presents the effects of stock-based compensation related to stock option and restricted stock awards to employees and non-employees on our Statement of Operations during the periods presented (in thousands): Three Months Ended March 31, 2016 2015 Cost of revenues $ 69 $ 49 Research and development 50 95 General and administrative 387 521 Sales and marketing 28 31 Total stock-based compensation $ 534 $ 696 |
Warrants (Tables)
Warrants (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Equity [Abstract] | |
Summary of Warrant Activity | The following table summarizes the warrant activity for the three months ended March 31, 2016 (in thousands, except exercise price): Issued With / For Exercise Warrants 2016 Warrants Expired Warrants Outstanding March 31, 2016 Non-Derivative Warrants: Financing $ 10.00 243 — 243 Financing 15.00 436 — 436 Debt guarantee 15.00 233 — 233 Consulting 10.00 10 (10 ) — 2015 Offering 5.00 3,450 — 3,450 Total non-derivative warrants $ 6.81 B 4,372 (10 ) 4,362 Derivative Warrants: Financing 4.00 A 60 (60 ) — Total derivative warrants — B 60 (60 ) — Total $ 6.81 B 4,432 (70 ) 4,362 A These warrants were subject to fair value accounting and contained an exercise price adjustment feature. B Weighted-average exercise prices are as of March 31, 2016 . |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Summary of Financial Liabilities Measured at Fair Value on Recurring Basis | The following table summarizes the financial liabilities measured at fair value on a recurring basis segregated by the level of valuation inputs within the fair value hierarchy utilized to measure fair value (in thousands): March 31, 2016 Total Quoted Prices in Significant Other Significant Notes payable $ 232 $ — $ — $ 232 December 31, 2015 Total Quoted Prices in Significant Other Significant Warrant liability $ 17 $ — $ — $ 17 Notes payable 266 — — 266 $ 283 $ — $ — $ 283 |
Schedule of Fair Value Notes Payable of Business Acquisition and Warrant Liability | The following table summarizes the activity of the notes payable to VenturEast and the warrant liability, which were measured at fair value using Level 3 inputs (in thousands): Note Payable Warrant to VenturEast Liability Fair value at December 31, 2015 $ 266 $ 17 Change in fair value (34 ) (17 ) Fair value at March 31, 2016 $ 232 $ — |
Organization, Description of 24
Organization, Description of Business, Basis of Presentation, Acquisitions and Recent Accounting Pronouncements - Additional Information (Detail) - USD ($) $ in Thousands | Oct. 09, 2015 | Mar. 31, 2016 | Mar. 31, 2015 |
Business Acquisition [Line Items] | |||
Revenue | $ 6,068 | $ 4,370 | |
Response Genetics, Inc. | |||
Business Acquisition [Line Items] | |||
Consideration transferred | $ 12,900 | ||
Consideration transferred, amount paid in cash | $ 7,500 | ||
Consideration transferred, common stock paid (in shares) | 788,584 | ||
Consideration transferred, common stock value | $ 5,400 | ||
Response Genetics, Inc. | |||
Business Acquisition [Line Items] | |||
Revenue | $ 2,163 |
Organization, Description of 25
Organization, Description of Business, Basis of Presentation, Acquisitions and Recent Accounting Pronouncements - Pro Forma (Details) - Response Genetics, Inc. $ / shares in Units, $ in Thousands | 3 Months Ended |
Mar. 31, 2015USD ($)$ / shares | |
Pro Forma Financial Information | |
Revenue | $ | $ 8,161 |
Net loss | $ | $ (7,919) |
Basic net loss per share (usd per share) | $ / shares | $ (0.75) |
Dilutive net loss per share (usd per share) | $ / shares | $ (0.75) |
Revenue and Accounts Receivab26
Revenue and Accounts Receivable - Schedule of Revenue by Service Type (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Health Care Organization, Receivable and Revenue Disclosures [Line Items] | ||
Revenue | $ 6,068 | $ 4,370 |
Biopharma Services | ||
Health Care Organization, Receivable and Revenue Disclosures [Line Items] | ||
Revenue | 3,350 | 3,331 |
