Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2013 | Oct. 31, 2013 | |
Document Information [Line Items] | ' | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 30-Sep-13 | ' |
Document Fiscal Year Focus | '2013 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Trading Symbol | 'BGMD | ' |
Entity Registrant Name | 'BG MEDICINE, INC. | ' |
Entity Central Index Key | '0001407038 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Accelerated Filer | ' |
Entity Common Stock, Shares Outstanding | ' | 27,918,883 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Current assets | ' | ' |
Cash and cash equivalents | $11,349 | $12,786 |
Restricted cash | 265 | 390 |
Accounts receivable | 451 | 395 |
Inventory | 411 | 447 |
Prepaid expenses and other current assets | 504 | 558 |
Total current assets | 12,980 | 14,576 |
Property and equipment, net | 194 | 197 |
Intangible assets, net | 207 | 372 |
Deposits and other assets | 180 | 96 |
Total assets | 13,561 | 15,241 |
Current liabilities | ' | ' |
Term loan, current portion | 4,327 | 3,245 |
Accounts payable | 1,223 | 1,110 |
Accrued expenses | 3,000 | 3,549 |
Other current liabilities | 342 | 411 |
Total current liabilities | 8,892 | 8,315 |
Term loan, net of current portion | 4,059 | 6,612 |
Other liabilities | ' | 5 |
Total liabilities | 12,951 | 14,932 |
Commitments and contingencies (Note 5) | ' | ' |
Stockholders' equity | ' | ' |
Common stock; $.001 par value; 100,000,000 shares authorized at September 30, 2013 and December 31, 2012; 27,918,883 and 20,515,398 shares issued and outstanding at September 30, 2013 and December 31, 2012, respectively | 28 | 21 |
Additional paid-in capital | 151,585 | 137,377 |
Accumulated deficit | -151,003 | -137,089 |
Total stockholders' equity | 610 | 309 |
Total liabilities and stockholders' equity | $13,561 | $15,241 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parenthetical) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 27,918,883 | 20,515,398 |
Common stock, shares outstanding | 27,918,883 | 20,515,398 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements Of Operations (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 |
Revenues: | ' | ' | ' | ' |
Product revenue | $1,007 | $610 | $2,799 | $1,592 |
Service revenue | 23 | 31 | 125 | 151 |
Total revenues | 1,030 | 641 | 2,924 | 1,743 |
Costs and operating expenses: | ' | ' | ' | ' |
Product costs | 321 | 209 | 954 | 552 |
Service costs | 23 | 31 | 125 | 151 |
Research and development | 1,048 | 2,549 | 3,541 | 7,662 |
Selling and marketing | 1,353 | 2,524 | 5,279 | 7,388 |
General and administrative | 1,648 | 1,864 | 5,738 | 6,113 |
Total costs and operating expenses | 4,393 | 7,177 | 15,637 | 21,866 |
Loss from operations | -3,363 | -6,536 | -12,713 | -20,123 |
Non-cash consideration associated with stock purchase agreement | ' | ' | -329 | ' |
Interest income | 3 | 9 | 13 | 17 |
Interest expense | -309 | -302 | -893 | -779 |
Other income | 4 | 15 | 8 | 15 |
Net loss | ($3,665) | ($6,814) | ($13,914) | ($20,870) |
Net loss per share - basic and diluted | ($0.13) | ($0.34) | ($0.52) | ($1.04) |
Weighted-average common shares outstanding used in computing per share amounts - basic and diluted | 27,918,883 | 20,320,190 | 26,971,981 | 20,118,768 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements Of Cash Flows (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 |
Cash flows from operating activities | ' | ' |
Net loss | ($13,914) | ($20,870) |
Adjustments to reconcile net loss to net cash used in operating activities | ' | ' |
Depreciation and amortization | 236 | 210 |
Stock-based compensation | 914 | 1,881 |
Non-cash interest expense | 144 | 139 |
Non-cash consideration associated with stock purchase agreement | 329 | ' |
Gain on sale of property and equipment | -53 | ' |
Changes in operating assets and liabilities | ' | ' |
Restricted cash | 125 | 92 |
Accounts receivable | -56 | -32 |
Inventory | 36 | -240 |
Prepaid expenses and other assets | -74 | -96 |
Accounts payable, accrued expenses and other current liabilities | -507 | 2,395 |
Net cash flows used in operating activities | -12,820 | -16,521 |
Cash flows from investing activities | ' | ' |
Purchases of property and equipment | -115 | -85 |
Proceeds from the sale of property and equipment | 100 | ' |
Net cash flows used in investing activities | -15 | -85 |
Cash flows from financing activities | ' | ' |
Proceeds from public offering, net of costs | 12,771 | ' |
Proceeds from issuance of term loan | ' | 10,000 |
Payments on term loan | -1,413 | ' |
Costs related to term loan issuance | ' | -256 |
Proceeds from ESPP purchases | 13 | 30 |
Proceeds from the exercise of stock options | 27 | 537 |
Net cash flows provided by financing activities | 11,398 | 10,311 |
Net decrease in cash and cash equivalents | -1,437 | -6,295 |
Cash and cash equivalents, beginning of period | 12,786 | 23,874 |
Cash and cash equivalents, end of period | 11,349 | 17,579 |
Supplemental disclosure of cash flow information | ' | ' |
Cash paid for interest | 673 | 532 |
