Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Nov. 10, 2015 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | WaferGen Bio-systems, Inc. | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 14,456,653 | |
Amendment Flag | false | |
Entity Central Index Key | 1,368,993 | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Filer Category | Smaller Reporting Company | |
Entity Well-known Seasoned Issuer | No | |
Document Period End Date | Sep. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 3,672 | $ 14,732 |
Accounts receivable | 1,974 | 1,481 |
Inventories, net | 1,534 | 813 |
Prepaid expenses and other current assets | 436 | 380 |
Total current assets | 7,616 | 17,406 |
Property and equipment, net | 941 | 869 |
Goodwill | 990 | 990 |
Intangible assets, net | 1,025 | 1,362 |
Other assets | 80 | 80 |
Total assets | 10,652 | 20,707 |
Current liabilities: | ||
Accounts payable | 2,022 | 1,494 |
Accrued payroll and related costs | 1,606 | 1,379 |
Current portion of long-term debt | 178 | 117 |
Other current liabilities | 965 | 832 |
Total current liabilities | 4,771 | 3,822 |
Long-term debt, net of discount and current portion | 2,516 | 2,235 |
Warrant derivative liabilities | 18 | 126 |
Other liabilities | 356 | 444 |
Total liabilities | $ 7,661 | $ 6,627 |
Commitments and contingencies (Notes 5 and 12) | ||
Stockholders’ equity: | ||
Preferred Stock: $0.001 par value; 10,000 shares authorized; none issued and outstanding at September 30, 2015 and December 31, 2014 | $ 0 | $ 0 |
Common Stock: $0.001 par value; 300,000 shares authorized; 6,140 and 5,884 shares issued and outstanding at September 30, 2015 and December 31, 2014, respectively | 106,625 | 105,611 |
Accumulated deficit | (103,634) | (91,531) |
Total stockholders’ equity | 2,991 | 14,080 |
Total liabilities and stockholders’ equity | $ 10,652 | $ 20,707 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares | Sep. 30, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Preferred Stock par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred Stock, shared authorized | 10,000,000 | 10,000,000 |
Preferred Stock, shares issued | 0 | 0 |
Preferred Stock, shares outstanding | 0 | 0 |
Common Stock par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common Stock, shares authorized | 300,000,000 | 300,000,000 |
Common Stock, shares issued | 6,140,000 | 5,884,000 |
Common Stock, shares outstanding | 6,140,000 | 5,884,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Revenue: | ||||
Product | $ 1,885 | $ 1,125 | $ 4,391 | $ 4,014 |
License and royalty | 125 | 125 | 375 | 375 |
Total revenue | 2,010 | 1,250 | 4,766 | 4,389 |
Cost of product revenue | 848 | 374 | 1,938 | 1,739 |
Gross profit | 1,162 | 876 | 2,828 | 2,650 |
Operating expenses: | ||||
Sales and marketing | 1,425 | 962 | 3,890 | 3,599 |
Research and development | 2,387 | 1,909 | 7,137 | 4,749 |
General and administrative | 781 | 1,133 | 3,635 | 3,234 |
Total operating expenses | 4,593 | 4,004 | 14,662 | 11,582 |
Operating loss | (3,431) | (3,128) | (11,834) | (8,932) |
Other income and (expenses): | ||||
Interest expense, net | (113) | (108) | (326) | (320) |
Gain on revaluation of warrant derivative liabilities, net | 68 | 589 | 108 | 1,963 |
Loss on extinguishment of debt | 0 | (129) | 0 | (129) |
Miscellaneous expense | 0 | (5) | (49) | (9) |
Total other income and (expenses) | (45) | 347 | (267) | 1,505 |
Net loss before provision for income taxes | (3,476) | (2,781) | (12,101) | (7,427) |
Provision for income taxes | 0 | 0 | 2 | 3 |
Net loss | $ (3,476) | $ (2,781) | $ (12,103) | $ (7,430) |
Net loss per share - basic and diluted (in dollars per share) | $ (0.61) | $ (1.02) | $ (2.13) | $ (4.87) |
Shares used to compute net loss per share - basic and diluted | 5,707 | 2,728 | 5,681 | 1,527 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Cash flows from operating activities: | ||
Net loss | $ (12,103) | $ (7,430) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 647 | 633 |
Stock-based compensation | 1,108 | 935 |
Gain on revaluation of warrant derivative liabilities, net | (108) | (1,963) |
Provision for excess and obsolete inventory | (60) | (683) |
Interest converted to principal on long-term debt | 0 | 68 |
Amortization of debt discount | 272 | 251 |
Loss on extinguishment of debt | 0 | 129 |
Change in operating assets and liabilities: | ||
Accounts receivable | (493) | (1,387) |
Inventories | (719) | 583 |
Prepaid expenses and other assets | (57) | (216) |
Accounts payable | 528 | 917 |
Accrued payroll and related costs | 227 | 586 |
Other accrued expenses | 46 | (242) |
Net cash used in operating activities | (10,712) | (7,819) |
Cash flows from investing activities: | ||
Purchase of property and equipment | (146) | (215) |
Acquisition of business | 0 | (2,000) |
Net cash used in investing activities | (146) | (2,215) |
Cash flows from financing activities: | ||
Repayment of capital lease obligations | (108) | 0 |
Net proceeds from issuance of common stock and warrants | 0 | 17,972 |
Repayment of promissory note | 0 | (1,318) |
Payment of taxes for restricted stock forfeited | (94) | 0 |
Net cash provided by (used in) financing activities | (202) | 16,654 |
Net increase (decrease) in cash and cash equivalents | (11,060) | 6,620 |
Cash and cash equivalents at beginning of the period | 14,732 | 10,709 |
Cash and cash equivalents at end of the period | 3,672 | 17,329 |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest | 19 | 69 |
Cash paid for income taxes | 2 | 3 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Property and equipment acquired with capital leases | 178 | 0 |
Inventory transferred to property and equipment | 58 | 45 |
Issuance of promissory note, net of debt discount, in business acquisition | 0 | 1,100 |
Initial valuation of revenue earn-out contingency in business acquisition | 0 | 410 |
Warrant derivative liabilities transferred to equity on waiver of potential cash settlement provisions | 0 | 6,821 |
Issuance of warrants to underwriters | $ 0 | $ 396 |
The Company
The Company | 9 Months Ended |
Sep. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
The Company | The Company General – WaferGen Bio-systems, Inc. and its subsidiaries (the “Company”) are engaged in the development, manufacture and sale of systems for genomic technology solutions for single cell analysis and clinical research. The Company’s ICELL8™ Single Cell System is a cutting edge platform which can isolate thousands of single cells and processes specific cells for analysis, including Next Generation Sequencing ("NGS"). The Company’s SmartChip™ platform can be used for profiling and validating molecular biomarkers, and can perform massively parallel singleplex PCR for one-step target enrichment and library preparation for clinical NGS. The Company’s Apollo 324™ system can be used to process DNA and RNA from clinical samples to NGS-ready libraries. The Company’s products are aimed at researchers who perform genetic analysis, primarily at pharmaceutical and biotech companies, academic and private research centers and diagnostics companies involved in biomarker discovery and genetic research. Through the SmartChip and Apollo product lines, the Company plans to provide new performance standards with significant savings in time and cost for professionals in the field of gene expression research and to facilitate biomarker discovery, toxicology, and clinical research. Wafergen, Inc. was incorporated in the State of Delaware on October 22, 2002, and was acquired by WaferGen Bio-systems, Inc. in a reverse merger on May 31, 2007. On August 30, 2011, the Company formed a new wholly owned subsidiary in Luxembourg to establish a presence for its marketing and research activities in Europe. On June 30, 2014, the Company effected a reverse stock split of its common stock by a ratio of one-for-ten (the “2014 Reverse Split”). Every ten outstanding shares of common stock became one share of common stock. No fractional shares were issued in connection with the 2014 Reverse Split. Stockholders who were otherwise entitled to receive a fractional share of common stock received one whole share of common stock. The 2014 Reverse Split did not change the number of shares of common or preferred stock that the Company is authorized to issue, or the par value of the Company’s common or preferred stock. The 2014 Reverse Split resulted in a proportionate adjustment to the per share exercise price and the number of shares of common stock issuable upon the exercise of outstanding warrants and stock options, as well as the number of shares of common stock eligible for issuance under the 2008 Stock Incentive Plan. All of the information in these financial statements has been presented to reflect the impact of the one-for-ten 2014 Reverse Split on a retroactive basis. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation – The Company has prepared the accompanying condensed consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to these rules and regulations. These condensed consolidated financial statements should be read in conjunction with our audited financial statements and footnotes related thereto for the year ended December 31, 2014, included in our Form 10-K filed with the SEC. In the opinion of management, the unaudited condensed consolidated financial statements include all adjustments (consisting only of normal recurring adjustments) necessary to present fairly the Company’s financial position and the results of its operations and cash flows. The results of operations for such interim periods are not necessarily indicative of the results to be expected for the full year. Basis of Consolidation – The condensed consolidated financial statements include the financial statements of WaferGen Bio-systems, Inc. and its subsidiaries. All significant transactions and balances between the WaferGen Bio-systems, Inc. and its subsidiaries have been eliminated in consolidation. Use of Estimates – Preparing condensed consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Actual results and outcomes could differ from these estimates and assumptions. Foreign Currencies – Foreign exchange gains and losses for assets and liabilities of the Company’s non-U.S. subsidiaries for which the functional currency is the U.S. dollar are recorded in miscellaneous income (expense) in the Company’s statement of operations. The Company has no subsidiaries for which the local currency is the functional currency. Accounts Receivable – An allowance for doubtful accounts will be recorded based on a combination of historical experience, aging analysis, and information on specific accounts. Account balances will be written off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. Inventory – Inventory is recorded at the lower of cost (first-in, first-out) or net realizable value. Additionally, the Company evaluates its inventory in terms of excess and obsolete exposures and records provisions as needed. Goodwill and Long-lived Intangible Assets – Goodwill is tested for impairment on an annual basis in the fourth quarter and between annual tests if events occur or circumstances indicate that the carrying amount of goodwill may not be recoverable. Impairment losses, if any, are recorded in the statement of operations as “impairment of goodwill” within operating expenses. Long-lived