Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2013 | Nov. 15, 2013 | |
Document and Entity Information | ' | ' |
Entity Registrant Name | 'VERACYTE, INC. | ' |
Entity Central Index Key | '0001384101 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 30-Sep-13 | ' |
Amendment Flag | 'false | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Current Reporting Status | 'No | ' |
Entity Filer Category | 'Non-accelerated Filer | ' |
Entity Common Stock, Shares Outstanding | ' | 21,035,046 |
Document Fiscal Year Focus | '2013 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
CONDENSED_BALANCE_SHEETS
CONDENSED BALANCE SHEETS (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $15,426 | $14,002 |
Accounts receivable, net of allowance of $364 and $222 as of September 30, 2013 and December 31, 2012 | 714 | 569 |
Supplies inventory | 1,392 | 1,050 |
Prepaid expenses and other current assets | 2,938 | 710 |
Restricted cash | ' | 50 |
Total current assets | 20,470 | 16,381 |
Property and equipment, net | 2,826 | 2,446 |
Restricted cash | 118 | 118 |
Other assets | 157 | 122 |
Total assets | 23,571 | 19,067 |
Current liabilities: | ' | ' |
Accounts payable | 5,604 | 1,888 |
Accrued liabilities | 4,416 | 4,020 |
Deferred Genzyme co-promotion fee | 2,500 | 2,500 |
Preferred stock liability | ' | 583 |
Total current liabilities | 12,520 | 8,991 |
Long-term debt, net of discount | 4,863 | ' |
Deferred rent, net of current portion | 250 | 61 |
Preferred stock warrant liability | 252 | ' |
Deferred Genzyme co-promotion fee, net of current portion | 3,239 | 5,114 |
Total liabilities | 21,124 | 14,166 |
Commitments and contingencies | ' | ' |
Convertible preferred stock; $0.001 par value, 60,187,700 and 59,147,999 shares authorized at September 30, 2013 (unaudited) and December 31, 2012, respectively; 59,989,268 and 53,084,507 shares issued and outstanding at September 30, 2013 (unaudited) and December 31, 2012, respectively | 79,022 | 63,372 |
Stockholders' (deficit) equity: | ' | ' |
Common stock, $0.001 par value; 77,000,000 shares authorized; 992,578 and 667,684 shares issued and outstanding at September 30, 2013 (unaudited) and December 31, 2012, respectively | 1 | 1 |
Additional paid-in capital | 3,181 | 1,597 |
Accumulated deficit | -79,757 | -60,069 |
Total stockholders' (deficit) equity | -76,575 | -58,471 |
Total liabilities, convertible preferred stock, and stockholders' (deficit) equity | $23,571 | $19,067 |
CONDENSED_BALANCE_SHEETS_Paren
CONDENSED BALANCE SHEETS (Parenthetical) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, except Share data, unless otherwise specified | ||
CONDENSED BALANCE SHEETS | ' | ' |
Accounts receivable, allowance (in dollars) | $364 | $222 |
Convertible preferred stock, par value (in dollars per share) | $0.00 | $0.00 |
Convertible preferred stock, shares authorized | 60,187,700 | 59,147,999 |
Convertible preferred stock, shares issued | 59,989,268 | 53,084,507 |
Convertible preferred stock, shares outstanding | 59,989,268 | 53,084,507 |
Common stock, par value (in dollars per share) | $0.00 | $0.00 |
Common stock, shares authorized | 77,000,000 | 77,000,000 |
Common stock, shares issued | 992,578 | 667,684 |
Common stock, shares outstanding | 992,578 | 667,684 |
CONDENSED_STATEMENTS_OF_OPERAT
CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS | ' | ' | ' | ' |
Revenue | $5,594 | $3,224 | $15,046 | $7,171 |
Operating expenses: | ' | ' | ' | ' |
Cost of revenue | 3,132 | 1,984 | 9,136 | 4,984 |
Research and development | 2,028 | 1,729 | 5,940 | 4,887 |
Selling and marketing | 3,291 | 2,347 | 8,609 | 5,392 |
General and administrative | 3,244 | 2,103 | 8,772 | 5,721 |
Total operating expenses | 11,695 | 8,163 | 32,457 | 20,984 |
Loss from operations | -6,101 | -4,939 | -17,411 | -13,813 |
Interest expense | -126 | ' | -131 | ' |
Other income (expense), net | -76 | 1 | -2,146 | 1 |
Net loss and comprehensive loss | ($6,303) | ($4,938) | ($19,688) | ($13,812) |
Net loss per common share, basic and diluted (in dollars per share) | ($6.59) | ($7.49) | ($22.87) | ($21.40) |
Shares used to compute net loss per common share, basic and diluted (in shares) | 955,890 | 659,129 | 860,957 | 645,306 |
CONDENSED_STATEMENTS_OF_CASH_F
CONDENSED STATEMENTS OF CASH FLOWS (USD $) | 9 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | |
Operating activities | ' | ' |
Net loss | ($19,688,000) | ($13,812,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' |
Depreciation and amortization | 717,000 | 526,000 |
Bad debt expense | 184,000 | 144,000 |
Genzyme co-promotion fee amortization | -1,875,000 | -1,761,000 |
Stock-based compensation | 851,000 | 458,000 |
Equity-based compensation | ' | 203,000 |
Amortization of debt discount and issuance costs | 28,000 | ' |
Interest on debt balloon payment | 21,000 | ' |
Change in value of preferred stock liability | 2,070,000 | ' |
Change in value of preferred stock warrant liability | 77,000 | ' |
Changes in operating assets and liabilities: | ' | ' |
Accounts receivables | -329,000 | -482,000 |
Supplies inventory | -342,000 | -488,000 |
Prepaid expenses and current other assets | -2,183,000 | -287,000 |
Other assets | 32,000 | -58,000 |
Accounts payable | 3,813,000 | 747,000 |
Accrued liabilities and deferred rent | 763,000 | 1,531,000 |
Deferred Genzyme co-promotion fee | ' | 10,000,000 |
Net cash used in operating activities | -15,861,000 | -3,279,000 |
Investing activities | ' | ' |
Purchases of property and equipment | -1,061,000 | -912,000 |
Change in restricted cash | 50,000 | ' |
Net cash used in investing activities | -1,011,000 | -912,000 |
Financing activities | ' | ' |
Proceeds from the issuance of long-term debt, net of debt issuance costs | 4,877,000 | ' |
Proceeds from issuance of redeemable convertible preferred stock, net of issuance costs | 12,945,000 | ' |
Proceeds from the exercise of common stock options | 474,000 | 66,000 |
Net cash provided by financing activities | 18,296,000 | 66,000 |
Net increase (decrease) in cash and cash equivalents | 1,424,000 | -4,125,000 |
Cash and cash equivalents at beginning of period | 14,002,000 | 7,566,000 |
Cash and cash equivalents at end of period | $15,426,000 | $3,441,000 |
Organization_and_Summary_of_Si
Organization and Summary of Significant Accounting Policies | 9 Months Ended | |||||
Sep. 30, 2013 | ||||||
Organization and Summary of Significant Accounting Policies | ' | |||||
Organization and Summary of Significant Accounting Policies | ' | |||||
1. Organization and Summary of Significant Accounting Policies | ||||||
Veracyte, Inc. (the “Company”) was incorporated in the state of Delaware on August 15, 2006 as Calderome, Inc. Calderome operated as an incubator until early 2008. On March 4, 2008, the Company changed its name to Veracyte, Inc. Veracyte is a diagnostics company pioneering the field of molecular cytology to improve patient outcomes and lower healthcare costs. The Company specifically targets diseases that often require invasive procedures for an accurate diagnosis — diseases where many healthy patients undergo costly interventions that ultimately prove unnecessary. The Company improves the accuracy of diagnosis at an earlier stage of patient care by deriving clinically actionable genomic information from cytology samples collected in an outpatient setting. The Company’s first commercial solution, the Afirma Thyroid FNA Analysis, includes as its centerpiece the Gene Expression Classifier (“GEC”). The GEC helps physicians reduce the number of unnecessary surgeries by employing a proprietary 142-gene signature to preoperatively determine whether thyroid nodules previously classified by cytopathology as indeterminate can be reclassified as benign. The Company’s operations are based in South San Francisco, California and Austin, Texas, and it operates in one segment. | ||||||
Initial Public Offering | ||||||
On November 4, 2013, the Company completed an initial public offering (“IPO”) of its common stock. In connection with its IPO, the Company issued and sold 5,000,000 shares of its common stock at a price to the public of $13.00 per share. As a result of the IPO, the Company received approximately $57.9 million in net proceeds, after deducting underwriting discounts and commissions of $4.6 million and estimated offering expenses of $2.5 million payable by the Company. The condensed financial statements, including share and per share amounts, do not give effect to the IPO. | ||||||
Reverse Stock Split | ||||||
On October 9, 2013, the Company filed a Certificate of Amendment to its Fourth Amended and Restated Certificate of Incorporation to effect a four-for-one reverse stock split of its outstanding common stock. The par value per share and the authorized number of shares of common stock and preferred stock were not adjusted as a result of the reverse stock split. All issued and outstanding shares of common stock, options to purchase common stock and related per share amounts contained in the unaudited interim condensed financial statements have been retroactively adjusted to reflect the reverse stock split for all periods presented. A proportional adjustment to the conversion ratio for each series of convertible preferred stock was also effected in connection with the reverse stock split. The unaudited interim condensed financial statements have not been retroactively adjusted to give effect to the conversion of the preferred stock into 0.25 of a share of common stock upon the closing of the IPO. | ||||||
Basis of Presentation | ||||||
The accompanying unaudited interim condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information in accordance with Securities and Exchange Commissions (“SEC”) instructions for interim financial reporting and assume the Company will continue as a going concern. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. The financial information for the three and nine months ended September 30, 2013 and 2012 is unaudited but includes all adjustments (consisting of only normal recurring adjustments), which the Company considers necessary for a fair presentation of the results of operations for those periods. Interim results are not necessarily indicative of results for the full fiscal year. | ||||||
The unaudited interim condensed financial statements and related financial information should be read in conjunction with the audited financial statements and the related notes thereto for the year ended December 31, 2012 included in the Registration Statement on Form S-1 (No. 333-191282) filed by the Company with the SEC on September 20, 2013, as amended. | ||||||
Use of Estimates | ||||||
The preparation of unaudited interim condensed financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Significant items subject to such estimates include: revenue recognition; allowance for doubtful accounts; the useful lives of property and equipment; the recoverability of long-lived assets; the determination of fair value of the Company’s common stock, stock options, and preferred stock liability; income tax uncertainties, including a valuation allowance for deferred tax assets; and contingencies. The Company bases these estimates on historical and anticipated results, trends, and various other assumptions that the Company believes are reasonable under the circumstances, including assumptions as to future events. These estimates form the basis for making judgments about the carrying values of assets and liabilities and recorded revenue and expenses that are not readily apparent from other sources. Actual results could differ from those estimates and assumptions. | ||||||
Concentrations of Credit Risk and Other Risks and Uncertainties | ||||||
The Company’s cash and cash equivalents are deposited with two major financial institutions in the United States of America. Deposits in these institutions may exceed the amount of insurance provided on such deposits. The Company has not experienced any losses on its deposits of cash and cash equivalents. | ||||||
Several of the components of the Company’s sample collection kit and test reagents are obtained from single source suppliers. If these single source suppliers fail to satisfy the Company’s requirements on a timely basis, it could suffer delays in being able to deliver Afirma, a possible loss of revenue, or incur higher costs, any of which could adversely affect its operating results. | ||||||
The Company is also subject to credit risk from its accounts receivable related to its sales of Afirma. The Company generally does not perform evaluations of customers’ financial condition and generally does not require collateral. All of the Company’s accounts receivables are derived from sales of Afirma in the United States. | ||||||
As of September 30, 2013 and 2012, all of the Company’s revenue is derived from the sale of Afirma. To date, Afirma has been available only to physicians in the United States. The Company’s significant third-party payers and their related revenue as a percentage of revenue were as follows: | ||||||
Nine Months | ||||||
Ended | ||||||
September 30, | ||||||
2013 | 2012 | |||||
Medicare | 33% | 35% | ||||
Aetna | 8% | 13% | ||||
United Healthcare | 17% | 12% | ||||
58% | 60% | |||||
Accounts receivable from Medicare amounted to 79% and 87% of gross receivables as of September 30, 2013 and December 31, 2012, respectively. No other third-party payer represented more than 10% of the Company’s revenues or accounts receivable balances for these periods. | ||||||