Supplemental disclosure of non-cash activities | ' | ' |
Issuance of common stock warrants accounted for as debt discount | $163 | $240 |
Description_of_Business_and_Ba
Description of Business and Basis of Presentation | 9 Months Ended | |
Sep. 30, 2013 | ||
Description of Business and Basis of Presentation | ' | |
1 | Description of Business and Basis of Presentation | |
Description of Business | ||
BG Medicine, Inc. (“BG Medicine” or the “Company”) is a commercial stage company that is focused on the development and delivery of diagnostic solutions to aid in the clinical management of heart failure and related disorders. The Company currently has two diagnostic tests, the first of which is the BGM Galectin-3® Test, a novel assay for measuring galectin-3 levels in blood plasma or serum for use as an aid in assessing the prognosis of patients diagnosed with heart failure. The second diagnostic test is the CardioSCORE™ test, which is designed to identify individuals at high risk for near-term, significant cardiovascular events, such as heart attack and stroke. Currently, the Company’s focus is on the adoption and commercialization of the galectin-3 test. | ||
Basis of Presentation | ||
The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States and in accordance with the rules and regulations of the SEC for interim financial information. Accordingly, they do not include all of the information and notes required by generally accepted accounting principles for complete financial statements. The interim financial statements have been prepared on the same basis as the annual financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s financial position at September 30, 2013 and results of operations and cash flows for the interim periods ended September 30, 2013 and 2012. The results of the three and nine months ended September 30, 2013 are not necessarily indicative of the results to be expected for the year ending December 31, 2013 or for any other interim period or for any other future year. These interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012. | ||
The Company is in the early stages of commercializing its BGM Galectin-3 Test. Interest in the BGM Galectin-3 Test is increasing as a result of the Company’s market development activities, although it has not yet translated into significant revenue. In order to achieve profitability, the Company will need to generate significant product revenues. | ||
During the nine months ended September 30, 2013, the Company incurred a net loss of $13.9 million and used $12.8 million of cash in operations, and expects to continue to incur losses and use cash during the remainder of 2013 and beyond. At September 30, 2013, the Company had cash and cash equivalents totaling $11.3 million, excluding restricted cash; and an outstanding balance of $8.6 million under a secured term loan facility. | ||
The level of reimbursement for the Company’s BGM Galectin-3 Test is one of many key influences on expanding commercial interest in adoption of the test. In the United States, the payment rate at which the Company’s BGM Galectin-3 Test is currently reimbursed by the Centers for Medicare and Medicaid Services (“CMS”) is $17.80 per test. The Company made a request for reconsideration of the CMS determination made for 2013 and in September received a preliminary decision to set the 2014 payment rate at the amount of a crosswalked test whose 2013 national limitation amount is $30.24, subject to a final determination by CMS by year-end 2013. The 2014 payment rate is subject to overall adjustments to the Clinical Laboratory Fee Schedule for 2014 and will be effective January 1, 2014. | ||
The Company believes that its existing cash and cash equivalents will be sufficient to fund its operations into the fourth quarter of 2014. The Company is forecasting increases in revenues from the higher reimbursement levels described above and engaging additional laboratory providers, as well as further reduction in operating expenses. If forecasted revenue increases are not realized in the near term, the Company would take measures to realign its costs with its revenues to preserve its cash resources. Such efforts to preserve its business may limit future revenue growth and the ability to develop new diagnostic tests. | ||
In addition to its cash and cash equivalents, the Company also has a Common Stock Purchase Agreement pursuant to which it may require Aspire Capital Fund, LLC to purchase up to $12 million of the Company’s common stock (Note 6), subject to the conditions and limitations contained therein. At September 30, 2013, the Company’s closing stock price was below the floor price of $1.00 per share required by the agreement; as a result, there was no availability under this facility at September 30, 2013. However, if in the future, the Company’s closing stock price equals or exceeds the floor price in the agreement, the Company would have access to this facility. The Company has not yet sold any shares under the agreement, which expires in May 2015. | ||