intangibles are carried at cost less accumulated amortization and are subject to review for impairment when events or circumstances indicate that the carrying value may not be recoverable. Amortization is recognized over the estimated useful life of the respective asset on a straight-line basis except for customer lists, which are amortized in proportion to the present value of projected cash flows within their estimated useful lives, since this methodology more closely reflects the pattern in which economic benefits are derived. Revenue Recognition – The Company recognizes revenue when (i) delivery of product has occurred or services have been rendered, (ii) there is persuasive evidence of a sale arrangement, (iii) selling prices are fixed or determinable, and (iv) collectability from the customers (individual customers and distributors) is reasonably assured. Revenue consists primarily of revenue generated from the sale of the Company’s products. Revenue is recorded when the risk and rewards of ownership are transferred to the Company’s customers. This generally occurs when the Company’s products are shipped from its facility as title has passed. Revenue is recorded net of estimated cash discounts. The Company estimates and accrues an allowance for sales returns at the time the product is sold. To date, sales returns have not been material. Revenue from multi-deliverable arrangements is recognized for each element on delivery of product or completion of service. A typical multi-deliverable arrangement would be the shipment of capital equipment to a customer, followed by the delivery of services or of expendable equipment, provided such delivery is both probable and substantially within the Company’s control. Revenue for each deliverable is allocated based on full list selling prices, although if none of the deliverables is disproportionately discounted relative to the overall discount, this allocation is approximated by using the actual selling price of each deliverable to the customer. The actual cost of revenue for each deliverable is recognized when the revenue for that deliverable is recognized. Governmental Subsidies – Incentives received from governments in the form of grants are recorded as a reduction in expense in accordance with their purpose. Grants awarded for the purpose of matching specified expenditures are not recognized until a definitive agreement has been signed by both parties; thereafter income is recognized to the extent that the related expenses have been incurred. The Company recognized no governmental subsidies in the three months ended September 30, 2015, the balance of available matching funds having been fully used by March 31, 2015, and $162,000 in the three months ended September 30, 2014. The Company recognized governmental subsidies of $164,000 and $335,000 in the nine months ended September 30, 2015 and 2014, respectively, which were offset against operating expenses in the statement of operations. Stock-Based Compensation – The Company measures the fair value of all stock-based awards to employees, including stock options, on the grant date and records the fair value of these awards, net of estimated forfeitures, to compensation expense over the service period. The fair value of awards to consultants is measured on the dates on which performance of services is completed, with interim valuations recorded at balance sheet dates while performance is in progress. The fair value of options is estimated using the Black-Scholes valuation model, and of restricted stock is based on the Company’s closing share price on the measurement date. Change in Fair Value of Derivatives – The Company recognizes (or recognized until the time of their settlement) its warrants with certain cash settlement provisions or with certain anti-dilution protection as derivative liabilities. Such liabilities are valued when the financial instruments are initially issued or the derivative first requires recognition and are also revalued at each reporting date, with the change in their respective fair values being recorded as a gain or loss on revaluation within other income and expenses in the statement of operations. The Company determines the fair value of those warrants for which no anti-dilution adjustment is projected prior to the expiration date using the Black-Scholes valuation model, and all other derivative liabilities using a Monte Carlo Simulation approach, with key input variables provided by management. Warranty Reserve – The Company’s standard warranty agreement is one year from shipment of certain products. The Company accrues for anticipated warranty costs upon shipment of these products. The Company’s warranty reserve is based on management’s judgment regarding anticipated rates of warranty claims and associated repair costs, and is updated quarterly. Net Income (Loss) Per Share – Basic net income (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the period. Diluted income (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding plus common share equivalents from conversion of dilutive stock options, warrants, and restricted stock using the treasury method, and convertible securities using the as-converted method, except when antidilutive. In the event of a net loss, the effects of all potentially dilutive shares are excluded from the diluted net loss per share calculation as their inclusion would be antidilutive. Recent Accounting Pronouncements In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-09”). ASU 2014-09 will replace most of the existing revenue recognition guidance within U.S. GAAP. The core principle of this guidance is that an entity should recognize revenue for the transfer of goods or services to customers in an amount that it expects to be entitled to receive for those goods or services. In doing so, companies will be required to make certain judgments and estimates, including identifying contract performance obligations, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price among separate performance obligations. Further, ASU 2014-09 will require companies to make additional disclosures. ASU 2014-09 is effective for annual periods beginning after December 15, 2016, and interim periods within those years, and will become effective for the Company beginning on January 1, 2017, with early adoption not permitted. In August 2015, the FASB issued ASU 2015-14, “Revenue from Contracts with Customers (Topic 606): Deferral of the Effective date” (“ASU 2015-14”),which permits deferral of the effective date of ASU 2014-09 by one year, so the Company may delay adopting the standard until January 1, 2018. ASU 2014-09 allows for two methods of adoption, a full retrospective method or a modified retrospective approach with the cumulative effect recognized at the date of initial application. The Company is in the process of determining both the timing and the method of adoption and its impact on the Company’s consolidated financial condition and results of operations. In August 2014, the FASB issued ASU 2014-15, “Presentation of Financial Statements – Going Concern (Topic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern” (“ASU 2014-15”). ASU 2014-15 will add guidance to U.S. GAAP that is presently available only in auditing standards, and provide clarification of such guidance. Further, an assessment of going concern will be required at each interim reporting period (in addition to the existing auditing guideline of an annual assessment), and will require a look-forward period of one year from the date of issuance (as opposed to the existing auditing guideline of one year from the balance sheet date). ASU 2014-15 is effective for annual periods ending after December 15, 2016, with early adoption permitted, and will become effective for the Company for the year ending December 31, 2016, and for each interim period thereafter. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial condition or results of operations. In April 2015, the FASB issued ASU 2015-03, “Interest – Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs” (“ASU 2015-03”). ASU 2015-03 requires issuance costs related to a recognized debt liability to be presented in the balance sheet as an offset against the recorded liability, similar to debt discounts. Such issuance costs were previously recorded as assets. The recognition and measurement guidance for debt issuance costs are unchanged. ASU 2015-03 is effective for annual periods beginning after December 15, 2015, and interim periods within those years, with early adoption permitted. In August 2015, the FASB issued ASU 2015-15, “Interest - Imputation of Interest (Subtopic 835-30): Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements - Amendments to SEC Paragraphs Pursuant to Staff Announcement at June 18, 2015 EITF Meeting (SEC Update)” (“ASU 2015-15”). ASU 2015-15 notes that the SEC would permit the issuance costs related to a line-of-credit being deferred and the unamortized portion being presented as an asset, regardless of whether there are outstanding borrowings. The Company adopted ASU 2015-03 effective January 1, 2015 and ASU 2015-15 effective July 1, 2015 and, since it has no debt issuance costs recorded for any period that will be presented after the former date, neither adoption had any impact on the Company’s consolidated financial condition or results of operations. In July 2015, the FASB issued ASU 2015-11, “Inventory (Topic 330): Simplifying the Measurement of Inventory” (“ASU 2015-11”). ASU 2015-11 requires inventory that is recorded using the first-in, first-out (FIFO) or average cost method to be measured at the lower of cost and net realizable value (defined as the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation), as opposed to the existing requirement to measure such inventory at the lower of cost and market value. ASU 2015-11 is effective for annual periods beginning after December 15, 2016, and interim periods within those years, with early adoption permitted. The Company adopted this standard effective July 1, 2015, and its adoption did not have a significant impact on the Company’s consolidated financial condition or results of operations. |
Inventories
Inventories | 9 Months Ended |
Sep. 30, 2015 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories, net of provisions for potentially excess, obsolete or impaired goods, consisted of the following at September 30, 2015, and December 31, 2014: September 30, 2015 December 31, 2014 (in thousands) Raw materials $ 399 $ 55 Work in process 474 251 Finished goods 661 507 Inventories, net $ 1,534 $ 813 |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 9 Months Ended |
Sep. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets Changes in the carrying amount of goodwill in the nine months ended September 30, 2015 , were as follows: (in thousands) Balance at January 1, 2015 $ 990 Additions — Balance at September 30, 2015 $ 990 Other intangible assets as of September 30, 2015 , consist of: Gross Carrying Amount Net Accumulated Amortization Intangible Assets (in thousands) Purchased technology $ 360 $ 175 $ 185 Customer lists and trademarks 1,500 660 840 Total as of September 30, 2015 $ 1,860 $ 835 $ 1,025 The estimated future amortization expenses by fiscal year are as follows: (in thousands) Year ending December 31, 2015 (three months remaining) $ 113 2016 421 2017 314 2018 148 2019 29 Total amortization $ 1,025 Intangible asset amortization expense was $112,000 and $124,000 for the three months ended September 30, 2015 and 2014 , respectively, and $337,000 and $373,000 for the nine months ended September 30, 2015 and 2014 , respectively. |
