Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Mar. 24, 2015 | Jul. 17, 2014 | |
Document And Entity Information [Abstract] | |||
Document type | 10-K | ||
Amendment Flag | FALSE | ||
Document Period End Date | 31-Dec-14 | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | ROKA | ||
Entity Registrant Name | ROKA BIOSCIENCE, INC. | ||
Entity Central Index Key | 1472343 | ||
Current Fiscal Year End Date | -19 | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Current Reporting Status | Yes | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Common Stock, Shares Outstanding | 18,043,600 | ||
Entity Public Float | $46,454,024 |
Balance_Sheets
Balance Sheets (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current Assets: | ||
Cash and cash equivalents | $7,503 | $32,728 |
Short-term marketable securities | 36,231 | 0 |
Trade accounts receivable, net of $0 allowance for doubtful accounts | 670 | 277 |
Inventories | 4,930 | 3,879 |
Deferred tax assets | 0 | 3,135 |
Prepaid expenses and other current assets | 2,115 | 2,437 |
Total current assets | 51,449 | 42,456 |
Long-term marketable securities | 13,366 | 0 |
Property and equipment, net | 12,186 | 14,510 |
Intangible assets, net | 26,156 | 1,344 |
Goodwill | 360 | 360 |
Other assets | 308 | 444 |
Total assets | 103,825 | 59,114 |
Current Liabilities: | ||
Accounts payable | 1,134 | 1,226 |
Short-term deferred payments | 695 | 339 |
Notes payable, current | 9,956 | 4,919 |
Accrued expenses and other current liabilities | 2,125 | 2,381 |
Total current liabilities | 13,910 | 8,865 |
Deferred payments | 10,457 | 3,205 |
Convertible preferred stock warrant liability | 0 | 212 |
Deferred tax liabilities | 49 | 40 |
Other long-term liabilities | 334 | 339 |
Total liabilities | 24,750 | 12,661 |
Commitments and Contingencies (See Note 11) | ||
Stockholders’ Equity (Deficit): | ||
Convertible preferred stock, value | 0 | 0 |
Common stock, $0.001 par value: 500,000,000 shares of Common Stock authorized and 17,658,373 shares issued and outstanding at December 31, 2014; 141,963,421 shares of Series A common stock authorized and 1,181,936 shares issued and outstanding at December 31, 2013; and 292,414 shares of Series B common stock authorized and 3,129 shares issued and outstanding at December 31, 2013 | 18 | 8 |
Additional paid-in capital | 212,069 | 19,422 |
Treasury stock, at cost: 2,059 shares at December 31, 2014 and zero shares at December 31, 2013 | -8 | 0 |
Accumulated deficit | -133,004 | -100,774 |
Total liabilities and stockholders’ equity (deficit) | 79,075 | -81,344 |
Total liabilities and stockholders' deficit | 103,825 | 59,114 |
Series B convertible preferred stock, $0.001 par value: zero and 39,680,000 shares authorized; zero and 37,200,000 shares issued and outstanding at September 30, 2014 and December 31, 2013, respectively. (Liquidation Value: $37,200 at December 31, 2013) [Member] | ||
Stockholders’ Equity (Deficit): | ||
Convertible preferred stock, value | 0 | 33,450 |
Series C convertible preferred stock, $0.001 par value: zero and 12,090,672 shares authorized, issued and outstanding at September 30, 2014 and December 31, 2013, respectively, (Liquidation Value: $16,020 at December 31, 2013) [Member] | ||
Stockholders’ Equity (Deficit): | ||
Convertible preferred stock, value | 0 | 15,836 |
Series D convertible preferred stock, $0.001 par value: zero and 32,511,979 shares authorized, issued and outstanding at September 30, 2014 and December 31, 2013, respectively. (Liquidation Value $47,500 at December 31, 2013) [Member] | ||
Stockholders’ Equity (Deficit): | ||
Convertible preferred stock, value | 0 | 43,272 |
Series E convertible preferred stock, $0.001 par value: zero and 33,601,367 shares authorized, zero and 32,934,700 shares issued and outstanding at September 30, 2014 and December 31, 2013, respectively. (Liquidation Value $41,992 at December 31, 2013) [Member] | ||
Stockholders’ Equity (Deficit): | ||
Convertible preferred stock, value | $0 | $35,239 |
Condensed_Balance_Sheets_Paren