As further described in Note 4, the Company’s term loan is secured by substantially all of the Company’s assets. The loan and security agreement contains customary events of default that entitle the lenders to cause any or all of the Company’s indebtedness under the loan and security agreement to become immediately due and payable and could cause the lenders to foreclose on the collateral securing the indebtedness, including the Company’s cash and cash equivalents. The events of default include, among others, acceleration under a material adverse effect clause. | ||
Until the Company generates significant product revenues to reach cash breakeven, the Company will need to raise additional funds to finance its operations and service its existing debt. The Company may not be able to obtain adequate financing to do so when necessary, and the terms of any financings may not be advantageous. | ||
The above circumstances along with the Company’s history and near term forecast of incurring net losses and negative operating cash flows raise substantial doubt regarding its ability to continue as a going concern. The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue to operate as a going concern, which contemplates the realization of assets and settlement of liabilities in the normal course of business and do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from uncertainty related to its ability to continue as a going concern. |
Significant_Accounting_Policie
Significant Accounting Policies | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Significant Accounting Policies | ' | ||||||||||||||||
2 | Significant Accounting Policies | ||||||||||||||||
Revenue Recognition | |||||||||||||||||
Revenue is recognized when the following criteria have been met: (i) persuasive evidence of an arrangement exists; (ii) delivery has occurred and risk of loss has passed; (iii) the seller’s price to the buyer is fixed or determinable; and (iv) collectability is reasonably assured. | |||||||||||||||||
Product Revenue | |||||||||||||||||
The Company sells its products through supply agreements with laboratory testing services and diagnostic testing distributors and directly to hospitals and clinics. The Company recognizes revenue when products are received by customers, at which time both title and risk of loss have passed to the customers. The Company negotiates credit terms on a customer-by-customer basis and products are shipped at an agreed-upon price. | |||||||||||||||||
Revenue is recorded net of taxes collected from customers that are remitted to governmental authorities, with the collected taxes recorded as current liabilities until remitted to the relevant government authority. | |||||||||||||||||
The Company does not currently provide an allowance for doubtful accounts or sales returns as the Company has not experienced any credit losses, and returns are only allowed for defects in workmanship or packaging. | |||||||||||||||||
Service Revenue | |||||||||||||||||
The Company’s revenue has historically been generated through initiatives, collaborations and biomarker discovery and analysis services agreements. The services the Company provides under these agreements typically include the integrated analysis of preclinical and/or clinical samples to identify biomarkers related to disease mechanisms. In some cases, the Company has retained certain intellectual property rights to the biomarkers identified in the course of these arrangements. The revenue arrangements have a stated term and the Company has no obligations or ongoing commitments after the specified term of the arrangement. Service revenues are primarily attributable to the activities from the HRP initiative, which is winding down due to the completion of the collaboration. | |||||||||||||||||
Revenue generated from collaborations and initiatives includes revenue from research services and technology licensing agreements. Under these arrangements, the Company is contractually obligated to provide research services and project oversight and administration. The rights to the results of the research, including any intellectual property developed, are licensed to all the members of the collaboration at the inception of the arrangement. The Company has accounted for all deliverables, which include the research services, oversight and administration and the rights to the intellectual property developed, as a single unit of accounting as there is no stand-alone value to the individual elements. The Company considers the terms and conditions of each agreement and recognizes revenues based upon a proportional performance methodology. This methodology involves recognizing revenue over the term of the agreement, as underlying research costs are incurred, and measured on the basis of input measures such as labor or instrument hours expended. The Company believes that these input measures approximate the output measures as the costs incurred are directly proportional to the services that are being provided. The Company makes adjustments, if necessary, to the estimates used in its calculations as work progresses and as such changes are known. The principal costs under these agreements are for personnel and instrumentation expenses to conduct research and development but also include costs for materials and other direct and indirect items necessary to complete the research under these agreements. Actual results may vary from the Company’s estimates. | |||||||||||||||||