Long Term Obligations
Long Term Obligations | 9 Months Ended |
Sep. 30, 2015 | |
Long-term Debt and Capital Lease Obligations, Including Current Maturities [Abstract] | |
Long Term Obligations | Long Term Obligations On August 15, 2013, the Company issued WaferGen Biosystems (M) Sdn. Bhd. (“WGBM”), a wholly owned subsidiary in Malaysia, notes with a face value of $6.6 million , maturing on August 15, 2020 (the “Malaysian Notes”), in consideration of WGBM’s cancellation of the Company’s obligations under a term loan owing to WGBM which, as of that date, had an outstanding loan balance of approximately $5.3 million . Under the terms of an agreement between the Company, WGBM and Malaysian Technology Development Corporation Sdn. Bhd. (“MTDC,” a major investor in WGBM’s preference shares), upon liquidation of WGBM (which occurred on November 26, 2013), the Malaysian Notes were divided such that the Company received notes with an aggregate principal amount of $1.4 million and MTDC received notes with an aggregate principal amount of $5.2 million (the “MTDC Notes”). The MTDC Notes were recorded using an effective interest rate of 17.39% and are summarized as follows at September 30, 2015 and December 31, 2014: September 30, 2015 December 31, 2014 (in thousands) MTDC Notes Payable: Face value $ 5,200 $ 5,200 Debt discount, net of accumulated amortization of $611 and $339 at September 30, 2015 and December 31, 2014, respectively 2,932 3,204 Notes payable, net of debt discount $ 2,268 $ 1,996 At any time prior to the MTDC Notes’ maturity date, the Company may issue to MTDC shares of the Company’s common stock with a value, based on the average closing price in the preceding 30 days, equal to the face value of the MTDC Notes. Based on an average closing price of $1.6086 in the 30 days preceding September 30, 2015, the MTDC Notes could have been settled by issuing 3,233,000 shares of the Company’s common stock. On January 6, 2014, the Company acquired substantially all of the assets of the product line of IntegenX Inc. (“IntegenX”) used in connection with developing, manufacturing, marketing and selling instruments and reagents relating to library preparation for NGS, including the Apollo 324™ instrument and the PrepX™ reagents (the “Apollo Business”). In connection with this acquisition, the Company issued a $1.25 million secured promissory note to IntegenX (the “IntegenX Note”), due on January 6, 2017 (the “Maturity Date”). The IntegenX Note earned simple interest at 8% per annum over its three year term, payable on the Maturity Date. It was repayable early without premium or penalty at the Company’s option at any time and it had to be repaid within 45 days of the closing of an equity offering yielding the Company net cash proceeds of at least $15,000,000 . Such an equity offering closed on August 27, 2014, and the IntegenX Note was repaid on September 12, 2014. The Company also leases equipment under three capital leases that expire between December 2017 and May 2018. Aggregate future minimum obligations for capital leases in effect as of September 30, 2015, are as follows: Capital Leases (in thousands) Year ending September 30, 2016 $ 192 2017 192 2018 63 Total minimum obligations 447 Amounts representing interest (21 ) Present value of future minimum payments 426 Current portion of long term obligations (178 ) Long term obligations, less current portion $ 248 |
Preferred Stock
Preferred Stock | 9 Months Ended |
Sep. 30, 2015 | |
Preferred Stock, Number of Shares, Par Value and Other Disclosures [Abstract] | |
Preferred Stock | Preferred Stock The Company has 10,000,000 shares of preferred stock authorized. Effective August 27, 2013, the Company designated 3,663 shares as Series 1 Convertible Preferred Stock. The Series 1 Convertible Preferred Stock had no voting rights, and holders were entitled to a liquidation preference equal to $0.001 per share. Each share of Series 1 Convertible Preferred Stock was convertible into 251.53436 shares of common stock, subject to an ownership cap whereby conversion could not occur to the extent the holder would own more than 9.98% of the common stock following conversion. On August 27, 2013, the Company issued 2,987 shares of Series 1 Convertible Preferred Stock in exchange for previously-issued securities and sold 646 shares of Series 1 Convertible Preferred Stock in a private placement. By December 31, 2014, all of the 3,633 shares of Series 1 Convertible Preferred Stock issued had been converted into 914,000 shares of common stock. The Company subsequently retired all of the Series 1 Convertible Preferred Stock, none of which remains issued and outstanding and none will be issued in the future. |
Stock Awards
Stock Awards | 9 Months Ended |
Sep. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock Awards | Stock Awards The Company has awards outstanding under 3 plans: the 2003 Incentive Stock Plan (the “2003 Plan”), the 2007 Stock Option Plan (the “2007 Plan”) and the 2008 Stock Incentive Plan (the “2008 Plan”) (collectively, the “Plans”). In addition, there are 178,000 inducement options and 50,000 inducement restricted stock units outstanding that were awarded to executive officers on August 27, 2014 and May 12, 2015, not covered by the Plans, with the same standard terms as non-qualified stock options or restricted stock units awarded under the 2008 Plan. Under the 2003 Plan and 2007 Plan, incentive stock options, nonqualified stock options, restricted stock and restricted stock units could be granted. Awards vested over varying periods, as specified by the Company’s Board of Directors for each grant, and are exercisable for a maximum period of ten years after date of grant. Both of these plans have been frozen, resulting in no further shares being available for grant. The Company presently issues most of its awards under the 2008 Plan, initially adopted by the Company’s stockholders on June 5, 2008, and subsequently amended to authorize the issuance of additional shares of the Company’s common stock. The purpose of the 2008 Plan is to provide an incentive to retain the employment of directors, officers, consultants, advisors and employees of the Company, to attract new personnel whose training, experience and ability are considered valuable, to encourage the sense of proprietorship, and to stimulate the active interest of such persons in the Company’s development and financial success. Under the 2008 Plan, the Company is authorized to issue incentive stock options, non-qualified stock options, restricted stock and restricted stock units. Awards that expire or are canceled generally become available for issuance again under the 2008 Plan. The number of shares of the Company’s common stock available under the 2008 Plan will be subject to adjustment in the event of a stock split, stock dividend or other extraordinary dividend, or other similar change in the Company’s common stock or capital structure. Awards may vest over varying periods, as specified by the Company’s Board of Directors for each grant, and have a maximum term of seven years from the grant date. The 2008 Plan is administered by the Company’s Board of Directors. The Company has issued both options and restricted stock (including restricted stock units), mostly under the Plans. Restricted stock grants afford the recipient the opportunity to receive shares of common stock, subject to certain terms, whereas options give them the right to purchase common stock at a set price. Both the Company’s options and restricted stock issued to employees generally have vesting restrictions that are eliminated over three or four years, although vesting may be over a shorter period, or may occur on the grant date, depending on the terms of each individual award. A summary of stock option and restricted stock transactions in the nine months ended September 30, 2015 , is as follows: Stock Options Restricted Stock Shares Available for Grant Number of Options Outstanding Weighted Average Exercise Price Number of Shares Outstanding Weighted Average Grant-Date Fair Value (in thousands, except per share amounts) Balance at January 1, 2015 895 188 $ 27.35 225 $ 4.54 Granted (499 ) 361 $ 3.43 337 $ 4.03 Vested — — $ — (71 ) $ 4.54 Forfeited 81 (70 ) $ 4.62 (57 ) $ 4.25 Canceled 1 (1 ) $ 365.81 — $ — Balance at September 30, 2015 478 478 $ 12.22 434 $ 4.18 No options were exercised during the nine months ended September 30, 2015 or 2014. The aggregate intrinsic value of options outstanding and exercisable at September 30, 2015 , was nil , based on our common stock closing price of $1.36 . Aggregate intrinsic value is the total pretax amount (i.e., the difference between the Company’s stock price and the exercise price) that would have been received by the option holders had all their in-the-money options been exercised. The weighted average grant date fair value of the options awarded in the nine months ended September 30, 2015 and 2014, was estimated to be $2.56 and $6.33 , respectively, using grant date closing stock prices ranging from $3.19 to $3.78 on award dates in 2015 and $4.60 to $14.00 on the award dates in 2014, and based on the following assumptions: Nine months ended September 30, 2015 2014 Risk-free interest rate 1.25% - 1.44% 1.43% - 1.57% Expected remaining term 3.55 - 4.50 Years 4.75 Years Expected volatility 106.11% - 119.36% 93.89% - 105.97% Dividend yield — % — % The amounts expensed for stock-based compensation totaled $149,000 and $175,000 for the three months ended September 30, 2015 and 2014, respectively, and $1,108,000 and $935,000 for the nine months ended September 30, 2015 and 2014, respectively. At September 30, 2015 , the total stock-based compensation cost not yet recognized, net of estimated forfeitures, was $1,620,000 . This cost is expected to be recognized over an estimated weighted average amortization period of 2.31 years. No amounts related to stock-based compensation costs have been capitalized. The tax benefit and the resulting effect on cash flows from operating and financing activities related to stock-based compensation costs were not recognized as the Company currently provides a full valuation allowance for all of its deferred taxes. |
Warrants
Warrants | 9 Months Ended |