Cash and Cash Equivalents | ||||||
Cash and cash equivalents consist of all highly liquid investments with original maturities of three months or less from the date of purchase. Cash equivalents consist primarily of amounts invested in money market accounts. | ||||||
Restricted Cash | ||||||
At September 30, 2013 and December 31, 2012, deposits of $118,000 and $168,000 were restricted from withdrawal and held by a bank in the form of certificates of deposit and collateral for letters of credit. The balances at September 30, 2013 and December 31, 2012 consisted of a $118,000 letter of credit related to security for the lease of office space. In addition, the balances at December 31, 2012 also included a certificate of deposit of $50,000 held as collateral for payment of the Company’s credit cards. | ||||||
Allowance for Doubtful Accounts | ||||||
The Company accrues an allowance for doubtful accounts against its accounts receivable based on estimates consistent with historical collection experience in relation to amounts billed. Bad debt expense is included in general and administrative expense on the Company’s statements of operations and comprehensive loss. Accounts receivable are written off against the allowance when the claims appeals process is exhausted or when there is other substantive evidence that the account will not be paid. The Company’s allowance for doubtful accounts as of September 30, 2013 and December 31, 2012 was $364,000 and $222,000, respectively. The provision for bad debt expense was $66,000 and $58,000 for the three months ended September 30, 2013 and 2012, respectively, and $184,000 and $144,000 for the nine months ended September 30, 2013 and 2012, respectively. There were $34,000 in write-offs for doubtful accounts against the allowance during the nine months ended September 30, 2013. | ||||||
Supplies Inventory | ||||||
Supplies inventory consists of test reagents and other consumables used in the sample collection kits and in the performance of testing services for cytopathology and for the GEC. Supplies inventory is valued at the lower of cost or market value. Cost is determined using actual costs on a first-in, first-out basis. | ||||||
Internal-use Software | ||||||
Capitalized software costs consist of third-party costs incurred in the application development stage to design and implement the software that is used in the GEC. Costs incurred in the development of software are capitalized and amortized over an estimated useful life of three years on a straight line basis. During the nine months ended September 30, 2013 and 2012, the Company capitalized $211,000 and $173,000 of software development costs, respectively. Capitalized software is classified as part of property and equipment, and had a net book value of $321,000 and $184,000 as of September 30, 2013 and December 31, 2012, respectively. | ||||||
Bonus Accruals | ||||||
The Company accrues for liabilities under discretionary employee and executive bonus plans. These estimated compensation liabilities are based on progress against corporate objectives approved by the Board of Directors, compensation levels of eligible individuals, and target bonus percentage levels. The Board of Directors and the Compensation Committee of the Board of Directors review and evaluate the performance against these objectives and ultimately determine what discretionary payments are made. At September 30, 2013 and December 31, 2012, the Company accrued $639,000 and $671,000, respectively, for liabilities associated with these employee and executive bonus plans. | ||||||
Revenue Recognition | ||||||
The Company’s revenue is generated from the provision of diagnostic services using its Afirma solution. Service is completed upon the delivery of test results to the prescribing physician which triggers the billing for the service. The Company recognizes revenue related to billings for commercial carriers or governmental programs subject to contractual arrangements and when there is a predictable pattern of collectability on an accrual basis, net of contractual adjustments. These contractual adjustments represent the difference between the list price (the billing rate) and the reimbursement rate set by commercial or governmental payers. Until a contract has been negotiated with a commercial carrier or governmental program, the Afirma solution may or may not be covered by these entities’ existing reimbursement policies. In addition, patients do not enter into direct agreements with us that commit them to pay any portion of the cost of the tests in the event that their insurance declines to reimburse the Company. In the absence of an agreement or other clearly enforceable legal right to demand payment, when test services are provided to patients with non-contracted insurance carriers or no insurance, the related revenue is only recognized upon the earlier of payment notification, if applicable, or cash receipt. | ||||||
For all services performed, the Company considers whether or not the following revenue recognition criteria are met: persuasive evidence of an arrangement exists; delivery has occurred or services have been rendered; the fee is fixed or determinable; and collectability is reasonably assured. | ||||||
Persuasive evidence of an arrangement exists and delivery is deemed to have occurred upon delivery of a patient report to the prescribing physician. The assessment of the fixed or determinable nature of the fees charged for testing performed and the collectability of those fees require significant judgment by management. Management believes that these two criteria have been met when there is contracted reimbursement coverage and/or a predictable pattern of collectability with individual third-party payers and accordingly, recognizes revenue upon delivery of the patient report. Some patients have out-of-pocket costs for amounts not covered by their insurance carrier, and the Company may bill the patient directly for these amounts in the form of co-payments and co-insurance in accordance with their insurance carrier and health plans. Some payers may not cover the GEC as ordered by the prescribing physician under their reimbursement policies. The Company pursues reimbursement from such patients on a case-by-case basis. In the absence of contracted reimbursement coverage or a predictable pattern and history of collectability, the Company believes that the fee is fixed or determinable and collectability is reasonably assured only upon receipt of third-party payer notification of payment or when cash is received and accordingly, recognizes revenue at that time. | ||||||
Net Loss per Common Share | ||||||
Basic net loss per common share is calculated by dividing net loss for the period by the weighted-average number of common shares outstanding during the period, without consideration of common stock equivalents. Diluted net loss per common share is computed by dividing the loss for the period by the weighted-average number of common share equivalents outstanding for the period determined using the treasury stock method. Potentially dilutive securities consisting of convertible preferred stock and options to purchase common stock are considered to be common stock equivalents and were excluded from the calculation of diluted net loss per common share because their effect would be antidilutive for all periods presented. | ||||||
Recent Accounting Pronouncements | ||||||
In February 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income. This ASU requires reporting and disclosure about changes in accumulated other comprehensive income balances and reclassifications out of accumulated other comprehensive income. The Company adopted this guidance as of January 1, 2013 on a prospective basis and the adoption did not have a material effect on the Company’s financial statements as the Company does not have comprehensive income (loss). | ||||||
In June 2011, the FASB issued authoritative guidance requiring companies to present items of net income, items of other comprehensive income and total comprehensive income in one continuous statement or two consecutive statements. This guidance eliminates the option for companies to present other comprehensive income in the statement of stockholders’ equity. The Company adopted this guidance as of January 1, 2012. As this guidance provides only presentation requirements, the adoption of this guidance did not impact the Company’s financial condition or results of operations. | ||||||
In May 2011, the FASB issued authoritative guidance to achieve common fair value measurement and disclosure requirements between U.S. GAAP and International Financial Reporting Standards. This new literature amends current fair value measurement and disclosure guidance to include increased transparency around valuation inputs and investment categorization. The guidance is effective for fiscal years and interim periods beginning after December 15, 2011. The Company adopted this standard as of January 1, 2012, as reflected in Note 3 to the unaudited interim condensed financial statements. |
Accrued_Liabilities
Accrued Liabilities | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Accrued Liabilities | ' | |||||||
Accrued Liabilities | ' | |||||||
2. Accrued Liabilities | ||||||||
Accrued liabilities consist of the following (in thousands): | ||||||||
September 30, 2013 | December 31, 2012 | |||||||
Accrued compensation expenses | $ | 1,248 | $ | 1,360 | ||||
Accrued consulting fees | 42 | 28 | ||||||
Accrued legal and professional fees | 294 | 84 | ||||||
Accrued Genzyme co-promotion fees | 2,322 | 2,175 | ||||||
Accrued other | 510 | 373 | ||||||
Accrued liabilities | $ | 4,416 | $ | 4,020 |
Fair_Value_Measurements
Fair Value Measurements | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
Fair Value Measurements | ' | |||||||||||||
Fair Value Measurements | ' | |||||||||||||
3. Fair Value Measurements | ||||||||||||||
The Company records its financial assets and liabilities at fair value. The carrying amounts of certain financial instruments of the Company, including cash and cash equivalents, prepaid expenses and other current assets, accounts payable and accrued liabilities, approximate fair value due to their relatively short maturities. The carrying value of long-term debt approximates its fair value because the interest rate approximates market rates that the Company could obtain for debt with similar terms. The accounting guidance for fair value provides a framework for measuring fair value, clarifies the definition of fair value, and expands disclosures regarding fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The accounting guidance establishes a three-tiered hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value as follows: | ||||||||||||||
· Level I: Inputs which include quoted prices in active markets for identical assets and liabilities. | ||||||||||||||
· Level II: Inputs other than Level I that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. | ||||||||||||||
· Level III: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. | ||||||||||||||
The Company’s financial assets and liabilities subject to fair value measurements on a recurring basis and the level of inputs used in such measurements were as follows (in thousands): | ||||||||||||||
September 30, 2013 | ||||||||||||||
Level I | Level II | Level III | Total | |||||||||||
Financial Assets: | ||||||||||||||
Money market funds | $ | 15,078 | $ | — | $ | — | $ | 15,078 | ||||||
Total financial assets | $ | 15,078 | $ | — | $ | — | $ | 15,078 | ||||||
Financial Liabilities: | ||||||||||||||
Preferred stock warrant liability | $ | — | $ | — | $ | 252 | $ | 252 | ||||||
Total financial liabilities | $ | — | $ | — | $ | 252 | $ | 252 | ||||||
December 31, 2012 | ||||||||||||||
Level I | Level II | Level III | Total | |||||||||||
Financial Assets: | ||||||||||||||
Money market funds | $ | 12,830 | $ | — | $ | — | $ | 12,830 | ||||||
Total financial assets | $ | 12,830 | $ | — | $ | — | $ | 12,830 | ||||||
Financial Liabilities: | ||||||||||||||
Preferred stock liability | $ | — | $ | — | $ | 583 | $ | 583 | ||||||
Total financial liabilities | $ | — | $ | — | $ | 583 | $ | 583 | ||||||
The Company’s Level III liabilities consist of a preferred stock liability and a preferred stock warrant liability (see Note 5). The following table sets forth a summary of the changes in the fair value of the Company’s Level III financial liabilities, which are measured on a recurring basis (in thousands): | ||||||||||||||
Balance as of December 31, 2012 | $ | 583 | ||||||||||||
Change in fair value of preferred stock liability recorded in other income (expense), net | 2,070 | |||||||||||||
Settlement of preferred stock liability | (2,653 | ) | ||||||||||||
Fair value of preferred stock warrant liability | 175 | |||||||||||||
Change in fair value of preferred stock warrant liability recorded in other income (expense), net | 77 | |||||||||||||
Balance as of September 30, 2013 | $ | 252 | ||||||||||||