Payments received on uncompleted long-term contracts may be greater than incurred costs and estimated earnings and have been recorded as deferred revenues and classified as other current liabilities in the accompanying consolidated balance sheets. | |||||||||||||||||
Inventory | |||||||||||||||||
Inventory is stated at the lower of cost or market. Costs are determined under the first-in, first-out (FIFO) method. Inventories consisted of the following: | |||||||||||||||||
(in thousands) | September 30, 2013 | December 31, 2012 | |||||||||||||||
Raw materials | $ | 22 | $ | 81 | |||||||||||||
Finished goods | 389 | 366 | |||||||||||||||
Total inventories | $ | 411 | $ | 447 | |||||||||||||
Net Loss Per Share | |||||||||||||||||
Basic and diluted net loss per share is computed by dividing the net loss by the weighted-average number of common shares outstanding for the period. Because the Company has reported a net loss for all periods presented, diluted net loss per common share is the same as basic net loss per common share for all periods presented. | |||||||||||||||||
The following table summarizes the computation of basic and diluted net loss per share for the three and nine months ended September 30, 2013 and 2012: | |||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
(in thousands, except share and per share data) | |||||||||||||||||
Net loss | $ | (3,665 | ) | $ | (6,814 | ) | $ | (13,914 | ) | $ | (20,870 | ) | |||||
Weighted average number of shares - basic and diluted | 27,918,883 | 20,320,190 | 26,971,981 | 20,118,768 | |||||||||||||
Net loss per share - basic and diluted | $ | (0.13 | ) | $ | (0.34 | ) | $ | (0.52 | ) | $ | (1.04 | ) | |||||
For the three and nine months ended September 30, 2013 and 2012, the following potential common shares were excluded from the computation of diluted net loss per share because they had an antidilutive impact due to the losses reported: | |||||||||||||||||
2013 | 2012 | ||||||||||||||||
Options to purchase common stock | 2,608,282 | 2,784,777 | |||||||||||||||
Warrants to purchase common stock | 864,555 | 1,086,343 |
Fair_Value_of_Financial_Instru
Fair Value of Financial Instruments | 9 Months Ended | |
Sep. 30, 2013 | ||
Fair Value of Financial Instruments | ' | |
3 | Fair Value of Financial Instruments | |
At September 30, 2013, the Company’s financial instruments consist of cash equivalents, restricted cash, accounts receivable, accounts payable and debt. The carrying amounts of accounts receivable and accounts payable are considered reasonable estimates of their fair values, due to the short maturity of these instruments. The carrying amount of the current debt at September 30, 2013 is considered a reasonable estimate of fair value due to its short maturity. The carrying amount of the long term debt is considered a reasonable estimate of fair value because the Company’s interest rate is near current market rates for instruments with similar characteristics. |
Term_Loan
Term Loan | 9 Months Ended | |
Sep. 30, 2013 | ||
Term Loan | ' | |
4 | Term Loan | |
On February 10, 2012, the Company entered into a secured term loan facility, and a term loan in the aggregate principal amount of $10.0 million was funded upon the closing of the transaction. The term loan accrues interest at a rate of 8% per annum plus the higher of (a) the 3-month LIBOR rate or (b) 1.25%. The interest rate in effect at September 30, 2013 was 9.25%. Interest only payments were made for the first twelve months of the loan term. Following that initial twelve month period, principal and interest payments are required to be paid on a monthly basis through maturity at September 2015. The term loan is secured by substantially all of the Company’s assets, other than its intellectual property, for which the Company has provided a negative pledge. The loan and security agreement contains customary representations and warranties and customary affirmative and negative covenants, including, among others, covenants that limit or restrict the Company’s ability to incur indebtedness, merge or consolidate, dispose of assets, make acquisitions, pay dividends or make distributions, or repurchase stock. In addition, the loan and security agreement contains customary events of default that entitle the lenders to cause any or all of the Company’s indebtedness under the loan and security agreement to become immediately due and payable and could cause the lenders to foreclose on the collateral securing the indebtedness, including the Company’s cash and cash equivalents. The events of default include, among others, non-payment, inaccuracy of representations and warranties, covenant defaults, bankruptcy and insolvency and the occurrence of a material adverse effect (as defined in the loan and security agreement). | ||