Sep. 30, 2015 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants | Warrants A summary of outstanding common stock warrants as of September 30, 2015 , is as follows: Securities Into Which Total Warrants Warrants Recorded Exercise Expiration Warrants are Convertible Outstanding as Liabilities Price Date (in thousands, except per share amounts) Common stock 4,600 — $ 5.00 August 2019 Common stock 120 — $ 6.25 August 2017 Common stock 613 111 $ 26.00 August and September 2018 Total 5,333 111 In addition, there are 25.88 unit warrants outstanding, which expire in August and September 2018, 0.35 of which are recorded as liabilities, each entitling the holder to purchase, for $50,000 , 2,500 shares of common stock and 1,250 warrants to purchase one share of common stock at an exercise price of $26.00 , expiring in August and September 2018. The Company records warrants and unit warrants with certain anti-dilution protection or certain cash settlement provisions as liabilities, with the estimated fair value of those warrants for which no anti-dilution adjustment is projected prior to the expiration date being calculated using the Black-Scholes valuation model, with all others being calculated using a Monte Carlo Simulation approach, using key input variables provided by management, at each reporting date. Changes in fair value are recorded as gains or losses on revaluation in non-operating income (expense). On March 31, 2014, the Company amended the terms of 413,000 warrants and 22.54 unit warrants expiring in August and September 2018 to eliminate certain potential cash settlement provisions such that the liability was settled, having received consent from their holders. The fair value of the securities settled and reclassified as equity on March 31, 2014, was estimated to be $6,109,000 , based on assumptions described below. On June 30, 2014, the Company similarly amended the terms of a further 89,000 warrants and 2.99 unit warrants such that the liability was settled, having received consent from their holders after March 31, 2014. The fair value of the securities settled and reclassified as equity on June 30, 2014, was estimated to be $712,000 . There have been no such reclassifications since June 30, 2014. The aggregate fair value of those warrants and unit warrants accounted for as liabilities as of September 30, 2015 and 2014 (including warrants which have subsequently expired or been reclassified as equity), was estimated to be $18,000 and $363,000 , respectively, using a closing stock price of $1.36 and $4.35 , respectively, and based on the following assumptions: September 30, 2015 September 30, 2014 Risk-free interest rate 0.81% - 0.84% 0.02% - 1.28% Expected remaining term 2.62 - 2.70 Years 0.23 - 3.60 Years Expected volatility 106.20% - 109.95% 118.65% - 140.41% Dividend yield — % — % The aggregate fair value of such warrants and unit warrants at December 31, 2014 and 2013, was estimated to be $126,000 and $9,147,000 , respectively. During the nine months ended September 30, 2015 , the decrease in the fair value of the warrant derivative liability of $108,000 was recorded as a revaluation gain. During the nine months ended September 30, 2014 , to the extent that it did not arise from settlements, the decrease in the fair value of the warrant derivative liability of $1,963,000 was recorded as a revaluation gain (see Note 9). |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value measurements are determined under a three-level hierarchy for fair value measurements that prioritizes the inputs to valuation techniques used to measure fair value, distinguishing between market participant assumptions developed based on market data obtained from sources independent of the reporting entity (“observable inputs”) and the reporting entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (“unobservable inputs”). Fair value is the price that would be received to sell an asset or would be paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date. In determining fair value, the Company primarily uses prices and other relevant information generated by market transactions involving identical or comparable assets (“market approach”). The Company also considers the impact of a significant decrease in volume and level of activity for an asset or liability when compared with normal activity to identify transactions that are not orderly. The highest priority is given to unadjusted quoted prices in active markets for identical assets (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). Securities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The three hierarchy levels are defined as follows: Level 1 – Quoted prices in active markets that are unadjusted and accessible at the measurement date for identical, unrestricted assets or liabilities; Level 2 – Quoted prices for identical assets and liabilities in markets that are not active, quoted prices for similar assets and liabilities in active markets or financial instruments for which significant inputs are observable, either directly or indirectly; Level 3 – Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. The following tables present the Company’s liabilities that are measured at fair value on a recurring basis at September 30, 2015 and December 31, 2014: Level 1 Level 2 Level 3 Total September 30, 2015 (in thousands) Recurring Financial Liabilities: Warrant derivative liabilities $ — $ — $ 18 $ 18 Contingent earn-out payments — — 314 314 Total liabilities $ — $ — $ 332 $ 332 Level 1 Level 2 Level 3 Total December 31, 2014 (in thousands) Recurring Financial Liabilities: Warrant derivative liabilities $ — $ — $ 126 $ 126 Contingent earn-out payments — — 279 279 Total liabilities $ — $ — $ 405 $ 405 The following tables present a reconciliation of all liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the nine months ended September 30, 2015 and 2014: Warrant Derivatives Contingent Earn-out Payments Total (in thousands) Balance at January 1, 2015 $ 126 $ 279 $ 405 Issuances — — — Gain on revaluation of warrant derivative liabilities, net (108 ) — (108 ) Change in contingent earn-out adjustment included in interest expense — 35 35 Settlements — — — Balance at September 30, 2015 $ 18 $ 314 $ 332 Total gains (losses) included in other income and expenses attributable to liabilities still held as of September 30, 2015 $ 108 $ (35 ) $ 73 Warrant Derivatives Contingent Earn-out Payments Total (in thousands) Balance at January 1, 2014 $ 9,147 $ — $ 9,147 Issuances — 410 410 Gain on revaluation of warrant derivative liabilities, net (1,963 ) — (1,963 ) Settlements (6,821 ) — (6,821 ) Balance at September 30, 2014 $ 363 $ 410 $ 773 Total gains included in other income and expenses attributable to liabilities still held as of September 30, 2014 $ 1,277 $ — $ 1,277 The liability for contingent earn-out payments arises from the Company’s requirement to pay IntegenX a percentage of revenues of the Apollo Business acquired from IntegenX in January 2014, on a sliding scale up to 20% , should certain revenue targets be achieved in 2014, 2015 and 2016. The fair value of the acquisition earn-out contingencies is determined using a modeling technique based on significant unobservable inputs calculated using a probability-weighted revenue approach. The Company initially estimated the fair value of the contingent consideration using a probability-weighted discounted cash flow model based on key assumptions including annual revenues ranging from $4.0 million to $9.9 million and a discount rate of 14% . At December 31, 2014, the estimate of fair value was updated using future annual revenues ranging from $3.4 million to $7.7 million and a discount rate of 14% . At September 30, 2015 , the annual revenue estimates are unchanged, the liability increasing due to a reduction in the amount of discount, which was expensed as interest. Assumptions used in evaluating the warrant derivative liabilities are discussed in Note 8. The principal assumptions used, and their impact on valuations, are as follows: Risk-Free Interest Rate. This is the U.S. Treasury rate for the measurement date having a term equal to the weighted average expected remaining term of the instrument. An increase in the risk-free interest rate will increase the fair value and the associated derivative liability. Expected Remaining Term. This is the period of time over which the instrument is expected to remain outstanding and is based on management’s estimate, taking into consideration the remaining contractual life, historical experience and the possibility of liquidation. An increase in the expected remaining term will increase the fair value and the associated derivative liability. Expected Volatility. This is a measure of the amount by which the Company’s common stock price has fluctuated or is expected to fluctuate. The Company applies equal weighting to the Company’s own historic volatility and the historic volatility of a group of publicly traded companies over the retrospective period corresponding to the expected remaining term of the instrument on the measurement date. The Company applies a reduced weighting to its own historic volatility during the period prior to August 27, 2013, when it was highly leveraged. The group of publicly traded companies is selected from the same industry or market index, with extra weighting attached to those companies most similar in terms of business activity, size and financial leverage. An increase in the expected volatility will increase the fair value and the associated derivative liability. Dividend Yield. The Company has not made any dividend payments and does not plan to pay dividends in the foreseeable future. An increase in the dividend yield will decrease the fair value and the associated derivative liability. There were no transfers between Level 1, Level 2 and Level 3 of the fair value hierarchy during the nine months ended September 30, 2015 or 2014. |
Net Loss Per Share
Net Loss Per Share | 9 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Net Loss Per Share Basic and diluted net loss per share are shown on the statement of operations. No adjustment has been made to the net loss for charges related to MTDC Notes or Series 1 Convertible Preferred Stock, as the effect would be anti-dilutive due to the net loss. The following outstanding stock options, warrants and unit warrants (on an as-converted into common stock basis) and shares issuable or contingently issuable upon conversion of restricted stock, Series 1 Convertible Preferred Stock and MTDC Notes were excluded from the computation of diluted net loss per share attributable to holders of common stock as they had antidilutive effects for the three and nine months ended September 30, 2015 and 2014: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 (in thousands) (in thousands) Common share equivalents issuable upon exercise of common stock options — 22 6 13 Common share equivalents issuable upon exercise of warrants — 995 — 432 Shares issuable upon vesting of restricted stock 441 88 371 30 Shares issuable upon conversion of Series 1 Convertible Preferred Stock — 447 — 639 Shares issuable upon conversion of MTDC Notes 3,233 1,180 3,233 1,180 Total common share equivalents excluded from denominator for diluted earnings per share computation 3,674 2,732 3,610 2,294 |
Concentrations
Concentrations | 9 Months Ended |
Sep. 30, 2015 | |
Risks and Uncertainties [Abstract] | |
Concentrations | Concentrations Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash and accounts receivable. The Company places its cash in commercial banks. Accounts in the United States are secured by the Federal Deposit Insurance Corporation. Accounts in Luxembourg are similarly guaranteed. The Company’s total deposits at commercial banks usually exceed the balances insured. The Company generally requires no collateral from its customers. No provision was made for doubtful accounts at September 30, 2015 , or December 31, 2014. Customers accounting for more than 10% of total revenues during any of the three and nine month periods ended September 30, 2015 and 2014, as well as revenues in all corresponding periods, are tabulated as follows: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 (in thousands, except percentages) (in thousands, except percentages) Customer A $ 291 14 % $ — — % $ 291 6 % $ — — % Customer B $ 221 11 % $ 30 2 % $ 629 13 % $ 55 1 % Customer C $ — — % $ 167 13 % $ 6 — % $ 167 4 % Customer D $ 125 6 % $ 125 10 % $ 375 8 % $ 375 9 % |