Clinical Services | ||
Health Care Organization, Receivable and Revenue Disclosures [Line Items] | ||
Revenue | 2,456 | 873 |
Discovery Services | ||
Health Care Organization, Receivable and Revenue Disclosures [Line Items] | ||
Revenue | $ 262 | $ 166 |
Revenue and Accounts Receivab27
Revenue and Accounts Receivable - Schedule of Accounts Receivable by Service Type (Detail) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Allowance for doubtful accounts | $ (664) | $ (664) |
Accounts receivable, net | 8,449 | 6,621 |
Biopharma Services | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, gross | 3,334 | 3,238 |
Clinical Services | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, gross | 5,432 | 3,733 |
Discovery Services | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, gross | $ 347 | $ 314 |
Revenue and Accounts Receivab28
Revenue and Accounts Receivable - Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Allowance for Doubtful Accounts Receivable [Roll Forward] | ||
Balance, December 31, 2015 | $ 664 | |
Additions to allowance for doubtful accounts | 0 | $ 221 |
Balance, March 31, 2016 | $ 664 |
Revenue and Accounts Receivab29
Revenue and Accounts Receivable - Schedule of Clinical Services Revenue (Details) - Payor - Sales Revenue, Net [Member] | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Product Information [Line Items] | ||
Percentage of revenue | 40.00% | 20.00% |
Medicare | ||
Product Information [Line Items] | ||
Percentage of revenue | 15.00% | 6.00% |
Other insurers | ||
Product Information [Line Items] | ||
Percentage of revenue | 21.00% | 7.00% |
Other healthcare facilities | ||
Product Information [Line Items] | ||
Percentage of revenue | 4.00% | 7.00% |
Revenue and Accounts Receivab30
Revenue and Accounts Receivable - Additional Information (Detail) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016USD ($)company | Mar. 31, 2015USD ($)company | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Revenue | $ 6,068 | $ 4,370 |
Number of companies that accounted for approximately 10% or more of revenue | company | 2 | 2 |
Payor | Testing Volume | Clinical Testing | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Percentage of benchmark | 35.00% | 72.00% |
Payor | Testing Volume | Community Hospitals | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Percentage of benchmark | 8.00% | 24.00% |
Payor | Sales | Customer One | 10% or More Clinical Revenue | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Percentage of benchmark | 11.00% | 29.00% |
Payor | Sales | Customer Two | 10% or More Clinical Revenue | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Percentage of benchmark | 10.00% | 22.00% |
Biopharma Services | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Revenue | $ 3,350 | $ 3,331 |
Biopharma Services | Response Genetics, Inc. | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Revenue | 459 | |
Clinical Services | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Revenue | 2,456 | $ 873 |
Clinical Services | Response Genetics, Inc. | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Revenue | $ 1,704 |
Earnings Per Share - Summary of
Earnings Per Share - Summary of Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Earnings Per Share [Abstract] | ||
Net (loss) for basic earnings per share | $ (5,254) | $ (4,278) |
Change in fair value of warrant liability | 17 | 0 |
Net (loss) for diluted earnings per share | $ (5,271) | $ (4,278) |
Weighted-average basic common shares outstanding (in shares) | 13,547 | 9,704 |
Common stock purchase warrants (in shares) | 0 | 0 |
Potentially dilutive common shares (in shares) | 0 | 0 |
Denominator for diluted earnings per share – adjusted weighted-average shares (in shares) | 13,547 | 9,704 |
Basic net (loss) per share (usd per share) | $ (0.39) | $ (0.44) |
Diluted net (loss) per share (usd per share) | $ (0.39) | $ (0.44) |
Earnings Per Share - Summary 32