May 2013 Loan Amendment | ||
In May 2013, the Company amended its loan and security agreement to allow for a three month deferral of principal payments beginning May 1, 2013 and to allow for up to an additional three months of deferral based on the Company meeting certain minimum liquidity requirements, as defined in the amendment. The Company made principal payments in March and April of 2013 prior to the signing of the amendment. The Company did not meet the additional liquidity requirements, as defined in the amendment, and, accordingly, principal payments resumed on August 1, 2013. The amendment also increased certain loan fees by $50,000, and amended the terms of the warrants, as discussed below. | ||
Warrants | ||
In connection with the loan facility, the Company initially issued to the lenders warrants to purchase 36,657 shares of its common stock with an exercise price of $6.82 per share. The warrants expire ten years from the date of issuance. The warrants were valued using the Black-Scholes option pricing model using the following assumptions: fair value of the underlying common stock of $8.51 per share; volatility of 70%; no dividend yield; risk free interest rate of 1.96%; and an expected life of ten years. The relative fair value of the warrants, aggregating $240,000, has been accounted for as a debt discount and is being recognized as interest expense over the term of the loan using the effective interest method. These warrants have been classified as equity instruments and are included within additional paid-in capital. As part of the May 2013 amendment to the loan and security agreement, the number of shares for which the warrants were exercisable increased by 110,401 shares and the exercise price of the warrants was adjusted to $1.70 per share. At the loan modification date, the Company valued both the new and the original warrants using the Black-Scholes option pricing model and recorded the incremental value of the new warrants as additional debt discount in the amount of $163,000, which is being recognized as additional interest expense over the remaining term of the loan using the effective interest method. The warrants under the term loan have been classified as equity instruments and are included within additional paid-in capital. | ||
At September 30, 2013, the Company had $8.6 million outstanding under the term loan and had an unamortized debt discount of $0.2 million. |
Commitments_and_Contingencies
Commitments and Contingencies | 9 Months Ended | |
Sep. 30, 2013 | ||
Commitments and Contingencies | ' | |
5 | Commitments and Contingencies | |
From time to time, the Company may be subject to various legal proceedings and claims arising in the ordinary course of business. The Company assesses contingencies to determine the degree of probability and range of possible loss for potential accrual in its financial statements. An estimated loss contingency is accrued in the financial statements if it is possible that a liability has been incurred and the amount of the loss can be reasonably estimated. | ||
The Company is involved in litigation with a former research collaborator resulting from the Company’s termination of its participation in a collaboration. While the Company believes it has substantially complied with all of its contracts with the former research collaborator, the ultimate resolution of the matter could result in a loss to the Company in excess of the amount accrued. | ||
No other amounts related to contingencies are accrued at September 30, 2013. |
Common_Stock_Purchase_Agreemen
Common Stock Purchase Agreement | 9 Months Ended | |
Sep. 30, 2013 | ||
Common Stock Purchase Agreement | ' | |
6 | Common Stock Purchase Agreement | |
On January 24, 2013, the Company entered into a Common Stock Purchase Agreement, or the Purchase Agreement, with Aspire Capital Fund, LLC, or Aspire, to purchase, at the Company’s option, up to an aggregate of $12.0 million of shares of its common stock over a two-year term, which expires in May 2015. Under the Purchase Agreement, the Company initially issued 132,743 shares of its common stock as a commitment fee. The Company’s sales to Aspire will be made subject to market conditions, in light of its capital needs and under various limitations contained in the Purchase Agreement. At September 30, 2013, the Company’s closing stock price was below the floor price of $1.00 per share required by the Purchase Agreement; as a result, there was no availability under this facility at September 30, 2013. The Company has not yet sold any shares under the Purchase Agreement. | ||