Contingencies
Contingencies | 9 Months Ended |
Sep. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies | Contingencies From time to time the Company may be involved in claims arising in connection with its business. Based on information currently available, the Company believes that the amount, or range, of reasonably possible losses in connection with any pending actions against it in excess of established reserves, in the aggregate, not to be material to its consolidated financial condition or cash flows. However, losses may be material to the Company’s operating results for any particular future period, depending on the level of income or loss for such period. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events In connection with a public offering on October 21, 2015, the Company received approximately $15.7 million , net of issuance costs of approximately $1.6 million , for the issuance of 6.17 million shares of its common stock (inclusive of 2.25 million shares sold from the full exercise of the overallotment option granted to the underwriters), 1,108 shares of its Series 2 Convertible Preferred Stock (convertible into 11.08 million shares of common stock, subject to ownership limitations) and warrants to purchase 17.25 million shares of its common stock (inclusive of 2.25 million warrants sold from the full exercise of the overallotment option of warrants granted to the underwriters). Subject to certain ownership limitations, the warrants are exercisable at any time within five years of the issuance date at an exercise price of $1.44 per share. The Company also issued warrants to purchase 450,000 shares of its common stock for $1.44 per share, expiring after three years, to the underwriters in connection with the public offering. |
Summary of Significant Accoun19
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation – The Company has prepared the accompanying condensed consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to these rules and regulations. These condensed consolidated financial statements should be read in conjunction with our audited financial statements and footnotes related thereto for the year ended December 31, 2014, included in our Form 10-K filed with the SEC. In the opinion of management, the unaudited condensed consolidated financial statements include all adjustments (consisting only of normal recurring adjustments) necessary to present fairly the Company’s financial position and the results of its operations and cash flows. The results of operations for such interim periods are not necessarily indicative of the results to be expected for the full year. |
Basis of Consolidation | Basis of Consolidation – The condensed consolidated financial statements include the financial statements of WaferGen Bio-systems, Inc. and its subsidiaries. All significant transactions and balances between the WaferGen Bio-systems, Inc. and its subsidiaries have been eliminated in consolidation. |
Use of Estimates | Use of Estimates – Preparing condensed consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Actual results and outcomes could differ from these estimates and assumptions. |
Foreign Currencies | Foreign Currencies – Foreign exchange gains and losses for assets and liabilities of the Company’s non-U.S. subsidiaries for which the functional currency is the U.S. dollar are recorded in miscellaneous income (expense) in the Company’s statement of operations. The Company has no subsidiaries for which the local currency is the functional currency. |
Accounts Receivable | Accounts Receivable – An allowance for doubtful accounts will be recorded based on a combination of historical experience, aging analysis, and information on specific accounts. Account balances will be written off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. |
Inventory | Inventory – Inventory is recorded at the lower of cost (first-in, first-out) or net realizable value. Additionally, the Company evaluates its inventory in terms of excess and obsolete exposures and records provisions as needed. |
Goodwill and Long-lived Intangible Assets | Goodwill and Long-lived Intangible Assets – Goodwill is tested for impairment on an annual basis in the fourth quarter and between annual tests if events occur or circumstances indicate that the carrying amount of goodwill may not be recoverable. Impairment losses, if any, are recorded in the statement of operations as “impairment of goodwill” within operating expenses. Long-lived intangibles are carried at cost less accumulated amortization and are subject to review for impairment when events or circumstances indicate that the carrying value may not be recoverable. Amortization is recognized over the estimated useful life of the respective asset on a straight-line basis except for customer lists, which are amortized in proportion to the present value of projected cash flows within their estimated useful lives, since this methodology more closely reflects the pattern in which economic benefits are derived. |
Revenue Recognition | Revenue Recognition – The Company recognizes revenue when (i) delivery of product has occurred or services have been rendered, (ii) there is persuasive evidence of a sale arrangement, (iii) selling prices are fixed or determinable, and (iv) collectability from the customers (individual customers and distributors) is reasonably assured. Revenue consists primarily of revenue generated from the sale of the Company’s products. Revenue is recorded when the risk and rewards of ownership are transferred to the Company’s customers. This generally occurs when the Company’s products are shipped from its facility as title has passed. Revenue is recorded net of estimated cash discounts. The Company estimates and accrues an allowance for sales returns at the time the product is sold. To date, sales returns have not been material. Revenue from multi-deliverable arrangements is recognized for each element on delivery of product or completion of service. A typical multi-deliverable arrangement would be the shipment of capital equipment to a customer, followed by the delivery of services or of expendable equipment, provided such delivery is both probable and substantially within the Company’s control. Revenue for each deliverable is allocated based on full list selling prices, although if none of the deliverables is disproportionately discounted relative to the overall discount, this allocation is approximated by using the actual selling price of each deliverable to the customer. The actual cost of revenue for each deliverable is recognized when the revenue for that deliverable is recognized. |
Governmental Subsidies | Governmental Subsidies – Incentives received from governments in the form of grants are recorded as a reduction in expense in accordance with their purpose. Grants awarded for the purpose of matching specified expenditures are not recognized until a definitive agreement has been signed by both parties; thereafter income is recognized to the extent that the related expenses have been incurred. |
Stock-Based Compensation | Stock-Based Compensation – The Company measures the fair value of all stock-based awards to employees, including stock options, on the grant date and records the fair value of these awards, net of estimated forfeitures, to compensation expense over the service period. The fair value of awards to consultants is measured on the dates on which performance of services is completed, with interim valuations recorded at balance sheet dates while performance is in progress. The fair value of options is estimated using the Black-Scholes valuation model, and of restricted stock is based on the Company’s closing share price on the measurement date. |
Changes in Fair Value of Derivatives | Change in Fair Value of Derivatives – The Company recognizes (or recognized until the time of their settlement) its warrants with certain cash settlement provisions or with certain anti-dilution protection as derivative liabilities. Such liabilities are valued when the financial instruments are initially issued or the derivative first requires recognition and are also revalued at each reporting date, with the change in their respective fair values being recorded as a gain or loss on revaluation within other income and expenses in the statement of operations. The Company determines the fair value of those warrants for which no anti-dilution adjustment is projected prior to the expiration date using the Black-Scholes valuation model, and all other derivative liabilities using a Monte Carlo Simulation approach, with key input variables provided by management. |
Warranty Reserve | Warranty Reserve – The Company’s standard warranty agreement is one year from shipment of certain products. The Company accrues for anticipated warranty costs upon shipment of these products. The Company’s warranty reserve is based on management’s judgment regarding anticipated rates of warranty claims and associated repair costs, and is updated quarterly. |
Net Income (Loss) Per Share | Net Income (Loss) Per Share – Basic net income (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the period. Diluted income (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding plus common share equivalents from conversion of dilutive stock options, warrants, and restricted stock using the treasury method, and convertible securities using the as-converted method, except when antidilutive. In the event of a net loss, the effects of all potentially dilutive shares are excluded from the diluted net loss per share calculation as their inclusion would be antidilutive. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-09”). ASU 2014-09 will replace most of the existing revenue recognition guidance within U.S. GAAP. The core principle of this guidance is that an entity should recognize revenue for the transfer of goods or services to customers in an amount that it expects to be entitled to receive for those goods or services. In doing so, companies will be required to make certain judgments and estimates, including identifying contract performance obligations, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price among separate performance obligations. Further, ASU 2014-09 will require companies to make additional disclosures. ASU 2014-09 is effective for annual periods beginning after December 15, 2016, and interim periods within those years, and will become effective for the Company beginning on January 1, 2017, with early adoption not permitted. In August 2015, the FASB issued ASU 2015-14, “Revenue from Contracts with Customers (Topic 606): Deferral of the Effective date” (“ASU 2015-14”),which permits deferral of the effective date of ASU 2014-09 by one year, so the Company may delay adopting the standard until January 1, 2018. ASU 2014-09 allows for two methods of adoption, a full retrospective method or a modified retrospective approach with the cumulative effect recognized at the date of initial application. The Company is in the process of determining both the timing and the method of adoption and its impact on the Company’s consolidated financial condition and results of operations. In August 2014, the FASB issued ASU 2014-15, “Presentation of Financial Statements – Going Concern (Topic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern” (“ASU 2014-15”). ASU 2014-15 will add guidance to U.S. GAAP that is presently available only in auditing standards, and provide clarification of such guidance. Further, an assessment of going concern will be required at each interim reporting period (in addition to the existing auditing guideline of an annual assessment), and will require a look-forward period of one year from the date of issuance (as opposed to the existing auditing guideline of one year from the balance sheet date). ASU 2014-15 is effective for annual periods ending after December 15, 2016, with early adoption permitted, and will become effective for the Company for the year ending December 31, 2016, and for each interim period thereafter. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial condition or results of operations. In April 2015, the FASB issued ASU 2015-03, “Interest – Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs” (“ASU 2015-03”). ASU 2015-03 requires issuance costs related to a recognized debt liability to be presented in the balance sheet as an offset against the recorded liability, similar to debt discounts. Such issuance costs were previously recorded as assets. The recognition and measurement guidance for debt issuance costs are unchanged. ASU 2015-03 is effective for annual periods beginning after December 15, 2015, and interim periods within those years, with early adoption permitted. In August 2015, the FASB issued ASU 2015-15, “Interest - Imputation of Interest (Subtopic 835-30): Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements - Amendments to SEC Paragraphs Pursuant to Staff Announcement at June 18, 2015 EITF Meeting (SEC Update)” (“ASU 2015-15”). ASU 2015-15 notes that the SEC would permit the issuance costs related to a line-of-credit being deferred and the unamortized portion being presented as an asset, regardless of whether there are outstanding borrowings. The Company adopted ASU 2015-03 effective January 1, 2015 and ASU 2015-15 effective July 1, 2015 and, since it has no debt issuance costs recorded for any period that will be presented after the former date, neither adoption had any impact on the Company’s consolidated financial condition or results of operations. In July 2015, the FASB issued ASU 2015-11, “Inventory (Topic 330): Simplifying the Measurement of Inventory” (“ASU 2015-11”). ASU 2015-11 requires inventory that is recorded using the first-in, first-out (FIFO) or average cost method to be measured at the lower of cost and net realizable value (defined as the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation), as opposed to the existing requirement to measure such inventory at the lower of cost and market value. ASU 2015-11 is effective for annual periods beginning after December 15, 2016, and interim periods within those years, with early adoption permitted. The Company adopted this standard effective July 1, 2015, and its adoption did not have a significant impact on the Company’s consolidated financial condition or results of operations. |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventories, net of provisions for potentially excess, obsolete or impaired goods, consisted of the following at September 30, 2015, and December 31, 2014: September 30, 2015 December 31, 2014 (in thousands) Raw materials $ 399 $ 55 Work in process 474 251 Finished goods 661 507 Inventories, net $ 1,534 $ 813 |
Goodwill and Other Intangible21
Goodwill and Other Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Changes in the carrying amount of goodwill in the nine months ended September 30, 2015 , were as follows: (in thousands) Balance at January 1, 2015 $ 990 Additions — Balance at September 30, 2015 $ 990 |
Schedule of Finite-Lived Intangible Assets | Other intangible assets as of September 30, 2015 , consist of: Gross Carrying Amount Net Accumulated Amortization Intangible Assets (in thousands) Purchased technology $ 360 $ 175 $ 185 Customer lists and trademarks 1,500 660 840 Total as of September 30, 2015 $ 1,860 $ 835 $ 1,025 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | The estimated future amortization expenses by fiscal year are as follows: (in thousands) Year ending December 31, 2015 (three months remaining) $ 113 2016 421 2017 314 2018 148 2019 29 Total amortization $ 1,025 |
Long Term Obligations (Tables)
Long Term Obligations (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Long-term Debt and Capital Lease Obligations, Including Current Maturities [Abstract] | |
Schedule of Long-term Debt Instruments | The MTDC Notes were recorded using an effective interest rate of 17.39% and are summarized as follows at September 30, 2015 and December 31, 2014: September 30, 2015 December 31, 2014 (in thousands) MTDC Notes Payable: Face value $ 5,200 $ 5,200 Debt discount, net of accumulated amortization of $611 and $339 at September 30, 2015 and December 31, 2014, respectively 2,932 3,204 Notes payable, net of debt discount $ 2,268 $ 1,996 |
Schedule of Maturities of Long-term Debt | Aggregate future minimum obligations for capital leases in effect as of September 30, 2015, are as follows: Capital Leases (in thousands) Year ending September 30, 2016 $ 192 2017 192 2018 63 Total minimum obligations 447 Amounts representing interest (21 ) Present value of future minimum payments 426 Current portion of long term obligations (178 ) Long term obligations, less current portion $ 248 |
Stock Awards (Tables)
Stock Awards (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Share-based Compensation, Activity | A summary of stock option and restricted stock transactions in the nine months ended September 30, 2015 , is as follows: Stock Options Restricted Stock Shares Available for Grant Number of Options Outstanding Weighted Average Exercise Price Number of Shares Outstanding Weighted Average Grant-Date Fair Value (in thousands, except per share amounts) Balance at January 1, 2015 895 188 $ 27.35 225 $ 4.54 Granted (499 ) 361 $ 3.43 337 $ 4.03 Vested — — $ — (71 ) $ 4.54 Forfeited 81 (70 ) $ 4.62 (57 ) $ 4.25 Canceled 1 (1 ) $ 365.81 — $ — Balance at September 30, 2015 478 478 $ 12.22 434 $ 4.18 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | The weighted average grant date fair value of the options awarded in the nine months ended September 30, 2015 and 2014, was estimated to be $2.56 and $6.33 , respectively, using grant date closing stock prices ranging from $3.19 to $3.78 on award dates in 2015 and $4.60 to $14.00 on the award dates in 2014, and based on the following assumptions: Nine months ended September 30, 2015 2014 Risk-free interest rate 1.25% - 1.44% 1.43% - 1.57% Expected remaining term 3.55 - 4.50 Years 4.75 Years Expected volatility 106.11% - 119.36% 93.89% - 105.97% Dividend yield — % — % |
Warrants (Tables)
Warrants (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Warrants and Rights Note Disclosure [Abstract] | |
Schedule of Stockholders' Equity Note, Warrants or Rights | A summary of outstanding common stock warrants as of September 30, 2015 , is as follows: Securities Into Which Total Warrants Warrants Recorded Exercise Expiration Warrants are Convertible Outstanding as Liabilities Price Date (in thousands, except per share amounts) Common stock 4,600 — $ 5.00 August 2019 Common stock 120 — $ 6.25 August 2017 Common stock 613 111 $ 26.00 August and September 2018 Total 5,333 111 |
Schedule of Assumptions for Fair Value as of Balance Sheet Date of Assets or Liabilities that relate to Transferor's Continuing Involvement [Table Text Block] | The aggregate fair value of those warrants and unit warrants accounted for as liabilities as of September 30, 2015 and 2014 (including warrants which have subsequently expired or been reclassified as equity), was estimated to be $18,000 and $363,000 , respectively, using a closing stock price of $1.36 and $4.35 , respectively, and based on the following assumptions: September 30, 2015 September 30, 2014 Risk-free interest rate 0.81% - 0.84% 0.02% - 1.28% Expected remaining term 2.62 - 2.70 Years 0.23 - 3.60 Years Expected volatility 106.20% - 109.95% 118.65% - 140.41% Dividend yield — % — % |
Fair Value of Financial Instr25
Fair Value of Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value, Liabilities Measured on Recurring Basis | The following tables present the Company’s liabilities that are measured at fair value on a recurring basis at September 30, 2015 and December 31, 2014: Level 1 Level 2 Level 3 Total September 30, 2015 (in thousands) Recurring Financial Liabilities: Warrant derivative liabilities $ — $ — $ 18 $ 18 Contingent earn-out payments — — 314 314 Total liabilities $ — $ — $ 332 $ 332 Level 1 Level 2 Level 3 Total December 31, 2014 (in thousands) Recurring Financial Liabilities: Warrant derivative liabilities $ — $ — $ 126 $ 126 Contingent earn-out payments — — 279 279 Total liabilities $ — $ — $ 405 $ 405 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | The following tables present a reconciliation of all liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the nine months ended September 30, 2015 and 2014: Warrant Derivatives Contingent Earn-out Payments Total (in thousands) Balance at January 1, 2015 $ 126 $ 279 $ 405 Issuances — — — Gain on revaluation of warrant derivative liabilities, net (108 ) — (108 ) Change in contingent earn-out adjustment included in interest expense — 35 35 Settlements — — — Balance at September 30, 2015 $ 18 $ 314 $ 332 Total gains (losses) included in other income and expenses attributable to liabilities still held as of September 30, 2015 $ 108 $ (35 ) $ 73 Warrant Derivatives Contingent Earn-out Payments Total (in thousands) Balance at January 1, 2014 $ 9,147 $ — $ 9,147 Issuances — 410 410 Gain on revaluation of warrant derivative liabilities, net (1,963 ) — (1,963 ) Settlements (6,821 ) — (6,821 ) Balance at September 30, 2014 $ 363 $ 410 $ 773 Total gains included in other income and expenses attributable to liabilities still held as of September 30, 2014 $ 1,277 $ — $ 1,277 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following outstanding stock options, warrants and unit warrants (on an as-converted into common stock basis) and shares issuable or contingently issuable upon conversion of restricted stock, Series 1 Convertible Preferred Stock and MTDC Notes were excluded from the computation of diluted net loss per share attributable to holders of common stock as they had antidilutive effects for the three and nine months ended September 30, 2015 and 2014: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 (in thousands) (in thousands) Common share equivalents issuable upon exercise of common stock options — 22 6 13 Common share equivalents issuable upon exercise of warrants — 995 — 432 Shares issuable upon vesting of restricted stock 441 88 371 30 Shares issuable upon conversion of Series 1 Convertible Preferred Stock — 447 — 639 Shares issuable upon conversion of MTDC Notes 3,233 1,180 3,233 1,180 Total common share equivalents excluded from denominator for diluted earnings per share computation 3,674 2,732 3,610 2,294 |