In November 2012, the Company recorded a preferred stock liability as investors received the right to purchase from the Company, on the same terms, additional shares of Series C convertible preferred stock, in a second tranche. As the investors hold a majority of the board seats, the decision to complete the second tranche was deemed to be outside the control of the Company. The preferred stock liability was valued using the option-pricing method, which resulted in an initial fair value of $0.9 million for the Company’s obligation to sell the convertible preferred stock. In June 2013, the Company settled the preferred stock liability upon completion of the sale of the second tranche of Series C convertible preferred stock. Immediately prior to settlement, the Company revalued the preferred stock liability to $2.7 million and recorded other expense of $2.1 million related to the change in value of the liability through that date. The preferred stock liability was valued using the option-pricing method with the following assumptions: 100% probability of success of the second tranche, fair value of Series C preferred stock of $2.39, a term of 0.003 years and expected volatility of 36.4%. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2013 | |
Debt | ' |
Debt | ' |
4. Debt | |
In June 2013, the Company entered into a loan and security agreement with a financial institution to fund its working capital and other general corporate needs. The agreement provided for term loans of up to $10.0 million in aggregate. The Company drew down $5.0 million in funds under the agreement in June 2013. The Company is required to repay the outstanding principal in 30 equal installments beginning 18 months after the date of the borrowing. The loan bears interest at a rate of 6.06% per annum. The loan carries prepayment penalties of 2.25% and 1.5% for prepayment within one and two years, respectively, of the loan origination and 0.75% thereafter. | |
Upon execution of the loan and security agreement, the Company issued the financial institution a warrant to purchase shares of Series C convertible preferred stock at $1.89 per share (See Note 5). At the time of issuance, the aggregate fair value of the warrant for the 99,206 shares exercisable under the warrant was $175,000. The fair value of the warrant was carved out from total proceeds, resulting in a debt discount to be amortized to interest expense over 48 months, through the maturity date of the initial loan, using the effective interest rate method, and was recorded as a preferred stock warrant liability. The end of term payment of $223,000 representing 4.45% of the total outstanding principal balance will be accreted over the life of the loan as interest expense. As a result of the debt discount and the end of term payment, the effective interest rate for the loan differs from the contractual rate. Interest expense related to the amortization of the debt discount and accretion of the end of term payment was $36,000 and $38,000 for the three and nine months ended September 30, 2013, respectively. | |
The Company may request a second term loan of up to $5.0 million on or prior to March 31, 2014. The Company’s obligations under the loan and security agreement are secured by a security interest on substantially all of its assets, excluding its intellectual property and certain other assets. The loan and security agreement contains customary conditions related to borrowing, events of default, and covenants, including covenants limiting the Company’s ability to dispose of assets, undergo a change in control, merge with or acquire other entities, incur debt, incur liens, pay dividends or other distributions to holders of its capital stock, repurchase stock and make investments, in each case subject to certain exceptions. The agreement also allows the lender to call the debt in the event there is a material adverse change in the Company’s business or financial condition. The loan and security agreement does not require that the Company comply with any financial covenants. |
Convertible_Preferred_Stock_Wa
Convertible Preferred Stock Warrants | 9 Months Ended |
Sep. 30, 2013 | |
Convertible Preferred Stock Warrants | ' |
Convertible Preferred Stock Warrants | ' |
5. Convertible Preferred Stock Warrants | |
In June 2013, in conjunction with the execution of the loan and security agreement (Note 4), the Company issued to the lender a warrant to purchase up to 198,412 shares of Series C convertible preferred stock with an exercise price of $1.89 per share. Upon the draw down of the $5.0 million term loan, the warrant became exercisable for 99,206 shares. If the Company draws the second term loan, the remaining 99,206 shares will become exercisable under the warrant. The warrant expires at the earlier of (i) June 26, 2023 or (ii) the seventh anniversary of the Company’s initial public offering. The warrant is exercisable in cash or through a cashless exercise provision. Under the cashless exercise provision, the holder may, in lieu of payment of the exercise price in cash, surrender the warrant and receive a net amount of shares based on the fair market value of the Company’s Series C convertible preferred stock at the time of exercise of the warrant after deducting the aggregate exercise price. In the event that all outstanding shares of the Series C convertible preferred stock are converted into common stock, the warrant will be exercisable for 24,801 shares of common stock (or 49,602 shares in the aggregate if the Company draws down the second term loan), at an exercise price of $7.56 per share. The fair value of the currently exercisable portion of the warrant in the amount of $175,000 was recorded as a preferred stock warrant liability upon issuance and is subject to remeasurement at each reporting period up to the closing date of the IPO when the Series C preferred is converted into common stock. The fair value of the warrant upon issuance was calculated using the Black-Scholes option-pricing valuation model with the following assumptions: Series C preferred stock value of $2.40 per share, contractual term of 7.3 years, risk-free interest rate of 2.1%, expected volatility of 73.7%, and expected dividend yield of 0%. At September 30, 2013, the fair value of the warrant was approximately $252,000, and was calculated using the Black-Scholes option-pricing valuation model with the following assumptions: Series C preferred stock value of $3.25 per share, contractual term of 7.083 years, risk-free interest rate of 2.02%, expected volatility of 75.63%, and expected dividend yield of 0%. The change in the fair value of approximately $77,000 was reported as an expense for the three and nine months ended September 30, 2013 and is included in other income (expense), net in the unaudited interim condensed statements of operations. |
Convertible_Preferred_Stock
Convertible Preferred Stock | 9 Months Ended |
Sep. 30, 2013 | |
Convertible Preferred Stock | ' |
Convertible Preferred Stock | ' |
6. Convertible Preferred Stock | |
In June 2013, the Company amended its Amended and Restated Certificate of Incorporation to increase the number of authorized shares of Series C convertible preferred stock from 14,000,000 to 14,852,001 and amended the Series C stock purchase agreement to increase the number of shares that may be sold in additional closings from 26,455 to a total of 1,640,212. The Company completed the second closing and two additional closings under the agreement, and received gross proceeds of $13.0 million for the issuance of an aggregate of 6,904,761 shares of Series C convertible preferred stock. |
Stock_Incentive_Plan
Stock Incentive Plan | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
Stock Incentive Plan | ' | |||||||||||||
Stock Incentive Plan | ' | |||||||||||||
7. Stock Incentive Plan | ||||||||||||||
The following table summarizes activity under the Company’s 2008 Stock Plan, including grants to non-employees and restricted stock issued (in thousands, except per share amounts): | ||||||||||||||
Shares Available | Options | Weighted Average | Aggregate | |||||||||||
for Grant | Outstanding | Exercise Price per | Intrinsic Value | |||||||||||
Share | ||||||||||||||
Balances at December 31, 2012 | 347,386 | 2,227,669 | $ | 2.06 | $ | 4,311 | ||||||||
Additional options authorized | 250,000 | — | — | |||||||||||
Options granted | (636,654 | ) | 636,654 | 4.7 | ||||||||||
Options exercised | — | (324,892 | ) | 1.46 | ||||||||||
Options forfeited | 183,852 | (183,852 | ) | 2.69 | ||||||||||
Balances at September 30, 2013 | 144,584 | 2,355,579 | $ | 2.81 | $ | 21,928 | ||||||||
Vested—September 30, 2013 | 1,217,163 | $ | 2.02 | $ | 12,290 | |||||||||
Expected to vest—September 30, 2013 | 2,234,726 | $ | 2.77 | $ | 20,904 | |||||||||
The aggregate intrinsic value was calculated as the difference between the exercise price of the options to purchase common stock and the estimated fair value of the Company’s common stock of $12.12 per share as of September 30, 2013. | ||||||||||||||
Outstanding and exercisable stock options at September 30, 2013 are summarized as follows: | ||||||||||||||
Options Outstanding | Options Vested and Exercisable | |||||||||||||
Exercise | Number | Weighted-Average | Number | Weighted-Average | ||||||||||
Price | Remaining | Remaining | ||||||||||||
Contractual | Contractual | |||||||||||||
Life (in Years) | Life (in Years) | |||||||||||||
$0.08 | 177,750 | 4.89 | 177,750 | 4.89 | ||||||||||
$0.80 | 196,194 | 6.4 | 178,718 | 6.39 | ||||||||||
$2.36 | 430,134 | 7.06 | 328,880 | 7.06 | ||||||||||
$2.40 | 216,875 | 7.94 | 141,416 | 7.95 | ||||||||||
$2.68 | 653,952 | 8.53 | 282,438 | 8.51 | ||||||||||
$4.00 | 473,299 | 9.33 | 107,961 | 9.32 | ||||||||||
$6.04 | 198,375 | 9.72 | — | — | ||||||||||
$7.92 | 9,000 | 9.94 | — | — | ||||||||||
$0.08-7.92 | 2,355,579 | 8.02 | 1,217,163 | 7.28 | ||||||||||
The weighted average fair value of stock options granted was $3.73 and $1.88 per share in the nine months ended September 30, 2013 and 2012, respectively. | ||||||||||||||
The weighted average fair value of stock options vested was $2.24 and $1.38 per share in the nine months ended September 30, 2013 and 2012, respectively. | ||||||||||||||
The weighted average fair value of stock options exercised was $0.98 and $0.92 per share in the nine months ended September 30, 2013 and 2012, respectively. The intrinsic value of stock options exercised was $3,463,000 and $112,000 in the nine months ended September 30, 2013 and 2012, respectively. | ||||||||||||||
On October 2, 2013, the Board of Directors adopted the 2013 Stock Incentive Plan which became effective immediately prior to the closing of the IPO. To the extent that any awards outstanding under the 2008 Stock Plan are subsequently forfeited or terminated for any reason before being exercised or settled, or which are subject to vesting restrictions under the 2008 Stock Plan and are subsequently forfeited, the shares of common stock reserved for issuance pursuant to such awards as of the closing of the IPO will become available for issuance under the 2013 Stock Incentive Plan. No options will be granted in the future under the 2008 Stock Plan. | ||||||||||||||
Stock-based Compensation | ||||||||||||||
Stock-based compensation expense recognized was as follows (in thousands): | ||||||||||||||
Three Months | Nine Months | |||||||||||||
Ended | Ended | |||||||||||||
September 30, | September 30, | |||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||
Cost of revenue | $ | 10 | $ | 5 | $ | 23 | $ | 21 | ||||||
Research and development | 67 | 38 | 170 | 86 | ||||||||||
Selling and marketing | 46 | 29 | 123 | 81 | ||||||||||
General and administrative | 238 | 96 | 535 | 270 | ||||||||||
Total | $ | 361 | $ | 168 | $ | 851 | $ | 458 | ||||||
As of September 30, 2013, the Company had $2.5 million of unrecognized compensation expense related to unvested stock options, which is expected to be recognized over an estimated weighted-average period of 2.94 years. | ||||||||||||||
The estimated grant date fair value of employee stock options was calculated using the Black-Scholes option-pricing valuation model, based on the following assumptions: | ||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||
September 30, | September 30, | |||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||
Weighted-average volatility | 80.57% | 84.33% | 80.42 - 81.41% | 83.06 - 84.33% | ||||||||||
Weighted-average expected term (years) | 6.08 | 6.08 | 5.0 - 6.08 | 5.0 - 6.08 | ||||||||||
Risk-free interest rate | 2.11% | 0.75% | 0.88 – 2.11% | 0.75 - 1.19% | ||||||||||
Expected dividend yield | 0% | 0% | 0% | 0% | ||||||||||
Stock-based compensation related to stock options granted to non-employees is recognized as the stock options are earned. The fair value of the stock options granted is calculated at each reporting date using the Black-Scholes option-pricing model with the following assumptions: expected life is the equal to the remaining contractual term of the award as of the measurement date ranging from 7.97 years to 9.18 years as of September 30, 2013 and 8.48 years to 9.44 years as of September 30, 2012; risk free rate is based on the U.S. Treasury Constant Maturity rate with a term similar to the expected life of the option at the measurement date ranging from 2.22% to 2.47% as of September 30, 2013 and 1.34% to 1.53% as of September 30, 2012; expected dividend yield of 0%; and volatilities ranging from 78.81% to 79.54% as of September 30, 2013 and 83.06% to 83.53% as of September 30, 2012. | ||||||||||||||
Equity-based Compensation | ||||||||||||||