Over the term of the Purchase Agreement, assuming the Company’s common stock is trading above the $1.00 minimum floor price that is required to use the facility, the Company has two ways to elect to sell common stock to Aspire on any business day the Company selects: (1) through a regular purchase of up to 100,000 shares at prices based on the market price of the Company’s common stock prior to the time of each sale, and (2) through a volume weighted average price, or VWAP, purchase of a number of shares up to 30% of the volume traded on the purchase date at a price equal to the lesser of the closing sale price or 95% of the VWAP for such purchase date. | ||
The Company also entered into a Registration Rights Agreement with Aspire, which requires, among other things, that the Company maintains the effectiveness of the Company’s registration statement that registered the shares issued and issuable to Aspire under the Purchase Agreement. |
Public_Offering
Public Offering | 9 Months Ended | |
Sep. 30, 2013 | ||
Public Offering | ' | |
7 | Public Offering | |
On January 30, 2013, the Company closed a follow-on underwritten public offering of 6,900,000 shares of its common stock, at an offering price of $2.00 per share, for gross proceeds of $13.8 million. The net offering proceeds received by the Company, after deducting underwriting discounts and commissions and expenses incurred in connection with the offering, were approximately $12.8 million. |
Significant_Accounting_Policie1
Significant Accounting Policies (Policies) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Revenue Recognition | ' | ||||||||||||||||
Revenue Recognition | |||||||||||||||||
Revenue is recognized when the following criteria have been met: (i) persuasive evidence of an arrangement exists; (ii) delivery has occurred and risk of loss has passed; (iii) the seller’s price to the buyer is fixed or determinable; and (iv) collectability is reasonably assured. | |||||||||||||||||
Product Revenue | |||||||||||||||||
The Company sells its products through supply agreements with laboratory testing services and diagnostic testing distributors and directly to hospitals and clinics. The Company recognizes revenue when products are received by customers, at which time both title and risk of loss have passed to the customers. The Company negotiates credit terms on a customer-by-customer basis and products are shipped at an agreed-upon price. | |||||||||||||||||
Revenue is recorded net of taxes collected from customers that are remitted to governmental authorities, with the collected taxes recorded as current liabilities until remitted to the relevant government authority. | |||||||||||||||||
The Company does not currently provide an allowance for doubtful accounts or sales returns as the Company has not experienced any credit losses, and returns are only allowed for defects in workmanship or packaging. | |||||||||||||||||
Service Revenue | |||||||||||||||||
The Company’s revenue has historically been generated through initiatives, collaborations and biomarker discovery and analysis services agreements. The services the Company provides under these agreements typically include the integrated analysis of preclinical and/or clinical samples to identify biomarkers related to disease mechanisms. In some cases, the Company has retained certain intellectual property rights to the biomarkers identified in the course of these arrangements. The revenue arrangements have a stated term and the Company has no obligations or ongoing commitments after the specified term of the arrangement. Service revenues are primarily attributable to the activities from the HRP initiative, which is winding down due to the completion of the collaboration. | |||||||||||||||||
Revenue generated from collaborations and initiatives includes revenue from research services and technology licensing agreements. Under these arrangements, the Company is contractually obligated to provide research services and project oversight and administration. The rights to the results of the research, including any intellectual property developed, are licensed to all the members of the collaboration at the inception of the arrangement. The Company has accounted for all deliverables, which include the research services, oversight and administration and the rights to the intellectual property developed, as a single unit of accounting as there is no stand-alone value to the individual elements. The Company considers the terms and conditions of each agreement and recognizes revenues based upon a proportional performance methodology. This methodology involves recognizing revenue over the term of the agreement, as underlying research costs are incurred, and measured on the basis of input measures such as labor or instrument hours expended. The Company believes that these input measures approximate the output measures as the costs incurred are directly proportional to the services that are being provided. The Company makes adjustments, if necessary, to the estimates used in its calculations as work progresses and as such changes are known. The principal costs under these agreements are for personnel and instrumentation expenses to conduct research and development but also include costs for materials and other direct and indirect items necessary to complete the research under these agreements. Actual results may vary from the Company’s estimates. | |||||||||||||||||