Earnings Per Share - Summary of Anti-Dilutive Equivalent Units Outstanding Excluded From Calculation of Earnings Per Share (Detail) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Securities excluded from calculation (in shares) | 6,388 | 3,146 |
Common stock purchase warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Securities excluded from calculation (in shares) | 4,362 | 1,136 |
Stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Securities excluded from calculation (in shares) | 1,928 | 1,888 |
Restricted shares of common stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Securities excluded from calculation (in shares) | 98 | 122 |
Bank Term Note and Line of Cr33
Bank Term Note and Line of Credit - Additional Information (Details) - USD ($) | Jan. 28, 2016 | May. 07, 2015 | Mar. 31, 2016 | Dec. 31, 2015 |
Secured Debt | ||||
Debt Instrument [Line Items] | ||||
Term Note, principal balance | $ 6,000,000 | |||
Periodic principal payment | $ 167,000 | |||
Stated interest rate, minimum | 5.25% | |||
Effective interest rate | 5.50% | |||
Deferred interest due upon maturity | $ 180,000 | |||
Term Note, principal balance | $ 6,000,000 | $ 6,000,000 | $ 6,000,000 | |
Maturities of Long-term Debt [Abstract] | ||||
2,016 | 1,333,333 | |||
2,017 | 2,000,000 | |||
2,018 | 2,000,000 | |||
2,019 | $ 666,667 | |||
Secured Debt | Prime Rate | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 2.00% | |||
Line of Credit | ||||
Debt Instrument [Line Items] | ||||
Line of credit, maximum borrowing capacity (not to exceed) | $ 4,000,000 | |||
Line of credit, maximum borrowing capacity, percent of accounts receivable | 80.00% | |||
Effective interest rate | 5.00% | |||
Line of credit, principal balance | $ 0 | |||
Additional equity required to draw on line of credit | $ 13,000,000 | |||
Line of Credit | Prime Rate | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 1.50% |
Bank Term Note and Line of Cr34
Bank Term Note and Line of Credit - Schedule of Long-Term Debt (Details) - Secured Debt - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 | May. 07, 2015 |
Debt Instrument [Line Items] | |||
Term Note, principal balance | $ 6,000 | $ 6,000 | $ 6,000 |
Less unamortized debt issuance costs | 21 | 25 | |
Term Note, net | 5,979 | 5,975 | |
Less current maturities | 1,833 | 1,333 | |
Long-term portion | $ 4,146 | $ 4,642 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) | 1 Months Ended | 3 Months Ended |
May. 31, 2014$ / sharesshares | Mar. 31, 2016USD ($)stock_planshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of equity incentive plans | stock_plan | 2 | |
Options granted maximum exercisable period | 10 years | |
Stock appreciation rights | 0 | |
Restricted stock awarded | 275,500 | |
Employees | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unrecognized compensation cost related to non-vested stock options granted | $ | $ 4,165,630 | |
Unrecognized compensation cost related to non-vested stock options granted expect to recognize, period (in years) | 2 years 10 months 6 days | |
Non-Employee | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unrecognized compensation cost related to non-vested stock options granted | $ | $ 112,875 | |
Unrecognized compensation cost related to non-vested stock options granted expect to recognize, period (in years) | 1 year 9 months 4 days | |
Director | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Issuance of shares under stock options issued | 200,000 | |
Exercise price of options exchanged | $ / shares | $ 15.89 | |
2011 Equity Incentive Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares available for future awards | 886,151 | |
2008 Stock Option Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares available for future awards | 111,455 | |
Restricted shares of common stock | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unrecognized compensation cost related to non-vested stock options granted expect to recognize, period (in years) | 2 years 3 months 15 days | |