The Company paid 50% of 2012 executive bonuses through the grant of stock options. The equity transaction associated with these bonuses is classified as equity-based compensation expense. The accrual for the anticipated grants was $259,000 and $0 at December 31, 2012 and September 30, 2013, respectively, and is included in accrued liabilities in the balance sheet. | ||||||||||||||
In February 2013, the Company’s Board of Directors authorized the grant of 100,498 fully vested stock options at a fair value of $2.59 resulting in $259,000 in expense in the year ended December 31, 2012. The fair value of the stock options was determined using the Black-Scholes option-pricing valuation model. The grant date fair market value was $4.00 as determined by the Company’s Board of Directors, the risk free rate was 0.88%, the expected life was 5.0 years, the volatility was determined to be 81.41% and there was no dividend yield. | ||||||||||||||
In February 2013, the Company granted its Chief Executive Officer an incentive stock option to purchase 12,500 shares of common stock with an exercise price of $4.00 per share and a contractual term of 10 years. The option will only vest if an initial public offering or merger occurs in 2013. The Company has not recorded any compensation expense related to this option grant as the vesting event was not deemed probable of occurring as of September 30, 2013. The option vested in full upon the closing of the Company’s IPO on November 4, 2013. | ||||||||||||||
The following table summarizes equity-based compensation expense for the three and nine months ended September 30, 2013 and 2012, which were included in the unaudited interim condensed statements of operations and comprehensive loss as follows: | ||||||||||||||
Three Months | Nine Months | |||||||||||||
Ended | Ended | |||||||||||||
September 30, | September 30, | |||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||
Cost of revenue | $ | — | $ | 1 | $ | — | $ | 2 | ||||||
Research and development | — | 27 | — | 71 | ||||||||||
Selling and marketing | — | 10 | — | 31 | ||||||||||
General and administrative | — | 39 | — | 99 | ||||||||||
Total | $ | — | $ | 77 | $ | — | $ | 203 | ||||||
Genzyme_Copromotion_Agreement
Genzyme Co-promotion Agreement | 9 Months Ended |
Sep. 30, 2013 | |
Genzyme Co-promotion Agreement | ' |
Genzyme Co-promotion Agreement | ' |
8. Genzyme Co—promotion Agreement | |
In January 2012, the Company and Genzyme Corporation (“Genzyme”) executed a co-promotion agreement for the co-exclusive rights and license to promote and market the Company’s Afirma thyroid cancer solution in the United States and in 40 named countries. In exchange, the Company received a $10.0 million co-promotion fee from Genzyme. The Company may receive an additional $3.0 million in payments, $600,000 for each country outside of the United States in which the Company obtains marketing authorization and achieves a specified level of reimbursement, for up to five countries. Under the terms of the agreement, Genzyme will receive a percentage of cash receipts that the Company has received related to Afirma as co-promotion fees. The percentage was 50% in 2012 and decreased to 40% in January 2013 and will further decrease to 32% in March 2014 and thereafter. Genzyme will also spend up to $500,000 for qualifying clinical development activities in countries that require additional testing for approval. This obligation expires in July 2014. The Company’s agreement with Genzyme expires in January 2027 and either party may terminate the agreement at any time without cause and with six months prior notice. If the Company were to terminate the agreement without cause prior to January 2014, it would be required to repay 50% of the $10.0 million fee the Company received from Genzyme. Such percentage would be reduced to 40% of such fee if the Company were to terminate the agreement between January 2014 and January 2015, and 30% of such fee if the Company were to terminate the agreement between January 2015 and January 2016. The Company is amortizing the co-promotion fee over a four-year period, which is management’s best estimate of the life of the arrangement, in part because after that period either party may terminate the agreement without penalty. The Company amortized $625,000 in each of the three months ended September 30, 2013 and 2012, respectively, and $1.9 million and $1.8 million in the nine months ended September 30, 2013 and 2012, respectively, which are reflected as a reduction to selling and marketing expenses in the unaudited interim condensed statements of operations and comprehensive loss. The unamortized balance of the co-promotion fee is $5.7 million as of September 30, 2013. The Company incurred co-promotion expenses of $2.3 million and $1.6 million in the three months ended September 30, 2013 and 2012, respectively, and $6.0 million and $3.3 million in the nine months ended September 30, 2013 and 2012, respectively, which are reflected in selling and marketing expenses in the unaudited interim condensed statements of operations and comprehensive loss. The Company’s outstanding obligation to Genzyme totaled $6.0 million and $2.2 million at September 30, 2013 and December 31, 2012, respectively. Of the $6.0 million obligation at September 30, 2013, $3.7 million is included in accounts payable and $2.3 million is included in accrued liabilities in the Company’s condensed balance sheets. All of the $2.2 million obligation at December 31, 2012 is included in accrued liabilities in the Company’s condensed balance sheets. |
Thyroid_Cytology_Partners
Thyroid Cytology Partners | 9 Months Ended |
Sep. 30, 2013 | |
Thyroid Cytology Partners | ' |
Thyroid Cytology Partners | ' |
9. Thyroid Cytology Partners | |
In 2010, the Company entered into an arrangement with Pathology Resource Consultants, P.A. (“PRC”) to establish and manage a specialized pathology practice to provide cytopathology testing services to the Company. There is no direct monetary compensation from the Company to PRC as a result of this arrangement. The Company’s services agreement with the specialized pathology practice, Thyroid Cytology Partners (“TCP”), is effective through December 31, 2015, unless terminated earlier, and renews annually thereafter. Under the services agreement, the Company pays TCP based on a fixed price per test schedule, which is reviewed periodically for changes in market pricing. Subsequent to December 2012, an amendment to the services agreement allows TCP to use a portion of the Company’s facility in Austin, Texas. TCP will reimburse the Company for a proportionate share of the Company’s rent and related operating expense costs for the leased facility. The Company does not have an ownership interest in or provide any form of financial or other support to TCP. | |
The Company has concluded that TCP represents a variable interest entity and that the Company is not the primary beneficiary as it does not have the ability to direct the activities that most significantly impact TCP’s economic performance. Therefore, the Company does not consolidate TCP. All amounts paid to TCP under the services agreement are expensed as incurred. All amounts to be received from TCP will be recorded in the same period as the corresponding lease costs. | |
TCP provided $816,000 and $491,000 in cytopathology testing and evaluation services in the three months ended September 30, 2013 and 2012, respectively, and $2,333,000 and $1,135,000 in the nine months ended September 30, 2013 and 2012, respectively. The Company also reimbursed TCP for licensure fees of $0 and $37,000 in three months ended September 30, 2013 and 2012, respectively, and $0 and $103,000 in the nine months ended September 30, 2013 and 2012, respectively. Expenses for testing and evaluation services and reimbursed professional licensure fees are included in cost of revenue in the statements of operations and comprehensive loss. The Company’s outstanding obligations to TCP were $546,000 and $458,000 as of September 30, 2013 and December 31, 2012, respectively, which were included in accounts payable in the Company’s balance sheets. |
Net_Loss_per_Common_Share
Net Loss per Common Share | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
Net Loss per Common Share | ' | |||||||||||||
Net Loss per Common Share | ' | |||||||||||||
10. Net Loss per Common Share | ||||||||||||||
The following table presents the calculation of basic and diluted net loss per common share for the three and nine months ended September 30, 2013 and 2012 (in thousands, except share and per share amounts): | ||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||
September 30, | September 30, | |||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||
Net loss | $ | (6,303 | ) | $ | (4,938 | ) | $ | (19,688 | ) | $ | (13,812 | ) | ||
Shares used to compute net loss per common share, basic and diluted | 955,890 | 659,129 | 860,957 | 645,306 | ||||||||||
Net loss per common share, basic and diluted | $ | (6.59 | ) | $ | (7.49 | ) | $ | (22.87 | ) | $ | (21.40 | ) | ||
The following outstanding common stock equivalents were excluded from the computation of diluted net loss per common share for the periods presented because including them would have been antidilutive: | ||||||||||||||
Nine Months Ended | ||||||||||||||
September 30, | ||||||||||||||
2013 | 2012 | |||||||||||||
Convertible preferred stock (as converted) | 14,997,312 | 11,286,998 | ||||||||||||
Options to purchase common stock | 2,355,579 | 2,179,805 | ||||||||||||
Warrants to purchase convertible preferred stock (as converted) | 24,801 | — | ||||||||||||
Total | 17,377,692 | 13,466,803 | ||||||||||||
Income_Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2013 | |
Income Taxes | ' |
Income Taxes | ' |
11. Income Taxes | |
The Company did not record a provision or benefit for income taxes during the nine months ended September 30, 2013 and 2012, respectively. The Company continues to maintain a valuation allowance for its U.S. federal and state deferred tax assets. | |
On January 2, 2013, The American Taxpayer Relief Act of 2012, or ATRA, was signed into law. Under prior law, a taxpayer was entitled to a research tax credit for qualifying amounts incurred through December 31, 2011. The ATRA extends the research credit for two years for qualified research expenditures incurred through the end of 2013. The extension of the research credit is retroactive and includes amounts incurred after 2011. | |
At September 30, 2013, the Company had $0.7 million of unrecognized tax benefit, none of which, if recognized, would affect the effective tax rate as most of the unrecognized tax benefit is deferred tax assets currently offset by a valuation allowance. | |
The Company has not recognized any interest and penalties related to uncertain tax positions as part of the income tax provision. | |
The Company files annual income tax returns in the United States only. A number of years may elapse before an uncertain tax position is audited and finally resolved. While it is often difficult to predict the final outcome or the timing of resolution of any particular uncertain tax position, the Company believes that its reserves for income taxes reflect the most likely outcome. The Company adjusts these reserves, as well as the related interest, in light of changing facts and circumstances. Settlement of any particular position could require the use of cash. As of September 30, 2013, changes to the Company’s uncertain tax positions in the next twelve months that are reasonably possible are not expected to have a significant impact on the Company’s financial position or results of operations. |
Subsequent_Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2013 | |
Subsequent Events | ' |
Subsequent Events | ' |
12. Subsequent Events | |
Initial Public Offering | |
On November 4, 2013, the Company completed an initial public offering of its common stock. In connection with the IPO, the Company issued and sold 5,000,000 shares of its common stock at a price to the public of $13.00 per share. As a result of the IPO, the Company received approximately $57.9 million in net proceeds, after deducting underwriting discounts and commissions of $4.6 million and estimated offering expenses of $2.5 million payable by the Company. The condensed financial statements, including share and per share amounts, do not give effect to the IPO. At the closing of the IPO, 59,989,268 shares of outstanding convertible preferred stock were automatically converted into 14,997,312 shares of common stock. In addition, upon the closing of the IPO, outstanding warrants to purchase 99,206 shares of convertible preferred stock warrants were converted into warrants to purchase 24,801 shares of common stock. | |
Reverse Stock Split | |
On October 9, 2013, the Company filed a Certificate of Amendment to its Fourth Amended and Restated Certificate of Incorporation to effect a four-for-one reverse stock split of its outstanding common stock. The par value per share and the authorized number of shares of common stock and preferred stock were not adjusted as a result of the reverse stock split. All issued and outstanding shares of common stock, options to purchase common stock and related per share amounts contained in the condensed financial statements have been retroactively adjusted to reflect the reverse stock split for all periods presented. A proportional adjustment to the conversion ratio for each series of convertible preferred stock was also effected in connection with the reverse stock split. These financial statements have not been retroactively adjusted to give effect to the conversion of the preferred stock into 0.25 of a share of our common stock upon the closing of the IPO. | |