Concentrations (Tables)
Concentrations (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Risks and Uncertainties [Abstract] | |
Schedules of Concentration of Risk, by Risk Factor | Customers accounting for more than 10% of total revenues during any of the three and nine month periods ended September 30, 2015 and 2014, as well as revenues in all corresponding periods, are tabulated as follows: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 (in thousands, except percentages) (in thousands, except percentages) Customer A $ 291 14 % $ — — % $ 291 6 % $ — — % Customer B $ 221 11 % $ 30 2 % $ 629 13 % $ 55 1 % Customer C $ — — % $ 167 13 % $ 6 — % $ 167 4 % Customer D $ 125 6 % $ 125 10 % $ 375 8 % $ 375 9 % |
The Company (Details)
The Company (Details) | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Stockholders' equity, reverse stock split | On June 30, 2014, the Company effected a reverse stock split of its common stock by a ratio of one-for-ten (the “2014 Reverse Split”) | |
Stockholders' equity, reverse stock split conversion ratio | 0.1 |
Summary of Significant Accoun29
Summary of Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Accounting Policies [Abstract] | ||||
Government subsidies recognized during the period | $ 0 | $ 162,000 | $ 164,000 | $ 335,000 |
Standard product warranty, term | 1 year |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 399 | $ 55 |
Work in process | 474 | 251 |
Finished goods | 661 | 507 |
Inventories, net | $ 1,534 | $ 813 |
Goodwill and Other Intangible31
Goodwill and Other Intangible Assets - Changes in the Carrying Amount of Goodwill (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Goodwill [Roll Forward] | |
Balance at January 1, 2015 | $ 990 |
Additions | 0 |
Balance at September 30, 2015 | $ 990 |
Goodwill and Other Intangible32
Goodwill and Other Intangible Assets - Other Intangible Assets (Details) $ in Thousands | Sep. 30, 2015USD ($) |
Finite-Lived Intangible Assets [Line Items] | |
Gross Carrying Amount | $ 1,860 |
Net Accumulated Amortization | 835 |
Intangible Assets | 1,025 |
Purchased technology | |
Finite-Lived Intangible Assets [Line Items] | |
Gross Carrying Amount | 360 |
Net Accumulated Amortization | 175 |
Intangible Assets | 185 |
Customer lists and trademarks | |
Finite-Lived Intangible Assets [Line Items] | |
Gross Carrying Amount | 1,500 |
Net Accumulated Amortization | 660 |
Intangible Assets | $ 840 |
Goodwill and Other Intangible33
Goodwill and Other Intangible Assets - The Estimated Future Amortization Expenses (Details) $ in Thousands | Sep. 30, 2015USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2015 (three months remaining) | $ 113 |
2,016 | 421 |
2,017 | 314 |
2,018 | 148 |
2,019 | 29 |
Intangible Assets | $ 1,025 |
Goodwill and Other Intangible34
Goodwill and Other Intangible Assets - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization of intangible assets | $ 112 | $ 124 | $ 337 | $ 373 |
Long Term Obligations - Narrat
Long Term Obligations - Narrative (Details) | Jan. 06, 2014USD ($) | Sep. 30, 2015USD ($)capital_lease$ / sharesshares | Sep. 30, 2014USD ($) | Dec. 31, 2014USD ($) | Nov. 26, 2013USD ($) | Aug. 15, 2013USD ($) |
Long Term Obligations (Details) [Line Items] | ||||||
Notes issued | $ 0 | $ 1,100,000 | ||||
Debt instrument, maturity date, description | The IntegenX Note earned simple interest at 8% per annum over its three year term, payable on the Maturity Date. It was repayable early without premium or penalty at the Company’s option at any time and it had to be repaid within 45 days of the closing of an equity offering yielding the Company net cash proceeds of at least $15,000,000. | |||||
Capital lease obligations, number of | capital_lease | 3 | |||||
MTDC Notes | ||||||
Long Term Obligations (Details) [Line Items] | ||||||
Debt instrument, interest rate, effective percentage | 17.39% | |||||
Notes Payable | ||||||
Long Term Obligations (Details) [Line Items] | ||||||
Debt instrument, term | 3 years | |||||
Notes Payable | WGBM Notes | ||||||
Long Term Obligations (Details) [Line Items] | ||||||
Debt instrument, face amount | $ 1,400,000 | $ 6,600,000 | ||||
Debt instrument, maturity date | Aug. 15, 2020 | |||||
Long-term debt, gross | $ 5,300,000 | |||||
Notes Payable | MTDC Notes | ||||||
Long Term Obligations (Details) [Line Items] | ||||||
Debt instrument, face amount | $ 5,200,000 | $ 5,200,000 | $ 5,200,000 | |||
Long-term debt, gross | $ 2,268,000 | $ 1,996,000 | ||||
Debt instrument, interest rate, effective percentage | 17.39% | |||||
Debt instrument, payment terms, number of days required in value of common stock calculation for note settlement prior to maturity | 30 days | |||||
Share price (in dollars per share) | $ / shares | $ 1.6086 | |||||
Stock issued during period, shares, conversion of convertible securities (in shares) | shares | 3,233,000 | |||||
Proceeds from future fundraising | $ 15,000,000 | |||||
Notes Payable | Integen X Note | ||||||
Long Term Obligations (Details) [Line Items] | ||||||
Notes issued | $ 1,250,000 | |||||
Debt instrument, interest rate, stated percentage | 8.00% | |||||
Debt instrument, payment terms, mandatory repayment after equity offering, term | 45 days |
Long Term Obligations - MTDC N
Long Term Obligations - MTDC Notes (Details) - Notes Payable - MTDC Notes - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 | Nov. 26, 2013 |
MTDC Notes Payable: | |||
Face value | $ 5,200 | $ 5,200 | $ 5,200 |
Debt discount, net of accumulated amortization of $611 and $339 at September 30, 2015 and December 31, 2014, respectively | 2,932 | 3,204 | |
Accumulated amortization | 611 | 339 | |
Notes payable, net of debt discount | $ 2,268 | $ 1,996 |
Long Term Obligations - Schedu
Long Term Obligations - Schedule of Future Minimum Obligations (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Long-term Debt and Capital Lease Obligations, Including Current Maturities [Abstract] | |
2,016 | $ 192 |
2,017 | 192 |
2,018 | 63 |
Total minimum obligations | 447 |
Amounts representing interest | (21) |
Present value of future minimum payments | 426 |
Current portion of long term obligations | (178) |
Long term obligations, less current portion | $ 248 |
Preferred Stock (Details)
Preferred Stock (Details) - $ / shares | Aug. 27, 2013 | Dec. 31, 2014 | Sep. 30, 2015 |
Preferred Stock (Details) [Line Items] | |||
Preferred Stock, shared authorized | 10,000,000 | 10,000,000 | |
Preferred Stock, shares issued | 0 | 0 | |
Series 1 Convertible Preferred Stock | |||
Preferred Stock (Details) [Line Items] | |||
Preferred Stock, shared authorized | 3,663 | ||
Preferred stock, voting rights | no | ||
Preferred Stock, liquidation preference per share (in dollars per share) | $ 0.001 | ||
Convertible Preferred Stock, shares issued upon conversion | 251.53436 | ||
Ownership cap, threshold percentage | 9.98% | ||
Preferred Stock, shares issued | 2,987 | ||
Conversion of stock, shares converted | 3,633 | ||
Common Stock | |||
Preferred Stock (Details) [Line Items] | |||
Conversion of stock, shares issued | 914,000 | ||
Private Placement | Series 1 Convertible Preferred Stock | |||
Preferred Stock (Details) [Line Items] | |||
Stock issued during period, shares, new issues | 646 |
Stock Awards - Narrative (Deta
Stock Awards - Narrative (Details) | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2015USD ($)stock_award_plans$ / sharesshares | Sep. 30, 2014USD ($)$ / shares | Sep. 30, 2015USD ($)stock_award_plans$ / sharesshares | Sep. 30, 2014USD ($)$ / sharesshares | May. 12, 2015shares | Dec. 31, 2014shares | Aug. 27, 2014shares | |
Stock Awards (Details) [Line Items] | |||||||
Number of incentive plans | stock_award_plans | 3 | 3 | |||||
Outstanding units | shares | 50,000 | ||||||
Options, exercises in period | shares | 0 | 0 | |||||
Share-based compensation (in dollars) | $ | $ 149,000 | $ 175,000 | $ 1,108,000 | $ 935,000 | |||
Stock-based compensation cost not yet recognized (in dollars) | $ | $ 1,620,000 | 1,620,000 | |||||
Weighted average amortization period | 2 years 113 days | ||||||
Stock-based compensation capitalized amount | $ | $ 0 | ||||||
Maximum | |||||||
Stock Awards (Details) [Line Items] | |||||||
Award exercisable period | 10 years | ||||||
Vesting period | 4 years | ||||||
Minimum | |||||||
Stock Awards (Details) [Line Items] | |||||||
Vesting period | 3 years | ||||||
2008 Plan Amendment | Maximum | |||||||
Stock Awards (Details) [Line Items] | |||||||
Award exercisable period | 7 years | ||||||
Inducement Options | |||||||
Stock Awards (Details) [Line Items] | |||||||
Outstanding options, number (in shares) | shares | 178,000 | ||||||
Employee Stock Option | |||||||
Stock Awards (Details) [Line Items] | |||||||
Outstanding options, number (in shares) | shares | 478,000 | 478,000 | 188,000 | ||||
Options, outstanding, intrinsic value (in dollars) | $ | |||||||
Grant date intrinsic value (in dollars per share) | $ 2.56 | $ 6.33 | |||||
Employee Stock Option | Maximum | |||||||
Stock Awards (Details) [Line Items] | |||||||
Share price (in dollars per share) | $ 3.78 | $ 14 | 3.78 | $ 14 | |||
Employee Stock Option | Minimum | |||||||
Stock Awards (Details) [Line Items] | |||||||
Share price (in dollars per share) | 3.19 | 3.19 | |||||
Employee Stock Option | Common Stock | |||||||
Stock Awards (Details) [Line Items] | |||||||
Share price (in dollars per share) | $ 1.36 | $ 1.36 |
Stock Awards - Summary of Stoc
Stock Awards - Summary of Stock Option and Restricted Stock Transaction (Details) shares in Thousands | 9 Months Ended |
Sep. 30, 2015$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |
Balance at January 1, 2015 | 895 |
Granted | (499) |
Vested | 0 |
Forfeited | 81 |
Canceled | 1 |
Balance at June 30, 2015 | 478 |
Employee Stock Option | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |
Balance at January 1, 2015 | 188 |
Balance at January 1, 2015 (in dollars per share) | $ / shares | $ 27.35 |
Granted | 361 |
Granted (in dollars per share) | $ / shares | $ 3.43 |
Vested | 0 |
Vested (in dollars per share) | $ / shares | $ 0 |
Forfeited | (70) |
Forfeited (in dollars per share) | $ / shares | $ 4.62 |
Canceled | (1) |
Canceled (in dollars per share) | $ / shares | $ 365.81 |
Balance at June 30, 2015 | 478 |
Balance at June 30, 2015 (in dollars per share) | $ / shares | $ 12.22 |
Restricted Stock | |
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward] | |
Balance at January 1, 2015 | 225 |
Balance at January 1, 2015 (in dollars per share) | $ / shares | $ 4.54 |
Granted | 337 |
Granted (in dollars per share) | $ / shares | $ 4.03 |
Vested | (71) |
Vested (in dollars per share) | $ / shares | $ 4.54 |
Forfeited | (57) |
Forfeited (in dollars per share) | $ / shares | $ 4.25 |
Canceled | 0 |
Canceled (in dollars per share) | $ / shares | $ 0 |
Balance at June 30, 2015 | 434 |
Balance at June 30, 2015 (in dollars per share) | $ / shares | $ 4.18 |
Stock Awards - Valuation Assum
Stock Awards - Valuation Assumptions (Details) - Employee Stock Option | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rate, minimum | 1.25% | 1.43% |
Risk-free interest rate, maximum | 1.44% | 1.57% |
Expected remaining term | 4 years 9 months | |
Expected volatility, minimum | 106.11% | 93.89% |