Unrecognized compensation cost | $ | $ 629,524 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Employee and Nonemployee Stock Option Activity (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
Options Outstanding, Number of Shares Outstanding | ||
Outstanding, beginning balance (in shares) | 1,961,000 | |
Canceled or expired (in shares) | (33,000) | |
Outstanding, ending balance (in shares) | 1,928,000 | 1,961,000 |
Exercisable | 1,081,000 | |
Options Outstanding, Weighted-Average Exercise Price | ||
Outstanding, beginning balance (in dollars per share) | $ 10.55 | |
Cancelled or expired (in dollars per share) | 9.91 | |
Outstanding, ending balance (in dollars per share) | 10.56 | $ 10.55 |
Exercisable (in dollars per share) | $ 10.34 | |
Weighted-Average Remaining Contractual Term (in years) | ||
Outstanding | 7 years 4 months 17 days | 7 years 8 months 5 days |
Exercisable | 6 years 6 months 7 days | |
Aggregate Intrinsic Value | ||
Outstanding, beginning balance | $ 0 | |
Outstanding, ending balance | 0 | $ 0 |
Exercisable | $ 0 |
Stock-Based Compensation - Weig
Stock-Based Compensation - Weighted-Average Assumptions Used to Estimate Fair Value of Options Granted (Detail) - $ / shares | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Stock options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Volatility | 68.98% | |
Risk free interest rate | 1.70% | |
Dividend yield | 0.00% | |
Term (years) | 6 years 3 months 22 days | |
Weighted-average fair value of options granted during the period | $ 5.83 | |
Non-Employee | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Volatility | 75.92% | 70.50% |
Risk free interest rate | 1.56% | 1.88% |
Dividend yield | 0.00% | 0.00% |
Term (years) | 8 years 1 month 21 days | 9 years 1 month 2 days |
Stock-Based Compensation - Rest
Stock-Based Compensation - Restricted Stock Award Activity (Details) - Restricted shares of common stock | 3 Months Ended |
Mar. 31, 2016$ / sharesshares | |
Number of Shares (in shares): | |
Non-vested, beginning balance (in shares) | shares | 121,000 |
Vested (in shares) | shares | (23,000) |
Non-vested, ending balance (in shares) | shares | 98,000 |
Weighted-Average Grant Date Fair Value (in dollars per share): | |
Non-vested, beginning balance (in dollars per share) | $ / shares | $ 8.25 |
Vested (in dollars per share) | $ / shares | 10.18 |
Non-vested, ending balance (in dollars per share) | $ / shares | $ 7.80 |
Stock-Based Compensation - Effe
Stock-Based Compensation - Effects of Stock-Based Compensation Related to Stock Option Awards (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||
Total stock-based compensation | $ 534 | $ 696 |
Cost of Revenues | ||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||
Total stock-based compensation | 69 | 49 |
Research and Development | ||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||
Total stock-based compensation | 50 | 95 |
General and Administrative | ||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||
Total stock-based compensation | 387 | 521 |
Sales and Marketing | ||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||
Total stock-based compensation | $ 28 | $ 31 |
Warrants - Summary of Warrant A
Warrants - Summary of Warrant Activity (Detail) shares in Thousands | 3 Months Ended |
Mar. 31, 2016$ / sharesshares | |
Class of Warrant or Right [Line Items] | |
Warrants, Exercise Price (usd per share) | $ / shares | $ 6.81 |
Class of Warrants Outstanding [Roll Forward] | |
Warrants outstanding, beginning balance (in shares) | 4,432 |
Warrants expired (in shares) | (70) |
Warrants outstanding, ending balance (in shares) | 4,362 |
Warrant Issued With | Warrants Other Warrants | |
Class of Warrant or Right [Line Items] | |
Warrants, Exercise Price (usd per share) | $ / shares | $ 6.81 |
Class of Warrants Outstanding [Roll Forward] | |
Warrants outstanding, beginning balance (in shares) | 4,372 |