Restated Certificate of Incorporation | |
Following the conversion of each share of convertible preferred stock into shares of common stock, in connection with the IPO, the Company amended and restated its Certificate of Incorporation to delete all references to the prior series of convertible preferred stock and to give the Board of Directors the authority, without further action by the stockholders, to issue from time to time up to 5,000,000 shares of preferred stock, par value $0.001 per share, in one or more series. The Board of Directors will have the authority to establish the number of shares to be included in each series and fix the powers, preferences and rights of the shares of each wholly unissued series and any of its qualifications, limitations or restrictions. The Board of Directors will also be able to increase or decrease the number of shares of any series, but not below the number of shares of that series then outstanding, without any further vote or action by the stockholders. |
Organization_and_Summary_of_Si1
Organization and Summary of Significant Accounting Policies (Policies) | 9 Months Ended | |||||
Sep. 30, 2013 | ||||||
Organization and Summary of Significant Accounting Policies | ' | |||||
Basis of Presentation | ' | |||||
Basis of Presentation | ||||||
The accompanying unaudited interim condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information in accordance with Securities and Exchange Commissions (“SEC”) instructions for interim financial reporting and assume the Company will continue as a going concern. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. The financial information for the three and nine months ended September 30, 2013 and 2012 is unaudited but includes all adjustments (consisting of only normal recurring adjustments), which the Company considers necessary for a fair presentation of the results of operations for those periods. Interim results are not necessarily indicative of results for the full fiscal year. | ||||||
The unaudited interim condensed financial statements and related financial information should be read in conjunction with the audited financial statements and the related notes thereto for the year ended December 31, 2012 included in the Registration Statement on Form S-1 (No. 333-191282) filed by the Company with the SEC on September 20, 2013, as amended. | ||||||
Use of Estimates | ' | |||||
Use of Estimates | ||||||
The preparation of unaudited interim condensed financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Significant items subject to such estimates include: revenue recognition; allowance for doubtful accounts; the useful lives of property and equipment; the recoverability of long-lived assets; the determination of fair value of the Company’s common stock, stock options, and preferred stock liability; income tax uncertainties, including a valuation allowance for deferred tax assets; and contingencies. The Company bases these estimates on historical and anticipated results, trends, and various other assumptions that the Company believes are reasonable under the circumstances, including assumptions as to future events. These estimates form the basis for making judgments about the carrying values of assets and liabilities and recorded revenue and expenses that are not readily apparent from other sources. Actual results could differ from those estimates and assumptions. | ||||||
Concentrations of Credit Risk and Other Risks and Uncertainties | ' | |||||
Concentrations of Credit Risk and Other Risks and Uncertainties | ||||||
The Company’s cash and cash equivalents are deposited with two major financial institutions in the United States of America. Deposits in these institutions may exceed the amount of insurance provided on such deposits. The Company has not experienced any losses on its deposits of cash and cash equivalents. | ||||||
Several of the components of the Company’s sample collection kit and test reagents are obtained from single source suppliers. If these single source suppliers fail to satisfy the Company’s requirements on a timely basis, it could suffer delays in being able to deliver Afirma, a possible loss of revenue, or incur higher costs, any of which could adversely affect its operating results. | ||||||
The Company is also subject to credit risk from its accounts receivable related to its sales of Afirma. The Company generally does not perform evaluations of customers’ financial condition and generally does not require collateral. All of the Company’s accounts receivables are derived from sales of Afirma in the United States. | ||||||
As of September 30, 2013 and 2012, all of the Company’s revenue is derived from the sale of Afirma. To date, Afirma has been available only to physicians in the United States. The Company’s significant third-party payers and their related revenue as a percentage of revenue were as follows: | ||||||
Nine Months | ||||||
Ended | ||||||
September 30, | ||||||
2013 | 2012 | |||||
Medicare | 33% | 35% | ||||
Aetna | 8% | 13% | ||||
United Healthcare | 17% | 12% | ||||
58% | 60% | |||||
Accounts receivable from Medicare amounted to 79% and 87% of gross receivables as of September 30, 2013 and December 31, 2012, respectively. No other third-party payer represented more than 10% of the Company’s revenues or accounts receivable balances for these periods. | ||||||
Cash and Cash Equivalents | ' | |||||
Cash and Cash Equivalents | ||||||
Cash and cash equivalents consist of all highly liquid investments with original maturities of three months or less from the date of purchase. Cash equivalents consist primarily of amounts invested in money market accounts. | ||||||
Restricted Cash | ' | |||||
Restricted Cash | ||||||
At September 30, 2013 and December 31, 2012, deposits of $118,000 and $168,000 were restricted from withdrawal and held by a bank in the form of certificates of deposit and collateral for letters of credit. The balances at September 30, 2013 and December 31, 2012 consisted of a $118,000 letter of credit related to security for the lease of office space. In addition, the balances at December 31, 2012 also included a certificate of deposit of $50,000 held as collateral for payment of the Company’s credit cards. | ||||||
Allowance for Doubtful Accounts | ' | |||||
Allowance for Doubtful Accounts | ||||||
The Company accrues an allowance for doubtful accounts against its accounts receivable based on estimates consistent with historical collection experience in relation to amounts billed. Bad debt expense is included in general and administrative expense on the Company’s statements of operations and comprehensive loss. Accounts receivable are written off against the allowance when the claims appeals process is exhausted or when there is other substantive evidence that the account will not be paid. The Company’s allowance for doubtful accounts as of September 30, 2013 and December 31, 2012 was $364,000 and $222,000, respectively. The provision for bad debt expense was $66,000 and $58,000 for the three months ended September 30, 2013 and 2012, respectively, and $184,000 and $144,000 for the nine months ended September 30, 2013 and 2012, respectively. There were $34,000 in write-offs for doubtful accounts against the allowance during the nine months ended September 30, 2013. | ||||||
Supplies Inventory | ' | |||||
Supplies Inventory | ||||||
Supplies inventory consists of test reagents and other consumables used in the sample collection kits and in the performance of testing services for cytopathology and for the GEC. Supplies inventory is valued at the lower of cost or market value. Cost is determined using actual costs on a first-in, first-out basis. | ||||||
Internal-use Software | ' | |||||
Internal-use Software | ||||||
Capitalized software costs consist of third-party costs incurred in the application development stage to design and implement the software that is used in the GEC. Costs incurred in the development of software are capitalized and amortized over an estimated useful life of three years on a straight line basis. During the nine months ended September 30, 2013 and 2012, the Company capitalized $211,000 and $173,000 of software development costs, respectively. Capitalized software is classified as part of property and equipment, and had a net book value of $321,000 and $184,000 as of September 30, 2013 and December 31, 2012, respectively. | ||||||
Bonus Accruals | ' | |||||
Bonus Accruals | ||||||
The Company accrues for liabilities under discretionary employee and executive bonus plans. These estimated compensation liabilities are based on progress against corporate objectives approved by the Board of Directors, compensation levels of eligible individuals, and target bonus percentage levels. The Board of Directors and the Compensation Committee of the Board of Directors review and evaluate the performance against these objectives and ultimately determine what discretionary payments are made. At September 30, 2013 and December 31, 2012, the Company accrued $639,000 and $671,000, respectively, for liabilities associated with these employee and executive bonus plans. | ||||||
Revenue Recognition | ' | |||||
Revenue Recognition | ||||||
The Company’s revenue is generated from the provision of diagnostic services using its Afirma solution. Service is completed upon the delivery of test results to the prescribing physician which triggers the billing for the service. The Company recognizes revenue related to billings for commercial carriers or governmental programs subject to contractual arrangements and when there is a predictable pattern of collectability on an accrual basis, net of contractual adjustments. These contractual adjustments represent the difference between the list price (the billing rate) and the reimbursement rate set by commercial or governmental payers. Until a contract has been negotiated with a commercial carrier or governmental program, the Afirma solution may or may not be covered by these entities’ existing reimbursement policies. In addition, patients do not enter into direct agreements with us that commit them to pay any portion of the cost of the tests in the event that their insurance declines to reimburse the Company. In the absence of an agreement or other clearly enforceable legal right to demand payment, when test services are provided to patients with non-contracted insurance carriers or no insurance, the related revenue is only recognized upon the earlier of payment notification, if applicable, or cash receipt. | ||||||
For all services performed, the Company considers whether or not the following revenue recognition criteria are met: persuasive evidence of an arrangement exists; delivery has occurred or services have been rendered; the fee is fixed or determinable; and collectability is reasonably assured. | ||||||
Persuasive evidence of an arrangement exists and delivery is deemed to have occurred upon delivery of a patient report to the prescribing physician. The assessment of the fixed or determinable nature of the fees charged for testing performed and the collectability of those fees require significant judgment by management. Management believes that these two criteria have been met when there is contracted reimbursement coverage and/or a predictable pattern of collectability with individual third-party payers and accordingly, recognizes revenue upon delivery of the patient report. Some patients have out-of-pocket costs for amounts not covered by their insurance carrier, and the Company may bill the patient directly for these amounts in the form of co-payments and co-insurance in accordance with their insurance carrier and health plans. Some payers may not cover the GEC as ordered by the prescribing physician under their reimbursement policies. The Company pursues reimbursement from such patients on a case-by-case basis. In the absence of contracted reimbursement coverage or a predictable pattern and history of collectability, the Company believes that the fee is fixed or determinable and collectability is reasonably assured only upon receipt of third-party payer notification of payment or when cash is received and accordingly, recognizes revenue at that time. | ||||||
Net Loss per Common Share | ' | |||||
Net Loss per Common Share | ||||||
Basic net loss per common share is calculated by dividing net loss for the period by the weighted-average number of common shares outstanding during the period, without consideration of common stock equivalents. Diluted net loss per common share is computed by dividing the loss for the period by the weighted-average number of common share equivalents outstanding for the period determined using the treasury stock method. Potentially dilutive securities consisting of convertible preferred stock and options to purchase common stock are considered to be common stock equivalents and were excluded from the calculation of diluted net loss per common share because their effect would be antidilutive for all periods presented. | ||||||
Recent Accounting Pronouncements | ' | |||||
Recent Accounting Pronouncements | ||||||