Condensed Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, except Share data, unless otherwise specified | ||
Allowance for doubtful accounts | $0 | $0 |
Convertible preferred stock, shares outstanding (in shares) | 0 | |
Common stock par value (in USD per share) | $0.00 | $0.00 |
Treasury Stock, Shares | 2,059 | 0 |
Series B Convertible Preferred Stock [Member] | ||
Convertible preferred stock, par value (in USD per share) | $0 | $0.00 |
Convertible preferred stock, shares authorized (in shares) | 0 | 39,680,000 |
Convertible preferred stock, shares issued (in shares) | 0 | 37,200,000 |
Convertible preferred stock, shares outstanding (in shares) | 0 | 37,200,000 |
Convertible preferred stock, liquidation value | 0 | 37,200 |
Series C Convertible Preferred Stock [Member] | ||
Convertible preferred stock, par value (in USD per share) | $0 | $0.00 |
Convertible preferred stock, shares authorized (in shares) | 0 | 12,090,672 |
Convertible preferred stock, shares issued (in shares) | 0 | 12,090,672 |
Convertible preferred stock, shares outstanding (in shares) | 0 | 12,090,672 |
Convertible preferred stock, liquidation value | 0 | 16,020 |
Series D Convertible Preferred Stock [Member] | ||
Convertible preferred stock, par value (in USD per share) | $0 | $0.00 |
Convertible preferred stock, shares authorized (in shares) | 0 | 32,511,979 |
Convertible preferred stock, shares issued (in shares) | 0 | 32,511,979 |
Convertible preferred stock, shares outstanding (in shares) | 0 | 32,511,979 |
Convertible preferred stock, liquidation value | 0 | 47,500 |
Series E Convertible Preferred Stock [Member] | ||
Convertible preferred stock, par value (in USD per share) | $0 | $0.00 |
Convertible preferred stock, shares authorized (in shares) | 0 | 33,601,367 |
Convertible preferred stock, shares issued (in shares) | 0 | 32,934,700 |
Convertible preferred stock, shares outstanding (in shares) | 0 | 32,934,700 |
Convertible preferred stock, liquidation value | $0 | $41,992 |
Preferred Stock [Member] | ||
Convertible preferred stock, par value (in USD per share) | $0.00 | $0 |
Convertible preferred stock, shares authorized (in shares) | 20,000,000 | 0 |
Convertible preferred stock, shares issued (in shares) | 0 | 0 |
Convertible preferred stock, shares outstanding (in shares) | 0 | 0 |
Common Stock [Member] | ||
Common stock, shares authorized (in shares) | 500,000,000 | 0 |
Common Stock, shares issued (in shares) | 17,660,432 | 0 |
Common Stock, shares outstanding (in shares) | 17,658,373 | 0 |
Series A Common Stock [Member] | ||
Common stock, shares authorized (in shares) | 0 | 141,963,421 |
Common Stock, shares issued (in shares) | 0 | 1,181,936 |
Common Stock, shares outstanding (in shares) | 0 | 1,181,936 |
Series B Common Stock [Member] | ||
Common stock, shares authorized (in shares) | 0 | 292,414 |
Common Stock, shares issued (in shares) | 0 | 3,129 |
Common Stock, shares outstanding (in shares) | 0 | 3,129 |
Statements_of_Operations_and_C
Statements of Operations and Comprehensive Loss (USD $) | 12 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Income Statement [Abstract] | |||
Revenue | $5,057 | $2,182 | $105 |
Operating expenses: | |||
Cost of revenue | 7,847 | 6,600 | 3,186 |
Research and development | 7,934 | 7,568 | 9,584 |
Selling, general and administrative | 19,101 | 17,483 | 16,052 |
Amortization of intangible assets | 1,767 | 168 | 168 |
Total operating expenses | 36,649 | 31,819 | 28,990 |
Loss from operations | -31,592 | -29,637 | -28,885 |
Other income (expense): | |||
Change in fair value of financial instruments | -785 | -2,595 | 4,996 |
Interest income (expense), net | -1,805 | -438 | -140 |
Loss before income taxes | -34,182 | -32,670 | -24,029 |
Income tax provision (benefit) | -1,952 | -3,092 | -783 |
Net loss and comprehensive loss | ($32,230) | ($29,578) | ($23,246) |
Net Loss per Common Share: | |||
Basic and diluted (in USD per share) | ($2.93) | ($56.81) | ($70.54) |
Weighted average common shares outstanding used in computing net loss per common share: | |||
Basic and diluted (in shares) | 11,001,579 | 519,995 | 329,561 |