Payments received on uncompleted long-term contracts may be greater than incurred costs and estimated earnings and have been recorded as deferred revenues in the accompanying consolidated balance sheets. Payments received prior to commencement of a contract are recorded as customer deposits. | |||||||||||||||||
Inventory | ' | ||||||||||||||||
Inventory | |||||||||||||||||
Inventory is stated at the lower of cost or market. Costs are determined under the first-in, first-out (FIFO) method. Inventories consisted of the following: | |||||||||||||||||
(in thousands) | September 30, 2013 | December 31, 2012 | |||||||||||||||
Raw materials | $ | 22 | $ | 81 | |||||||||||||
Finished goods | 389 | 366 | |||||||||||||||
Total inventories | $ | 411 | $ | 447 | |||||||||||||
Net Loss Per Share | ' | ||||||||||||||||
Net Loss Per Share | |||||||||||||||||
Basic and diluted net loss per share is computed by dividing the net loss by the weighted-average number of common shares outstanding for the period. Because the Company has reported a net loss for all periods presented, diluted net loss per common share is the same as basic net loss per common share for all periods presented. | |||||||||||||||||
The following table summarizes the computation of basic and diluted net loss per share for the three and nine months ended September 30, 2013 and 2012: | |||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
(in thousands, except share and per share data) | |||||||||||||||||
Net loss | $ | (3,665 | ) | $ | (6,814 | ) | $ | (13,914 | ) | $ | (20,870 | ) | |||||
Weighted average number of shares - basic and diluted | 27,918,883 | 20,320,190 | 26,971,981 | 20,118,768 | |||||||||||||
Net loss per share - basic and diluted | $ | (0.13 | ) | $ | (0.34 | ) | $ | (0.52 | ) | $ | (1.04 | ) | |||||
For the three and nine months ended September 30, 2013 and 2012, the following potential common shares were excluded from the computation of diluted net loss per share because they had an antidilutive impact due to the losses reported: | |||||||||||||||||
2013 | 2012 | ||||||||||||||||
Options to purchase common stock | 2,608,282 | 2,784,777 | |||||||||||||||
Warrants to purchase common stock | 864,555 | 1,086,343 |
Significant_Accounting_Policie2
Significant Accounting Policies (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Summary of Inventories | ' | ||||||||||||||||
Inventories consisted of the following: | |||||||||||||||||
(in thousands) | September 30, 2013 | December 31, 2012 | |||||||||||||||
Raw materials | $ | 22 | $ | 81 | |||||||||||||
Finished goods | 389 | 366 | |||||||||||||||
Total inventories | $ | 411 | $ | 447 | |||||||||||||
Summary of Computation of Basic and Diluted Net Loss Per Share | ' | ||||||||||||||||
The following table summarizes the computation of basic and diluted net loss per share for the three and nine months ended September 30, 2013 and 2012: | |||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
(in thousands, except share and per share data) | |||||||||||||||||
Net loss | $ | (3,665 | ) | $ | (6,814 | ) | $ | (13,914 | ) | $ | (20,870 | ) | |||||
Weighted average number of shares - basic and diluted | 27,918,883 | 20,320,190 | 26,971,981 | 20,118,768 | |||||||||||||
Net loss per share - basic and diluted | $ | (0.13 | ) | $ | (0.34 | ) | $ | (0.52 | ) | $ | (1.04 | ) | |||||
Common Shares Excluded From Computation of Diluted Net Loss Per Share Attributable to Common Stockholders | ' | ||||||||||||||||
For the three and nine months ended September 30, 2013 and 2012, the following potential common shares were excluded from the computation of diluted net loss per share because they had an antidilutive impact due to the losses reported: | |||||||||||||||||
2013 | 2012 | ||||||||||||||||
Options to purchase common stock | 2,608,282 | 2,784,777 | |||||||||||||||
Warrants to purchase common stock | 864,555 | 1,086,343 |
Description_of_Business_and_Ba1
Description of Business and Basis of Presentation - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | 9 Months Ended | 1 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | Sep. 30, 2013 | Sep. 30, 2013 | Feb. 10, 2012 | Jan. 24, 2013 | Sep. 30, 2013 | |
Centers for Medicare And Medicaid Services | Term loans | Term loans | Common Stock Purchase Agreement | Common Stock Purchase Agreement | |||||||
Aspire Capital Fund Llc | Aspire Capital Fund Llc | ||||||||||
Description Of Business Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net loss | ($3,665,000) | ($6,814,000) | ($13,914,000) | ($20,870,000) | ' | ' | ' | ' | ' | ' | ' |
Net cash flows used in operating activities | ' | ' | -12,820,000 | -16,521,000 | ' | ' | ' | ' | ' | ' | ' |
Cash and cash equivalents | 11,349,000 | 17,579,000 | 11,349,000 | 17,579,000 | 12,786,000 | 23,874,000 | ' | ' | ' | ' | ' |
Outstanding balance of term loan facility | ' | ' | ' | ' | ' | ' | ' | 8,600,000 | 10,000,000 | ' | ' |
Reimbursed price per test | ' | ' | ' | ' | ' | ' | 17.8 | ' | ' | ' | ' |