Expected volatility, maximum | 119.36% | 105.97% |
Dividend yield | 0.00% | 0.00% |
Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected remaining term | 3 years 6 months 18 days | |
Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected remaining term | 4 years 6 months |
Warrants - Summary of Outstand
Warrants - Summary of Outstanding Common Stock Warrants (Details) shares in Thousands | 9 Months Ended |
Sep. 30, 2015$ / sharesshares | |
Class of Warrant or Right [Line Items] | |
Securities Into Which Warrants are Convertible | Total |
Total Warrants Outstanding | 5,333 |
Warrants Recorded as Liabilities | 111 |
Warrant A | |
Class of Warrant or Right [Line Items] | |
Securities Into Which Warrants are Convertible | Common stock |
Total Warrants Outstanding | 4,600 |
Warrants Recorded as Liabilities | 0 |
Exercise Price (in dollars per share) | $ / shares | $ 5 |
Expiration Date | August 2019 |
Warrant B | |
Class of Warrant or Right [Line Items] | |
Securities Into Which Warrants are Convertible | Common stock |
Total Warrants Outstanding | 120 |
Warrants Recorded as Liabilities | 0 |
Exercise Price (in dollars per share) | $ / shares | $ 6.25 |
Expiration Date | August 2017 |
Warrant C | |
Class of Warrant or Right [Line Items] | |
Securities Into Which Warrants are Convertible | Common stock |
Total Warrants Outstanding | 613 |
Warrants Recorded as Liabilities | 111 |
Exercise Price (in dollars per share) | $ / shares | $ 26 |
Expiration Date | August and September 2018 |
Warrants - Narrative (Details)
Warrants - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | |||||
Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | |
Warrants (Details) [Line Items] | ||||||
Warrants issued to purchase shares of common stock | 111,000 | |||||
Class of warrant or right, outstanding | 5,333,000 | |||||
Warrant Derivatives | ||||||
Warrants (Details) [Line Items] | ||||||
Derivative liability (in dollars) | $ 18 | $ 363 | $ 126 | $ 9,147 | ||
Share price (in dollars per share) | $ 1.36 | $ 4.35 | ||||
Increase (decrease) in derivative liabilities (in dollars) | $ (108) | $ (1,963) | ||||
Warrants Expire In August And September 2018 | ||||||
Warrants (Details) [Line Items] | ||||||
Warrant units, outstanding | 25.88 | |||||
Unit warrants, number recorded as liability | 0.35 | |||||
Purchase price of warrants per unit (in dollars per share) | $ 50,000 | |||||
Warrants issued to purchase shares of common stock | 1,250 | |||||
Class of warrant or right, number of securities called by each warrant or right | 1 | |||||
Class of warrant or right, exercise price of warrants or rights (in dollars per share) | $ 26 | |||||
Warrants Expire In August And September 2018 | Warrants Amendment Terms | ||||||
Warrants (Details) [Line Items] | ||||||
Warrant units, outstanding | 2.99 | 22.54 | ||||
Class of warrant or right, outstanding | 89,000 | 413,000 | ||||
Warrants not settleable in cash, fair value disclosure (in dollars) | $ 712 | $ 6,109 | ||||
Warrants Expire In August And September 2018 | Common Stock | ||||||
Warrants (Details) [Line Items] | ||||||
Warrants issued to purchase shares of common stock | 2,500 |
Warrants - Aggregate Fair Valu
Warrants - Aggregate Fair Value of Such Warrants (Details) - Warrant Derivatives | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Assumption for Fair Value as of Balance Sheet Date of Assets or Liabilities that relate to Transferor's Continuing Involvement [Line Items] | ||
Dividend yield | 0.00% | 0.00% |
Minimum | ||
Assumption for Fair Value as of Balance Sheet Date of Assets or Liabilities that relate to Transferor's Continuing Involvement [Line Items] | ||
Risk-free interest rate | 0.81% | 0.02% |
Expected remaining term (in years) | 2 years 7 months 13 days | 2 months 23 days |
Expected volatility | 106.20% | 118.65% |
Maximum | ||
Assumption for Fair Value as of Balance Sheet Date of Assets or Liabilities that relate to Transferor's Continuing Involvement [Line Items] | ||
Risk-free interest rate | 0.84% | 1.28% |
Expected remaining term (in years) | 2 years 8 months 12 days | 3 years 7 months 6 days |
Expected volatility | 109.95% | 140.41% |
Fair Value of Financial Instr45
Fair Value of Financial Instruments - Company's Liabilities Measured at Fair Value (Details) - Fair Value, Measurements, Recurring [Member] - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Recurring Financial Liabilities: | ||
Warrant derivative liabilities | $ 18 | $ 126 |
Contingent earn-out payments | 314 | 279 |
Total liabilities | 332 | 405 |
Level 1 | ||
Recurring Financial Liabilities: | ||
Warrant derivative liabilities | 0 | 0 |
Contingent earn-out payments | 0 | 0 |
Total liabilities | 0 | 0 |
Level 2 | ||
Recurring Financial Liabilities: | ||
Warrant derivative liabilities | 0 | 0 |
Contingent earn-out payments | 0 | 0 |
Total liabilities | 0 | 0 |
Level 3 | ||
Recurring Financial Liabilities: | ||
Warrant derivative liabilities | 18 | 126 |
Contingent earn-out payments | 314 | 279 |
Total liabilities | $ 332 | $ 405 |
Fair Value of Financial Instr46
Fair Value of Financial Instruments - Reconciliation of All Liabilities Measured at Fair Value (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance at January 1, 2015 | $ 405 | $ 9,147 |
Issuances | 0 | 410 |
Gain on revaluation of warrant derivative liabilities, net | (108) | (1,963) |
Change in contingent earn-out adjustment included in interest expense | 35 | |
Settlements | 0 | (6,821) |
Balance at September 30, 2015 | 332 | 773 |
Total gains (losses) included in other income and expenses attributable to liabilities still held as of September 30, 2015 | 73 | 1,277 |
Warrant Derivatives | Warrant Derivatives | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance at January 1, 2015 | 126 | 9,147 |
Issuances | 0 | 0 |
Gain on revaluation of warrant derivative liabilities, net | (108) | (1,963) |
Change in contingent earn-out adjustment included in interest expense | 0 | |
Settlements | 0 | (6,821) |
Balance at September 30, 2015 | 18 | 363 |
Total gains (losses) included in other income and expenses attributable to liabilities still held as of September 30, 2015 | 108 | 1,277 |
Contingent Earn-out Payments | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance at January 1, 2015 | 279 | 0 |
Issuances | 0 | 410 |
Gain on revaluation of warrant derivative liabilities, net | 0 | 0 |
Change in contingent earn-out adjustment included in interest expense | 35 | |
Settlements | 0 | 0 |
Balance at September 30, 2015 | 314 | 410 |
Total gains (losses) included in other income and expenses attributable to liabilities still held as of September 30, 2015 | $ (35) | $ 0 |
Fair Value of Financial Instr47
Fair Value of Financial Instruments - Narrative (Details) - USD ($) $ in Millions | Jan. 06, 2014 | Jan. 31, 2014 | Sep. 30, 2015 | Dec. 31, 2014 |
Fair Value of Financial Instruments (Details) [Line Items] | ||||
Fair value inputs, discount rate | 14.00% | 14.00% | 14.00% | |
Maximum | ||||
Fair Value of Financial Instruments (Details) [Line Items] | ||||
Business combination, contingent consideration, percentage of revenue | 20.00% | |||
Fair value inputs, estimated future annual revenue | $ 9.9 | $ 7.7 | $ 7.7 | |
Minimum | ||||
Fair Value of Financial Instruments (Details) [Line Items] | ||||
Fair value inputs, estimated future annual revenue | $ 4 | $ 3.4 | $ 3.4 |
Net Loss Per Share (Details)
Net Loss Per Share (Details) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Common Share equivalents excluded from denominator for diluted earnings per share computation | 3,674 | 2,732 | 3,610 | 2,294 |
Equity Option | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Common Share equivalents excluded from denominator for diluted earnings per share computation | 0 | 22 | 6 | 13 |
Warrant | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Common Share equivalents excluded from denominator for diluted earnings per share computation | 0 | 995 | 0 | 432 |
Restricted Stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Common Share equivalents excluded from denominator for diluted earnings per share computation | 441 | 88 | 371 | 30 |
Series 1 Convertible Preferred Stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Common Share equivalents excluded from denominator for diluted earnings per share computation | 0 | 447 | 0 | 639 |
MTDC | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Common Share equivalents excluded from denominator for diluted earnings per share computation | 3,233 | 1,180 | 3,233 | 1,180 |
Concentrations (Details)
Concentrations (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Concentration Risk [Line Items] | |||||
Provision for doubtful accounts | $ 0 | $ 0 | |||
Revenue, major customer | $ 2,010,000 | $ 1,250,000 | 4,766,000 | $ 4,389,000 | |
Total revenues | Customer Concentration Risk | |||||
Concentration Risk [Line Items] | |||||
Revenue, major customer, percentage | 10.00% | ||||
Total revenues | Customer A | Customer Concentration Risk | |||||
Concentration Risk [Line Items] | |||||
Revenue, major customer | $ 291,000 | $ 0 | $ 291,000 | $ 0 | |
Revenue, major customer, percentage | 14.00% | 0.00% | 6.00% | 0.00% | |
Total revenues | Customer B | Customer Concentration Risk | |||||
Concentration Risk [Line Items] | |||||
Revenue, major customer | $ 221,000 | $ 30,000 | $ 629,000 | $ 55,000 | |
Revenue, major customer, percentage | 11.00% | 2.00% | 13.00% | 1.00% | |
Total revenues | Customer C | Customer Concentration Risk | |||||
Concentration Risk [Line Items] | |||||
Revenue, major customer | $ 0 | $ 167,000 | $ 6,000 | $ 167,000 | |
Revenue, major customer, percentage | 0.00% | 13.00% | 0.00% | 4.00% | |
Total revenues | Customer D | Customer Concentration Risk | |||||
Concentration Risk [Line Items] | |||||
Revenue, major customer | $ 125,000 | $ 125,000 | $ 375,000 | $ 375,000 | |
Revenue, major customer, percentage | 6.00% | 10.00% | 8.00% | 9.00% |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Thousands | Oct. 21, 2015 | Sep. 30, 2015 | Sep. 30, 2014 |
Subsequent Event [Line Items] | |||
Net proceeds from issuance of common stock, preferred stock and warrants | $ 0 | $ 17,972 | |
Warrants issued to purchase shares of common stock | 111,000 | ||
Subsequent Event | |||
Subsequent Event [Line Items] | |||
Net proceeds from issuance of common stock, preferred stock and warrants | $ 15,700 | ||
Stock issuance costs | $ 1,600 | ||
Exercise Price (in dollars per share) | $ 1.44 | ||
Period the warrants are exercisable | 5 years | ||
Common Stock | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Stock issued during period, shares, new issues | 6,170,000 | ||
Warrants issued to purchase shares of common stock | 17,250,000 | ||
Convertible Preferred Stock, shares issued upon conversion | 11,080,000 | ||
Series 2 Convertible Preferred Stock | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Stock issued during period, shares, new issues | 1,108 | ||
Over-Allotment Option | Common Stock | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Warrants issued to purchase shares of common stock | 2,250,000 | ||
Underwriters | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Warrants issued to purchase shares of common stock | 450,000 | ||
Exercise Price (in dollars per share) | $ 1.44 | ||
Period the warrants are exercisable | 3 years |