Warrants expired (in shares) | (10) |
Warrants outstanding, ending balance (in shares) | 4,362 |
Warrant Issued For | Warrant Derivative | |
Class of Warrant or Right [Line Items] | |
Warrants, Exercise Price (usd per share) | $ / shares | $ 0 |
Class of Warrants Outstanding [Roll Forward] | |
Warrants outstanding, beginning balance (in shares) | 60 |
Warrants expired (in shares) | (60) |
Warrants outstanding, ending balance (in shares) | 0 |
Debt guarantee | Warrant Issued With | Warrants Other Warrants | |
Class of Warrant or Right [Line Items] | |
Warrants, Exercise Price (usd per share) | $ / shares | $ 15 |
Class of Warrants Outstanding [Roll Forward] | |
Warrants outstanding, beginning balance (in shares) | 233 |
Warrants expired (in shares) | 0 |
Warrants outstanding, ending balance (in shares) | 233 |
Financing | Warrant Issued With | Warrants Other Warrants | |
Class of Warrant or Right [Line Items] | |
Warrants, Exercise Price (usd per share) | $ / shares | $ 10 |
Class of Warrants Outstanding [Roll Forward] | |
Warrants outstanding, beginning balance (in shares) | 243 |
Warrants expired (in shares) | 0 |
Warrants outstanding, ending balance (in shares) | 243 |
Financing | Warrant Issued With | Warrants Other Warrants | |
Class of Warrant or Right [Line Items] | |
Warrants, Exercise Price (usd per share) | $ / shares | $ 15 |
Class of Warrants Outstanding [Roll Forward] | |
Warrants outstanding, beginning balance (in shares) | 436 |
Warrants expired (in shares) | 0 |
Warrants outstanding, ending balance (in shares) | 436 |
Consulting | Warrant Issued With | Warrants Other Warrants | |
Class of Warrant or Right [Line Items] | |
Warrants, Exercise Price (usd per share) | $ / shares | $ 10 |
Class of Warrants Outstanding [Roll Forward] | |
Warrants outstanding, beginning balance (in shares) | 10 |
Warrants expired (in shares) | (10) |
Warrants outstanding, ending balance (in shares) | 0 |
Financing | Warrant Issued For | Warrant Derivative | |
Class of Warrant or Right [Line Items] | |
Warrants, Exercise Price (usd per share) | $ / shares | $ 4 |
Class of Warrants Outstanding [Roll Forward] | |
Warrants outstanding, beginning balance (in shares) | 60 |
Warrants expired (in shares) | (60) |
Warrants outstanding, ending balance (in shares) | 0 |
2015 Offering | Warrant Issued With | Warrants Other Warrants | |
Class of Warrant or Right [Line Items] | |
Warrants, Exercise Price (usd per share) | $ / shares | $ 5 |
Class of Warrants Outstanding [Roll Forward] | |
Warrants outstanding, beginning balance (in shares) | 3,450 |
Warrants expired (in shares) | 0 |
Warrants outstanding, ending balance (in shares) | 3,450 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Financial Liabilities Measured at Fair Value on Recurring Basis (Detail) - Fair value measurements, recurring - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | $ 17 | |
Notes payable | $ 232 | 266 |
Total liabilities fair value | 283 | |
Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | 0 | |
Notes payable | 0 | 0 |
Total liabilities fair value | 0 | |
Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | 0 | |
Notes payable | 0 | 0 |
Total liabilities fair value | 0 | |
Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | 17 | |
Notes payable | $ 232 | 266 |
Total liabilities fair value | $ 283 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Gain due to change in value of note payable | $ (34) | $ 90 |
Gain due to expiration of warrant liability | 17 | (15) |
BioServe | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Gain due to change in value of note payable | $ (34) | $ 90 |
VenturEast [Member] | BioServe | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Number of shares associated with notes payable | 84,278 | |
Gain due to change in value of note payable | $ 34 |
Fair Value Measurements - Sum43