National limitation amount of crosswalked test | ' | ' | ' | ' | ' | ' | 30.24 | ' | ' | ' | ' |
Common stock sale amount under purchase agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | 12,000,000 | 12,000,000 |
Common stock purchase agreement, company's closing stock price per share | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1 |
Common stock available for sale amount under purchase agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0 |
Common stock purchase agreement, expiration period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '2015-05 |
Summary_of_Inventories_Detail
Summary of Inventories (Detail) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Inventory [Line Items] | ' | ' |
Raw materials | $22 | $81 |
Finished goods | 389 | 366 |
Total inventories | $411 | $447 |
Summary_of_Computation_of_Basi
Summary of Computation of Basic and Diluted Net Loss Per Share (Detail) (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 |
Schedule Of Computation Of Basic And Diluted Earnings Per Common Share [Line Items] | ' | ' | ' | ' |
Net loss | ($3,665) | ($6,814) | ($13,914) | ($20,870) |
Weighted average number of shares - basic and diluted | 27,918,883 | 20,320,190 | 26,971,981 | 20,118,768 |
Net loss per share - basic and diluted | ($0.13) | ($0.34) | ($0.52) | ($1.04) |
Common_Shares_Excluded_From_Co
Common Shares Excluded From Computation of Diluted Net Loss Per Share Attributable to Common Stockholders (Detail) | 9 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | |
Options to purchase common stock | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Antidilutive securities excluded from computation of earnings per share | 2,608,282 | 2,784,777 |
Warrants to purchase common stock | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Antidilutive securities excluded from computation of earnings per share | 864,555 | 1,086,343 |
Term_Loan_Additional_Informati
Term Loan - Additional Information (Detail) (Term loans, USD $) | 1 Months Ended | 9 Months Ended | |
31-May-13 | Sep. 30, 2013 | Feb. 10, 2012 | |
Debt Instrument [Line Items] | ' | ' | ' |
Loan facility amount borrowed | ' | $8,600,000 | $10,000,000 |
Line of credit, interest rate | ' | 8.00% | ' |
Principal and interest payments maturity date | ' | 30-Sep-15 | ' |
Interest rate description | ' | 'The term loan accrues interest at a rate of 8% per annum plus the higher of (a) the 3-month LIBOR rate or (b) 1.25%. The interest rate in effect at September 30, 2013 was 9.25%. | ' |
Line of credit, current interest rate | ' | 9.25% | ' |
Increase in loan fee | 50,000 | ' | ' |
Warrant issued to purchase common stock | 110,401 | 36,657 | ' |
Exercise price of common stock | ' | 6.82 | ' |
Warrant expiration period | ' | '10 years | ' |
Fair value of the underlying common stock | ' | $8.51 | ' |
Warrant, volatility | ' | 70.00% | ' |
Warrant, weighted average risk-free interest rate | ' | 1.96% | ' |
Warrant fair value | ' | 240,000 | ' |
Additional Debt Discount | 163,000 | ' | ' |
Unamortized debt discount | ' | $200,000 | ' |
Adjusted | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Exercise price of common stock | 1.7 | ' | ' |
Commitment_and_Contingency_Add
Commitment and Contingency - Additional Information (Detail) (USD $) | Sep. 30, 2013 |
In Thousands, unless otherwise specified | |
Commitment And Contingencies [Line Items] | ' |
Accrued other contingencies | $0 |
Common_Stock_Purchase_Agreemen1
Common Stock Purchase Agreement - Additional Information (Detail) (USD $) | 1 Months Ended | 9 Months Ended |
In Millions, except Share data, unless otherwise specified | Jan. 24, 2013 | Sep. 30, 2013 |
Maximum | ' | ' |
Schedule Of Common Share Purchase [Line Items] | ' | ' |
Additional purchase of common stock | ' | 100,000 |
Common Stock Purchase Agreement | Aspire Capital Fund Llc | ' | ' |
Schedule Of Common Share Purchase [Line Items] | ' | ' |
Common stock sale amount under purchase agreement | $12 | $12 |
Common shares issued as consideration for common stock purchase agreement | 132,743 | ' |
Common stock sale period | '2 years | ' |
Common stock purchase agreement, company's closing stock price per share | ' | $1 |
Common stock available for sale amount under purchase agreement | ' | $0 |
Common stock purchase agreement, expiration period | ' | '2015-05 |
Closing Sale Price | Maximum | ' | ' |
Schedule Of Common Share Purchase [Line Items] | ' | ' |
Percentage of shares to purchase | ' | 30.00% |
VWAP | ' | ' |
Schedule Of Common Share Purchase [Line Items] | ' | ' |
Percentage of closing sale price | ' | 95.00% |
Public_Offering_Additional_Inf
Public Offering - Additional Information (Detail) (Underwritten Public Offering, USD $) | 1 Months Ended |
In Millions, except Share data, unless otherwise specified | Jan. 30, 2013 |
Underwritten Public Offering | ' |
Equity [Line Items] | ' |
Shares of common stock under public offering | 6,900,000 |
Common stock Offering price | $2 |
Gross proceeds offering | $13.80 |
Offering proceeds net of underwriting discounts, commissions and expenses | $12.80 |