In February 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income. This ASU requires reporting and disclosure about changes in accumulated other comprehensive income balances and reclassifications out of accumulated other comprehensive income. The Company adopted this guidance as of January 1, 2013 on a prospective basis and the adoption did not have a material effect on the Company’s financial statements as the Company does not have comprehensive income (loss). | ||||||
In June 2011, the FASB issued authoritative guidance requiring companies to present items of net income, items of other comprehensive income and total comprehensive income in one continuous statement or two consecutive statements. This guidance eliminates the option for companies to present other comprehensive income in the statement of stockholders’ equity. The Company adopted this guidance as of January 1, 2012. As this guidance provides only presentation requirements, the adoption of this guidance did not impact the Company’s financial condition or results of operations. | ||||||
In May 2011, the FASB issued authoritative guidance to achieve common fair value measurement and disclosure requirements between U.S. GAAP and International Financial Reporting Standards. This new literature amends current fair value measurement and disclosure guidance to include increased transparency around valuation inputs and investment categorization. The guidance is effective for fiscal years and interim periods beginning after December 15, 2011. The Company adopted this standard as of January 1, 2012, as reflected in Note 3 to the unaudited interim condensed financial statements. |
Organization_and_Summary_of_Si2
Organization and Summary of Significant Accounting Policies (Tables) | 9 Months Ended | |||||
Sep. 30, 2013 | ||||||
Organization and Summary of Significant Accounting Policies | ' | |||||
Schedule of the Company's significant third-party payers and their related revenue as a percentage of revenue | ' | |||||
Nine Months | ||||||
Ended | ||||||
September 30, | ||||||
2013 | 2012 | |||||
Medicare | 33% | 35% | ||||
Aetna | 8% | 13% | ||||
United Healthcare | 17% | 12% | ||||
58% | 60% |
Accrued_Liabilities_Tables
Accrued Liabilities (Tables) | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Accrued Liabilities | ' | |||||||
Schedule of accrued liabilities | ' | |||||||
Accrued liabilities consist of the following (in thousands): | ||||||||
September 30, 2013 | December 31, 2012 | |||||||
Accrued compensation expenses | $ | 1,248 | $ | 1,360 | ||||
Accrued consulting fees | 42 | 28 | ||||||
Accrued legal and professional fees | 294 | 84 | ||||||
Accrued Genzyme co-promotion fees | 2,322 | 2,175 | ||||||
Accrued other | 510 | 373 | ||||||
Accrued liabilities | $ | 4,416 | $ | 4,020 |
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
Fair Value Measurements | ' | |||||||||||||
Schedule of the fair value of the Company's financial assets and liabilities measured on a recurring basis | ' | |||||||||||||
The Company’s financial assets and liabilities subject to fair value measurements on a recurring basis and the level of inputs used in such measurements were as follows (in thousands): | ||||||||||||||
September 30, 2013 | ||||||||||||||
Level I | Level II | Level III | Total | |||||||||||
Financial Assets: | ||||||||||||||
Money market funds | $ | 15,078 | $ | — | $ | — | $ | 15,078 | ||||||
Total financial assets | $ | 15,078 | $ | — | $ | — | $ | 15,078 | ||||||
Financial Liabilities: | ||||||||||||||
Preferred stock warrant liability | $ | — | $ | — | $ | 252 | $ | 252 | ||||||
Total financial liabilities | $ | — | $ | — | $ | 252 | $ | 252 | ||||||
December 31, 2012 | ||||||||||||||
Level I | Level II | Level III | Total | |||||||||||
Financial Assets: | ||||||||||||||
Money market funds | $ | 12,830 | $ | — | $ | — | $ | 12,830 | ||||||
Total financial assets | $ | 12,830 | $ | — | $ | — | $ | 12,830 | ||||||
Financial Liabilities: | ||||||||||||||
Preferred stock liability | $ | — | $ | — | $ | 583 | $ | 583 | ||||||
Total financial liabilities | $ | — | $ | — | $ | 583 | $ | 583 | ||||||
Summary of the changes in the fair value of the Company's Level III financial liabilities, which are measured on a recurring basis | ' | |||||||||||||
The following table sets forth a summary of the changes in the fair value of the Company’s Level III financial liabilities, which are measured on a recurring basis (in thousands): | ||||||||||||||
Balance as of December 31, 2012 | $ | 583 | ||||||||||||
Change in fair value of preferred stock liability recorded in other income (expense), net | 2,070 | |||||||||||||
Settlement of preferred stock liability | (2,653 | ) | ||||||||||||
Fair value of preferred stock warrant liability | 175 | |||||||||||||
Change in fair value of preferred stock warrant liability recorded in other income (expense), net | 77 | |||||||||||||
Balance as of September 30, 2013 | $ | 252 |
Stock_Incentive_Plan_Tables
Stock Incentive Plan (Tables) | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
Stock incentive plan | ' | |||||||||||||
Summary of activity under the Company's 2008 Stock Plan, including grants to non-employees and restricted stock issued | ' | |||||||||||||
The following table summarizes activity under the Company’s 2008 Stock Plan, including grants to non-employees and restricted stock issued (in thousands, except per share amounts): | ||||||||||||||
Shares Available | Options | Weighted Average | Aggregate | |||||||||||
for Grant | Outstanding | Exercise Price per | Intrinsic Value | |||||||||||
Share | ||||||||||||||
Balances at December 31, 2012 | 347,386 | 2,227,669 | $ | 2.06 | $ | 4,311 | ||||||||
Additional options authorized | 250,000 | — | — | |||||||||||
Options granted | (636,654 | ) | 636,654 | 4.7 | ||||||||||
Options exercised | — | (324,892 | ) | 1.46 | ||||||||||
Options forfeited | 183,852 | (183,852 | ) | 2.69 | ||||||||||
Balances at September 30, 2013 | 144,584 | 2,355,579 | $ | 2.81 | $ | 21,928 | ||||||||
Vested—September 30, 2013 | 1,217,163 | $ | 2.02 | $ | 12,290 | |||||||||
Expected to vest—September 30, 2013 | 2,234,726 | $ | 2.77 | $ | 20,904 | |||||||||
Summary of outstanding and exercisable stock options | ' | |||||||||||||
Outstanding and exercisable stock options at September 30, 2013 are summarized as follows: | ||||||||||||||
Options Outstanding | Options Vested and Exercisable | |||||||||||||
Exercise | Number | Weighted-Average | Number | Weighted-Average | ||||||||||
Price | Remaining | Remaining | ||||||||||||
Contractual | Contractual | |||||||||||||
Life (in Years) | Life (in Years) | |||||||||||||
$0.08 | 177,750 | 4.89 | 177,750 | 4.89 | ||||||||||
$0.80 | 196,194 | 6.4 | 178,718 | 6.39 | ||||||||||
$2.36 | 430,134 | 7.06 | 328,880 | 7.06 | ||||||||||
$2.40 | 216,875 | 7.94 | 141,416 | 7.95 | ||||||||||
$2.68 | 653,952 | 8.53 | 282,438 | 8.51 | ||||||||||
$4.00 | 473,299 | 9.33 | 107,961 | 9.32 | ||||||||||
$6.04 | 198,375 | 9.72 | — | — | ||||||||||
$7.92 | 9,000 | 9.94 | — | — | ||||||||||
$0.08-7.92 | 2,355,579 | 8.02 | 1,217,163 | 7.28 | ||||||||||
Schedule of assumptions used to calculate estimated grant date fair value of employee stock options using the Black-Scholes option-pricing valuation model | ' | |||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||
September 30, | September 30, | |||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||
Weighted-average volatility | 80.57% | 84.33% | 80.42 - 81.41% | 83.06 - 84.33% | ||||||||||
Weighted-average expected term (years) | 6.08 | 6.08 | 5.0 - 6.08 | 5.0 - 6.08 | ||||||||||
Risk-free interest rate | 2.11% | 0.75% | 0.88 – 2.11% | 0.75 - 1.19% | ||||||||||
Expected dividend yield | 0% | 0% | 0% | 0% | ||||||||||
Stock-based Compensation | ' | |||||||||||||
Stock incentive plan | ' | |||||||||||||
Summary of share-based compensation expense | ' | |||||||||||||
Stock-based compensation expense recognized was as follows (in thousands): | ||||||||||||||
Three Months | Nine Months | |||||||||||||
Ended | Ended | |||||||||||||
September 30, | September 30, | |||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||
Cost of revenue | $ | 10 | $ | 5 | $ | 23 | $ | 21 | ||||||
Research and development | 67 | 38 | 170 | 86 | ||||||||||
Selling and marketing | 46 | 29 | 123 | 81 | ||||||||||
General and administrative | 238 | 96 | 535 | 270 | ||||||||||
Total | $ | 361 | $ | 168 | $ | 851 | $ | 458 | ||||||
Equity-based Compensation | ' | |||||||||||||
Stock incentive plan | ' | |||||||||||||
Summary of share-based compensation expense | ' | |||||||||||||
Three Months | Nine Months | |||||||||||||
Ended | Ended | |||||||||||||
September 30, | September 30, | |||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||
Cost of revenue | $ | — | $ | 1 | $ | — | $ | 2 | ||||||
Research and development | — | 27 | — | 71 | ||||||||||
Selling and marketing | — | 10 | — | 31 | ||||||||||
General and administrative | — | 39 | — | 99 | ||||||||||
Total | $ | — | $ | 77 | $ | — | $ | 203 |
Net_Loss_per_Common_Share_Tabl
Net Loss per Common Share (Tables) | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
Net Loss per Common Share | ' | |||||||||||||
Schedule of the calculation of basic and diluted net loss per common share | ' | |||||||||||||
The following table presents the calculation of basic and diluted net loss per common share for the three and nine months ended September 30, 2013 and 2012 (in thousands, except share and per share amounts): | ||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||
September 30, | September 30, | |||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||
Net loss | $ | (6,303 | ) | $ | (4,938 | ) | $ | (19,688 | ) | $ | (13,812 | ) | ||
Shares used to compute net loss per common share, basic and diluted | 955,890 | 659,129 | 860,957 | 645,306 | ||||||||||
Net loss per common share, basic and diluted | $ | (6.59 | ) | $ | (7.49 | ) | $ | (22.87 | ) | $ | (21.40 | ) | ||
Schedule of outstanding common stock equivalents excluded from the computation of diluted net loss per common share | ' | |||||||||||||
Nine Months Ended | ||||||||||||||
September 30, | ||||||||||||||
2013 | 2012 | |||||||||||||
Convertible preferred stock (as converted) | 14,997,312 | 11,286,998 | ||||||||||||
Options to purchase common stock | 2,355,579 | 2,179,805 | ||||||||||||
Warrants to purchase convertible preferred stock (as converted) | 24,801 | — | ||||||||||||
Total | 17,377,692 | 13,466,803 |
Organization_and_Summary_of_Si3
Organization and Summary of Significant Accounting Policies (Details) (USD $) | 9 Months Ended | 0 Months Ended | |
In Millions, except Share data, unless otherwise specified | Sep. 30, 2013 | Nov. 04, 2013 | Oct. 09, 2013 |
item | Subsequent events | Subsequent events | |
Overview | ' | ' | ' |
Number of operating segments | 1 | ' | ' |
Initial Public Offering and Reverse Stock Split | ' | ' | ' |
Number of shares issued and sold in IPO | ' | 5,000,000 | ' |
Issuance price per share in IPO (in dollars per share) | $12.12 | $13 | ' |
Net proceeds from issuance of common stock in IPO | ' | $57.90 | ' |
Underwriting discounts and commissions | ' | 4.6 | ' |
Estimated offering expenses | ' | $2.50 | ' |
Reverse stock split ratio | ' | ' | 4 |
Common stock issued upon conversion of each preferred stock (in shares) | ' | ' | 0.25 |
Organization_and_Summary_of_Si4
Organization and Summary of Significant Accounting Policies (Details 2) (USD $) | 3 Months Ended | 9 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | |
item | item | Revenue | Revenue | Revenue | Revenue | Revenue | Revenue | Revenue | Revenue | Accounts receivable | Accounts receivable | ||||
Revenue concentration risk | Revenue concentration risk | Revenue concentration risk | Revenue concentration risk | Revenue concentration risk | Revenue concentration risk | Revenue concentration risk | Revenue concentration risk | Gross receivables concentration risk | Gross receivables concentration risk | ||||||
Medicare | Medicare | Aetna | Aetna | United Healthcare | United Healthcare | Medicare | Medicare | ||||||||
Concentrations of Credit Risk and Other Risks and Uncertainties | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of major financial institutions with which the company's cash and cash equivalents are deposited | 2 | ' | 2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Concentrations of credit risk (as a percent) | ' | ' | ' | ' | ' | 58.00% | 60.00% | 33.00% | 35.00% | 8.00% | 13.00% | 17.00% | 12.00% | 79.00% | 87.00% |
Restricted Cash | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Deposits | $118,000 | ' | $118,000 | ' | $168,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Letter of credit serving as security for lease | 118,000 | ' | 118,000 | ' | 118,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Certificate of deposit | ' | ' | ' | ' | 50,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Allowance for Doubtful Accounts | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Allowance for doubtful accounts | 364,000 | ' | 364,000 | ' | 222,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Provision for bad debt expense | 66,000 | 58,000 | 184,000 | 144,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Write-offs for allowance for doubtful accounts | ' | ' | $34,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Organization_and_Summary_of_Si5
Organization and Summary of Significant Accounting Policies (Details 3) (USD $) | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | |
Internal-use Software | ' | ' | ' |
Net book value | $2,826,000 | ' | $2,446,000 |
Capitalized software | ' | ' | ' |
Internal-use Software | ' | ' | ' |
Estimated useful life | '3 years | ' | ' |
Capitalized costs | 211,000 | 173,000 | ' |
Net book value | $321,000 | ' | $184,000 |
Organization_and_Summary_of_Si6
Organization and Summary of Significant Accounting Policies (Details 4) (USD $) | 9 Months Ended | |
Sep. 30, 2013 | Dec. 31, 2012 | |
item | ||
Bonus Accruals | ' | ' |
Accrued liabilities associated with employee and executive bonus plans | $639,000 | $671,000 |
Revenue Recognition | ' | ' |
Number of specified revenue recognition criteria | 2 | ' |
Accrued_Liabilities_Details
Accrued Liabilities (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Accrued Liabilities | ' | ' |
Accrued compensation expenses | $1,248 | $1,360 |
Accrued consulting fees | 42 | 28 |
Accrued legal and professional fees | 294 | 84 |
Accrued Genzyme co-promotion fees | 2,322 | 2,175 |
Accrued other | 510 | 373 |
Accrued liabilities | $4,416 | $4,020 |
Fair_Value_Measurements_Detail
Fair Value Measurements (Details) (USD $) | 31-May-13 | Nov. 30, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | Preferred stock liability | Preferred stock liability | Recurring | Recurring | Recurring | Recurring | Recurring | Recurring | Recurring | Recurring | Recurring | Recurring | Recurring | Recurring | Recurring | Recurring |
Level I | Level I | Level I | Level I | Level III | Level III | Level III | Level III | Total | Total | Total | Total | Total | Total | |||
Money market funds | Money market funds | Preferred stock liability | Preferred stock warrant liability | Preferred stock liability | Preferred stock warrant liability | Money market funds | Money market funds | |||||||||
Fair value measurements | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Financial Assets | ' | ' | $15,078 | $12,830 | $15,078 | $12,830 | ' | ' | ' | ' | $15,078 | $12,830 | ' | ' | $15,078 | $12,830 |
Financial Liabilities | $2,700 | $900 | ' | ' | ' | ' | $252 | $583 | $583 | $252 | $252 | $583 | $583 | $252 | ' | ' |
Fair_Value_Measurements_Detail1
Fair Value Measurements (Details 2) (USD $) | 9 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2013 |
Changes in the fair value of the company's Level III financial liabilities | ' |
Balance at the beginning of the period | $583 |
Change in fair value of preferred stock liability recorded in other income (expense), net | 2,070 |
Settlement of preferred stock liability | -2,653 |
Fair value of preferred stock warrant liability | 175 |
Change in fair value of preferred stock warrant liability recorded in other income (expense), net | -77 |
Balance at the end of the period | $252 |
Fair_Value_Measurements_Detail2
Fair Value Measurements (Details 3) (USD $) | 9 Months Ended | 0 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2013 | 31-May-13 | Nov. 30, 2012 | 31-May-13 |
Preferred stock liability | Preferred stock liability | Series C convertible preferred stock | ||
Fair value measurements | ' | ' | ' | ' |
Fair value of liability | ' | $2,700 | $900 | ' |
Change in value of preferred stock liability | $2,070 | $2,100 | ' | ' |
Assumptions used to calculate fair value of preferred stock liability using the option-pricing method | ' | ' | ' | ' |
Probability of success of the second tranche (as a percent) | ' | 100.00% | ' | ' |
Fair value of preferred stock (in dollars per share) | $12.12 | ' | ' | $2.39 |
Term | ' | '1 day | ' | ' |
Expected volatility (as a percent) | ' | 36.40% | ' | ' |
Debt_Details
Debt (Details) (USD $) | 1 Months Ended | 3 Months Ended | 9 Months Ended |
Jun. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | |
item | |||
Debt | ' | ' | ' |
Amount drawn down | $5,000,000 | ' | ' |
Amortization of debt discount and accretion | ' | ' | 28,000 |
Convertible Preferred Stock Warrant | ' | ' | ' |
Debt | ' | ' | ' |
Exercise price of warrants (in dollars per share) | $1.89 | ' | ' |
Number of shares for which warrant became exercisable | 99,206 | ' | ' |
Aggregate fair value of the warrant for the shares exercisable under the warrant | 175,000 | 252,000 | 252,000 |
Loan and security agreement | ' | ' | ' |
Debt | ' | ' | ' |
Maximum borrowing capacity | 10,000,000 | ' | ' |
Borrowing capacity available for second term loan | ' | 5,000,000 | 5,000,000 |
Term loan | ' | ' | ' |
Debt | ' | ' | ' |
Amount drawn down | 5,000,000 | ' | ' |
Number of installments | 30 | ' | ' |
Period after which debt is repayable | '18 months | ' | ' |
Interest rate (as a percent) | 6.06% | ' | ' |
Prepayment penalties for prepayment within one year of the loan origination (as a percent) | 2.25% | ' | ' |
Prepayment penalties for prepayment within two years of the loan origination (as a percent) | 1.50% | ' | ' |
Prepayment penalties for prepayment after two years of the loan origination (as a percent) | 0.75% | ' | ' |
Amortization period of debt discount | '48 months | ' | ' |
Amount of end of term payment | 223,000 | ' | ' |
End of term payment as a percentage of total outstanding principal balance | 4.45% | ' | ' |
Amortization of debt discount and accretion | ' | $36,000 | $38,000 |
Convertible_Preferred_Stock_Wa1
Convertible Preferred Stock Warrants (Details) (USD $) | 1 Months Ended | 3 Months Ended | 9 Months Ended |
Jun. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | |
Convertible preferred stock warrant | ' | ' | ' |
Amount drawn down of term loan | $5,000,000 | ' | ' |
Assumptions used to calculate fair value of warrant upon issuance using Black-Scholes option-pricing valuation model | ' | ' | ' |
Preferred stock value (in dollars per share) | ' | $12.12 | $12.12 |
Amount of change in the fair value reported as an expense in other income (expense), net | ' | ' | 77,000 |
Convertible Preferred Stock Warrant | ' | ' | ' |
Convertible preferred stock warrant | ' | ' | ' |
Number of shares of preferred stock that can be purchased by each warrant | 198,412 | ' | ' |
Exercise price (in dollars per share) | $1.89 | ' | ' |
Number of shares for which warrant became exercisable | 99,206 | ' | ' |
Number of shares for which warrant will become exercisable upon drawing the second term loan | 99,206 | ' | ' |
Number of shares for which warrant will become exercisable in the event of conversion of outstanding Series C convertible preferred stock into common stock | 24,801 | ' | ' |
Number of aggregate shares for which warrant will become exercisable in the event of conversion of outstanding Series C convertible preferred stock into common stock if Company draws down the second term loan | 49,602 | ' | ' |
Exercise price of warrants in the event of conversion of outstanding Series C convertible preferred stock into common stock (in dollars per share) | $7.56 | ' | ' |
Fair value of currently exercisable portion of the warrant | 175,000 | 252,000 | 252,000 |
Assumptions used to calculate fair value of warrant upon issuance using Black-Scholes option-pricing valuation model | ' | ' | ' |
Preferred stock value (in dollars per share) | $2.40 | $3.25 | $3.25 |
Contractual term | '7 years 3 months 18 days | ' | '7 years 30 days |
Risk-free interest rate (as a percent) | 2.10% | ' | 2.02% |
Expected volatility (as a percent) | 73.70% | ' | 75.63% |
Expected dividend yield (as a percent) | 0.00% | ' | 0.00% |
Amount of change in the fair value reported as an expense in other income (expense), net | ' | $77,000 | $77,000 |
Convertible_Preferred_Stock_De
Convertible Preferred Stock (Details) (USD $) | 9 Months Ended | 1 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2013 | Dec. 31, 2012 | Jun. 30, 2013 | 31-May-13 |
Series C convertible preferred stock | Series C convertible preferred stock | |||
item | ||||
Convertible preferred stock | ' | ' | ' | ' |
Number of authorized shares | 60,187,700 | 59,147,999 | 14,852,001 | 14,000,000 |
Number of shares that may be sold in additional closings | ' | ' | 1,640,212 | 26,455 |
Number of additional closings | ' | ' | 2 | ' |
Gross proceeds from issuance of shares | $12,945 | ' | $13,000 | ' |
Number of shares issued | ' | ' | 6,904,761 | ' |
Stock_Incentive_Plan_Details
Stock Incentive Plan (Details) (USD $) | 9 Months Ended |
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2013 |
Shares Available for Grant | ' |
Balances at the beginning of the period (in shares) | 347,386 |
Additional options authorized (in shares) | 250,000 |
Options granted (in shares) | -636,654 |
Options forfeited (in shares) | 183,852 |
Balances at the end of the period (in shares) | 144,584 |
Options Outstanding | ' |
Balances at beginning of the period (in shares) | 2,227,669 |
Options granted (in shares) | 636,654 |
Options exercised (in shares) | -324,892 |
Options forfeited (in shares) | -183,852 |
Balances at the end of the period (in shares) | 2,355,579 |
Vested at the end of the period (in shares) | 1,217,163 |
Expected to vest at the end of the period (in shares) | 2,234,726 |
Weighted Average Exercise Price per Share | ' |
Balances at beginning of the period (in dollars per share) | $2.06 |
Options granted (in dollars per share) | $4.70 |
Options exercised (in dollars per share) | $1.46 |
Options forfeited (in dollars per share) | $2.69 |
Balances at the end of the period (in dollars per share) | $2.81 |
Vested at the end of the period (in dollars per share) | $2.02 |
Expected to vest at the end of the period (in dollars per share) | $2.77 |
Aggregate Intrinsic Value | ' |
Balances at beginning of the period (in dollars) | $4,311 |
Balances at the end of the period (in dollars) | 21,928 |
Vested at the end of the period (in dollars) | 12,290 |
Expected to vest at the end of the period (in dollars) | $20,904 |
Additions disclosures | ' |
Estimated fair value common stock (in dollars per share) | $12.12 |
Stock_Incentive_Plan_Details_2
Stock Incentive Plan (Details 2) (USD $) | 9 Months Ended |
Sep. 30, 2013 | |
$0.08 | ' |
Outstanding and exercisable stock options | ' |
Exercise price (in dollars per share) | $0.08 |
Options Outstanding, Number | 177,750 |
Options Outstanding, Weighted-Average Remaining Contractual Life | '4 years 10 months 20 days |
Options Vested and Exercisable, Number | 177,750 |
Options Vested and Exercisable, Weighted-Average Remaining Contractual Life | '4 years 10 months 20 days |
$0.80 | ' |
Outstanding and exercisable stock options | ' |
Exercise price (in dollars per share) | $0.80 |
Options Outstanding, Number | 196,194 |
Options Outstanding, Weighted-Average Remaining Contractual Life | '6 years 4 months 24 days |
Options Vested and Exercisable, Number | 178,718 |
Options Vested and Exercisable, Weighted-Average Remaining Contractual Life | '6 years 4 months 20 days |
$2.36 | ' |
Outstanding and exercisable stock options | ' |
Exercise price (in dollars per share) | $2.36 |
Options Outstanding, Number | 430,134 |
Options Outstanding, Weighted-Average Remaining Contractual Life | '7 years 22 days |
Options Vested and Exercisable, Number | 328,880 |
Options Vested and Exercisable, Weighted-Average Remaining Contractual Life | '7 years 22 days |
$2.40 | ' |
Outstanding and exercisable stock options | ' |
Exercise price (in dollars per share) | $2.40 |
Options Outstanding, Number | 216,875 |
Options Outstanding, Weighted-Average Remaining Contractual Life | '7 years 11 months 8 days |
Options Vested and Exercisable, Number | 141,416 |
Options Vested and Exercisable, Weighted-Average Remaining Contractual Life | '7 years 11 months 12 days |
$2.68 | ' |
Outstanding and exercisable stock options | ' |
Exercise price (in dollars per share) | $2.68 |
Options Outstanding, Number | 653,952 |
Options Outstanding, Weighted-Average Remaining Contractual Life | '8 years 6 months 11 days |
Options Vested and Exercisable, Number | 282,438 |
Options Vested and Exercisable, Weighted-Average Remaining Contractual Life | '8 years 6 months 4 days |
$4.00 | ' |
Outstanding and exercisable stock options | ' |
Exercise price (in dollars per share) | $4 |
Options Outstanding, Number | 473,299 |
Options Outstanding, Weighted-Average Remaining Contractual Life | '9 years 3 months 29 days |
Options Vested and Exercisable, Number | 107,961 |
Options Vested and Exercisable, Weighted-Average Remaining Contractual Life | '9 years 3 months 25 days |
$6.04 | ' |
Outstanding and exercisable stock options | ' |
Exercise price (in dollars per share) | $6.04 |
Options Outstanding, Number | 198,375 |
Options Outstanding, Weighted-Average Remaining Contractual Life | '9 years 8 months 19 days |
$7.92 | ' |
Outstanding and exercisable stock options | ' |
Exercise price (in dollars per share) | $7.92 |
Options Outstanding, Number | 9,000 |
Options Outstanding, Weighted-Average Remaining Contractual Life | '9 years 11 months 8 days |
$0.08-7.92 | ' |
Outstanding and exercisable stock options | ' |
Exercise price, low end of range (in dollars per share) | $0.08 |
Exercise price, high end of range (in dollars per share) | $7.92 |
Options Outstanding, Number | 2,355,579 |
Options Outstanding, Weighted-Average Remaining Contractual Life | '8 years 7 days |
Options Vested and Exercisable, Number | 1,217,163 |
Options Vested and Exercisable, Weighted-Average Remaining Contractual Life | '7 years 3 months 11 days |
Stock_Incentive_Plan_Details_3
Stock Incentive Plan (Details 3) (USD $) | 9 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | |
Stock Incentive Plan | ' | ' |