Fair Value Measurements - Summary of Fair Value of Notes Payable (Details) - Significant Unobservable Inputs (Level 3) - Fair value measurements, recurring $ in Thousands | 3 Months Ended |
Mar. 31, 2016USD ($) | |
BioServe | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning balance | $ 266 |
Change in fair value | (34) |
Ending balance | 232 |
Warrant liability | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning balance | 17 |
Change in fair value | (17) |
Ending balance | $ 0 |
Joint Venture Agreement - Addit
Joint Venture Agreement - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||
Oct. 31, 2013 | Mar. 31, 2016 | Mar. 31, 2015 | Sep. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2016 | Dec. 31, 2015 | May. 31, 2013 | |
Schedule of Equity Method Investments [Line Items] | ||||||||
Common stock, shares issued (in shares) | 10,000 | 13,652,000 | 13,652,000 | |||||
Additional expense related to shares issued | $ 175,000 | $ 231,000 | ||||||
Joint venture net loss | $ 12,000 | $ 207,000 | ||||||
Joint Venture Agreement | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Percentage of outstanding membership interests in joint venture | 50.00% | |||||||
Investment in joint venture | $ 1,000,000 | $ 1,000,000 | ||||||
Fair value of capital contribution in joint venture | 6,000,000 | |||||||
Joint Venture Agreement | Maximum | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Investment in joint venture | 4,000,000 | |||||||
Joint Venture Agreement | Scenario, Forecast | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Investment in joint venture | $ 1,000,000 | |||||||
Research and Development | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Joint venture net loss | 12,000 | $ 207,000 | ||||||
Equity Method Investee | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Due from related parties, current | $ 10,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) | Jan. 31, 2014USD ($)shares | Sep. 15, 2010 | Apr. 30, 2014USD ($) | Mar. 31, 2016USD ($)$ / sharesshares | Mar. 31, 2015USD ($) | Dec. 31, 2015USD ($)patentshares | Dec. 31, 2010USD ($) |
Related Party Transaction [Line Items] | |||||||
Warrants outstanding | shares | 4,362,000 | 4,432,000 | |||||
Consulting agreement period | 3 years | ||||||
John Pappajohn | |||||||
Related Party Transaction [Line Items] | |||||||
Warrants outstanding | shares | 436,079 | ||||||
Warrants outstanding per share (usd per share) | $ / shares | $ 15 | ||||||
John Pappajohn | Financial Guarantee | |||||||
Related Party Transaction [Line Items] | |||||||
Warrants outstanding | shares | 232,312 | ||||||
Warrants outstanding per share (usd per share) | $ / shares | $ 15 | ||||||
Chairman of the Board | |||||||
Related Party Transaction [Line Items] | |||||||
Compensation for serving as chairman of the board | $ 100,000 | ||||||
Shares granted (in shares) | shares | 100,000 | ||||||
Equity Dynamics, Inc. | |||||||
Related Party Transaction [Line Items] | |||||||
Agreement with related party, fee | $ 10,000 | ||||||
Agreement with related party, consulting fee | $ 30,000 | $ 30,000 | |||||
Due to related party | $ 0 | ||||||
Dr. Chaganti | |||||||
Related Party Transaction [Line Items] | |||||||
Shares granted (in shares) | shares | 200,000 | ||||||
Consulting and advisory services fee | $ 5,000 | ||||||
Common stock, shares purchased price per share | $ / shares | $ 15.89 | ||||||
Award vesting period | 4 years | ||||||
Agreement with related party, one-time payment required | $ 50,000 | ||||||
Agreement with related party, percentage of net revenues required to be paid | 1.00% | ||||||
Patents expense paid | $ 50,000 | ||||||
Number of patents were issued | patent | 1 | ||||||
Consulting and Advisory Agreement | |||||||
Related Party Transaction [Line Items] | |||||||
Non-cash stock-based compensation expense | $ 16,125 | $ 62,500 | |||||
Restricted shares of common stock | Chairman of the Board | |||||||
Related Party Transaction [Line Items] | |||||||
Granted (in shares) | shares | 25,000 |