Weighted average fair value of stock options granted (in dollars per share) | $3.73 | $1.88 |
Weighted average fair value of stock options vested (in dollars per share) | $2.24 | $1.38 |
Weighted average fair value of stock options exercised (in dollars per share) | $0.98 | $0.92 |
Intrinsic value of stock options exercised (in dollars) | $3,463,000 | $112,000 |
Stock_Incentive_Plan_Details_4
Stock Incentive Plan (Details 4) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Stock-based Compensation | ' | ' | ' | ' |
Stock-based compensation | ' | ' | ' | ' |
Share-based compensation expense | $361,000 | $168,000 | $851,000 | $458,000 |
Unrecognized compensation expense | 2,500,000 | ' | 2,500,000 | ' |
Period over which unrecognized compensation expense expected to be recognized | ' | ' | '2 years 11 months 8 days | ' |
Stock-based Compensation | Cost of revenue | ' | ' | ' | ' |
Stock-based compensation | ' | ' | ' | ' |
Share-based compensation expense | 10,000 | 5,000 | 23,000 | 21,000 |
Stock-based Compensation | Research and development | ' | ' | ' | ' |
Stock-based compensation | ' | ' | ' | ' |
Share-based compensation expense | 67,000 | 38,000 | 170,000 | 86,000 |
Stock-based Compensation | Selling and marketing | ' | ' | ' | ' |
Stock-based compensation | ' | ' | ' | ' |
Share-based compensation expense | 46,000 | 29,000 | 123,000 | 81,000 |
Stock-based Compensation | General and administrative | ' | ' | ' | ' |
Stock-based compensation | ' | ' | ' | ' |
Share-based compensation expense | 238,000 | 96,000 | 535,000 | 270,000 |
Equity-based Compensation | ' | ' | ' | ' |
Stock-based compensation | ' | ' | ' | ' |
Share-based compensation expense | ' | 77,000 | ' | 203,000 |
Equity-based Compensation | Cost of revenue | ' | ' | ' | ' |
Stock-based compensation | ' | ' | ' | ' |
Share-based compensation expense | ' | 1,000 | ' | 2,000 |
Equity-based Compensation | Research and development | ' | ' | ' | ' |
Stock-based compensation | ' | ' | ' | ' |
Share-based compensation expense | ' | 27,000 | ' | 71,000 |
Equity-based Compensation | Selling and marketing | ' | ' | ' | ' |
Stock-based compensation | ' | ' | ' | ' |
Share-based compensation expense | ' | 10,000 | ' | 31,000 |
Equity-based Compensation | General and administrative | ' | ' | ' | ' |
Stock-based compensation | ' | ' | ' | ' |
Share-based compensation expense | ' | $39,000 | ' | $99,000 |
Stock_Incentive_Plan_Details_5
Stock Incentive Plan (Details 5) (USD $) | 9 Months Ended | 3 Months Ended | 9 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | |||||||||||||||
Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Feb. 28, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Feb. 28, 2013 | |
Stock-based Compensation, employee | Stock-based Compensation, employee | Stock-based Compensation, employee | Stock-based Compensation, employee | Stock-based Compensation, employee | Stock-based Compensation, employee | Stock-based Compensation, employee | Stock-based Compensation, employee | Stock-based Compensation, non-employee | Stock-based Compensation, non-employee | Stock-based Compensation, non-employee | Stock-based Compensation, non-employee | Stock-based Compensation, non-employee | Stock-based Compensation, non-employee | Equity-based Compensation, executive bonus | Equity-based Compensation, executive bonus | Equity-based Compensation, executive bonus | Equity-based Compensation, incentive stock options | ||||
Minimum | Minimum | Maximum | Maximum | Minimum | Minimum | Maximum | Maximum | Chief Executive Officer | |||||||||||||
Assumptions used to calculate estimated fair value of stock options using the Black-Scholes option-pricing valuation model | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Grant date fair market value (in dollars per share) | $12.12 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $4 | ' | ' | ' |
Weighted-average volatility, low end of range (as a percent) | ' | ' | ' | ' | ' | 80.42% | 83.06% | ' | ' | ' | ' | 78.81% | 83.06% | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted-average volatility, high end of range (as a percent) | ' | ' | ' | ' | ' | 81.41% | 84.33% | ' | ' | ' | ' | 79.54% | 83.53% | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted-average volatility (as a percent) | ' | ' | ' | 80.57% | 84.33% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 81.41% | ' | ' | ' |
Weighted-average expected term | ' | ' | ' | '6 years 29 days | '6 years 29 days | ' | ' | '5 years | '5 years | '6 years 29 days | '6 years 29 days | ' | ' | '7 years 11 months 19 days | '8 years 5 months 23 days | '9 years 2 months 5 days | '9 years 5 months 8 days | '5 years | ' | ' | ' |
Risk-free interest rate, low end of range (as a percent) | ' | ' | ' | ' | ' | 0.88% | 0.75% | ' | ' | ' | ' | 2.22% | 1.34% | ' | ' | ' | ' | ' | ' | ' | ' |
Risk-free interest rate, high end of range (as a percent) | ' | ' | ' | ' | ' | 2.11% | 1.19% | ' | ' | ' | ' | 2.47% | 1.53% | ' | ' | ' | ' | ' | ' | ' | ' |
Risk-free interest rate (as a percent) | ' | ' | ' | 2.11% | 0.75% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.88% | ' | ' | ' |
Expected dividend yield (as a percent) | ' | ' | ' | 0.00% | 0.00% | 0.00% | 0.00% | ' | ' | ' | ' | 0.00% | 0.00% | ' | ' | ' | ' | 0.00% | ' | ' | ' |
Percentage of executive bonus to be paid through grant of stock options | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50.00% | ' | ' |
Anticipated grants accrual | $1,248,000 | ' | $1,360,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $259,000 | $0 | ' |
Fair value (in dollars per share) | $2.24 | $1.38 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $2.59 | ' | ' | ' |
Share-based compensation expense | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $259,000 | ' | ' |
Options granted (in shares) | 636,654,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100,498 | ' | ' | 12,500 |
Exercise price (in dollars per share) | $4.70 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $4 |
Contractual term | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '10 years |
Genzyme_Copromotion_Agreement_
Genzyme Co-promotion Agreement (Details) (USD $) | 9 Months Ended | 1 Months Ended | 3 Months Ended | 9 Months Ended | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Sep. 30, 2013 | Sep. 30, 2012 | Jan. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Jan. 31, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | |
Co-promotion agreement | Co-promotion agreement | Co-promotion agreement | Co-promotion agreement | Co-promotion agreement | Co-promotion agreement | Co-promotion agreement | Co-promotion agreement | Co-promotion agreement | Co-promotion agreement | Co-promotion agreement | Co-promotion agreement | |||
item | item | Accounts payable | Accrued liabilities | Accrued liabilities | Genzyme | Genzyme | Genzyme | |||||||
Genzyme Co-promotion Agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of countries outside United States in which marketing authorization is obtained | ' | ' | 40 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Co-promotion fee received from Genzyme | ' | $10,000,000 | $10,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Additional payments that may be received | ' | ' | ' | ' | ' | 3,000,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Additional payments that may be received for each country outside of the United States in which the company obtains marketing authorization and achieves a specified level of reimbursement | ' | ' | ' | ' | ' | 600,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Number of countries outside United States for which additional payments may be received | ' | ' | ' | ' | ' | 5 | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of cash receipts of co-promotion fees received by co-promoter | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 40.00% | ' | 50.00% |
Percentage of cash receipts of co-promotion fees received by co-promoter for remaining periods | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 32.00% | ' |
Maximum amount to be spent by co-promoter for qualifying clinical development activities in countries that require additional testing | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 500,000 | ' |
Prior notice period for termination of agreement | ' | ' | ' | ' | ' | '6 months | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of co-promotion fee required to be repaid if agreement terminated prior to January 2014 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50.00% | ' |
Percentage of co-promotion fee required to be repaid if agreement terminated between January 2014 and January 2015 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 40.00% | ' |
Percentage of co-promotion fee required to be repaid if agreement terminated between January 2015 and January 2016 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 30.00% | ' |
Amortization period of co-promotion fee | ' | ' | ' | ' | ' | '4 years | ' | ' | ' | ' | ' | ' | ' | ' |
Amortization of co-promotion fee | 1,875,000 | 1,761,000 | ' | 625,000 | 625,000 | 1,900,000 | 1,800,000 | ' | ' | ' | ' | ' | ' | ' |
Unamortized balance of the co-promotion fee | ' | ' | ' | 5,700,000 | ' | 5,700,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Co-promotion expenses | ' | ' | ' | 2,300,000 | 1,600,000 | 6,000,000 | 3,300,000 | ' | ' | ' | ' | ' | ' | ' |
Outstanding obligation to Genzyme | ' | ' | ' | $6,000,000 | ' | $6,000,000 | ' | $2,200,000 | $3,700,000 | $2,300,000 | $2,200,000 | ' | ' | ' |
Thyroid_Cytology_Partners_Deta
Thyroid Cytology Partners (Details) (USD $) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | |
Thyroid Cytology Partners | ' | ' | ' | ' | ' |
Outstanding obligations | $5,604,000 | ' | $5,604,000 | ' | $1,888,000 |
Thyroid Cytology Partners | ' | ' | ' | ' | ' |
Thyroid Cytology Partners | ' | ' | ' | ' | ' |
Expenses for cytopathology testing and evaluation services | 816,000 | 491,000 | 2,333,000 | 1,135,000 | ' |
Reimbursed professional licensure fees | 0 | 37,000 | 0 | 103,000 | ' |
Outstanding obligations | $546,000 | ' | $546,000 | ' | $458,000 |
Net_Loss_per_Common_Share_Deta
Net Loss per Common Share (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Calculation of basic and diluted net loss per common share | ' | ' | ' | ' |
Net loss | ($6,303) | ($4,938) | ($19,688) | ($13,812) |
Shares used to compute net loss per common share, basic and diluted (in shares) | 955,890 | 659,129 | 860,957 | 645,306 |
Net loss per common share, basic and diluted (in dollars per share) | ($6.59) | ($7.49) | ($22.87) | ($21.40) |
Outstanding common stock equivalents excluded from the computation of diluted net loss per common share | ' | ' | ' | ' |
Outstanding common stock equivalents (in shares) | ' | ' | 17,377,692 | 13,466,803 |
Convertible preferred stock (as converted) | ' | ' | ' | ' |
Outstanding common stock equivalents excluded from the computation of diluted net loss per common share | ' | ' | ' | ' |
Outstanding common stock equivalents (in shares) | ' | ' | 14,997,312 | 11,286,998 |
Options to purchase common stock | ' | ' | ' | ' |
Outstanding common stock equivalents excluded from the computation of diluted net loss per common share | ' | ' | ' | ' |
Outstanding common stock equivalents (in shares) | ' | ' | 2,355,579 | 2,179,805 |
Warrants to purchase convertible preferred stock (as converted) | ' | ' | ' | ' |
Outstanding common stock equivalents excluded from the computation of diluted net loss per common share | ' | ' | ' | ' |
Outstanding common stock equivalents (in shares) | ' | ' | 24,801 | ' |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 0 Months Ended | |
In Millions, unless otherwise specified | Jan. 02, 2013 | Sep. 30, 2013 |
Income Taxes | ' | ' |
Period for which research tax credit extended for qualified research expenditures incurred through the end of 2013 | '2 years | ' |
Unrecognized tax benefit | ' | $0.70 |
Unrecognized tax benefits, which if recognized, would affect the effective tax rate | ' | $0 |
Subsequent_Events_Details
Subsequent Events (Details) (USD $) | Sep. 30, 2013 | Nov. 04, 2013 | Oct. 09, 2013 | Nov. 04, 2013 |
In Millions, except Share data, unless otherwise specified | Subsequent Events | Subsequent Events | Subsequent Events | |
Maximum | ||||
item | ||||
Subsequent Events | ' | ' | ' | ' |
Number of shares issued and sold in IPO | ' | 5,000,000 | ' | ' |
Issuance price per share in IPO (in dollars per share) | $12.12 | $13 | ' | ' |
Net proceeds from issuance of common stock in IPO | ' | $57.90 | ' | ' |
Underwriting discounts and commissions | ' | 4.6 | ' | ' |
Estimated offering expenses | ' | $2.50 | ' | ' |
Convertible preferred stock converted to common stock (in shares) | ' | 59,989,268 | ' | ' |
Common stock issued on automatic conversion of outstanding convertible preferred stock (in shares) | ' | 14,997,312 | ' | ' |
Preferred stock warrants converted (in shares) | ' | 99,206 | ' | ' |
Warrants issued to purchase common stock upon conversion of preferred stock warrants (in shares) | ' | 24,801 | ' | ' |
Reverse stock split ratio | ' | ' | 4 | ' |
Common stock issued upon conversion of each preferred stock (in shares) | ' | ' | 0.25 | ' |
Number of shares of preferred stock authorized | ' | 5,000,000 | ' | ' |
Preferred stock, par value (in dollars per share) | ' | $0.00 | ' | ' |
Number of series in which preferred stock may be issued | ' | ' | ' | 1 |