Statement_of_Convertible_Prefe
Statement of Convertible Preferred Stock and Stockholders' Equity (Deficit) (USD $) | Total | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | IPO [Member] | IPO [Member] | IPO [Member] | Royalty Reduction [Member] | Royalty Reduction [Member] | Royalty Reduction [Member] | Series D Convertible Preferred Stock [Member] | Series E Convertible Preferred Stock [Member] | Series A Preferred Stock [Member] | Treasury Stock [Member] |
In Thousands, except Share data | Common Stock [Member] | Additional Paid-in Capital [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Preferred Stock [Member] | Preferred Stock [Member] | Preferred Stock [Member] | ||||||||
Beginning Balance at Dec. 31, 2011 | ($47,225) | $84,657 | $6 | $719 | ($47,950) | ||||||||||
Beginning Balance (in shares) at Dec. 31, 2011 | 71,238,362 | 581,316 | |||||||||||||
Issuance of stock (in shares) | 13,689,253 | ||||||||||||||
Issuance of stock | 15,880 | ||||||||||||||
Reclassification of warrants to purchase redeemable convertible preferred stock into warrants to purchase Common Stock | 0 | ||||||||||||||
Issuance of restricted shares to employees (in shares) | 101,150 | ||||||||||||||
Issuance of restricted shares to employees | 0 | 2 | -2 | ||||||||||||
Exercise of options for Common Stock (in shares) | 962 | ||||||||||||||
Exercise of options for Common Stock | 4 | 4 | |||||||||||||
Stock-based compensation expense | 739 | 739 | |||||||||||||
Net loss | -23,246 | -23,246 | |||||||||||||
Ending Balance at Dec. 31, 2012 | -69,728 | 100,537 | 8 | 1,460 | -71,196 | ||||||||||
Ending Balance (in shares) at Dec. 31, 2012 | 84,927,615 | 683,428 | |||||||||||||
Issuance of stock (in shares) | 32,934,700 | ||||||||||||||
Issuance of stock | 35,094 | ||||||||||||||
Conversion of convertible preferred stock into Common Stock (in shares) | -3,296,082 | 53,688 | |||||||||||||
Conversion of convertible preferred stock into Common Stock | 17,206 | -17,206 | 17,206 | ||||||||||||
Reclassification of warrants to purchase redeemable convertible preferred stock into warrants to purchase Common Stock | 0 | ||||||||||||||
Issuance of restricted shares to employees (in shares) | 439,300 | ||||||||||||||
Exercise of options for Common Stock (in shares) | 8,649 | ||||||||||||||
Exercise of options for Common Stock | 20 | 20 | |||||||||||||
Exercise of warrants for Series A Preferred Stock (in shares) | 171,118 | ||||||||||||||
Exercise of warrants for Series A Preferred Stock | 9,412 | ||||||||||||||
Stock-based compensation expense | 696 | 696 | |||||||||||||
Deemed dividends | 40 | -40 | 40 | ||||||||||||
Net loss | -29,578 | -29,578 | |||||||||||||
Ending Balance at Dec. 31, 2013 | -81,344 | 127,797 | 8 | 19,422 | -100,774 | ||||||||||
Ending Balance (in shares) at Dec. 31, 2013 | 114,737,351 | 1,185,065 | |||||||||||||
Series E convertible preferred stock issuance costs | -99 | ||||||||||||||
Issuance of stock (in shares) | 5,000,000 | ||||||||||||||
Issuance of stock | 53,214 | 5 | 53,209 | ||||||||||||
Conversion of convertible preferred stock into Common Stock (in shares) | -114,737,351 | 10,494,557 | |||||||||||||
Conversion of convertible preferred stock into Common Stock | 127,698 | -127,698 | 4 | 127,694 | |||||||||||
Reclassification of warrants to purchase redeemable convertible preferred stock into warrants to purchase Common Stock | 1,364 | 1,364 | |||||||||||||
Issuance of common stock for royalty reduction (in shares) | 865,063 | ||||||||||||||
Issuance of common stock upon exercise of option in amended license agreement | 9,092 | 1 | 9,091 | ||||||||||||
Issuance of restricted shares to employees, net of shares withheld for taxes (in shares) | -2,059 | ||||||||||||||
Issuance of restricted shares to employees, net of shares withheld for taxes | -8 | -8 | |||||||||||||
Exercise of options for Common Stock (in shares) | 115,747 | 115,747 | |||||||||||||
Exercise of options for Common Stock | 270 | 270 | |||||||||||||
Stock-based compensation expense | 1,019 | 1,019 | |||||||||||||
Net loss | -32,230 | -32,230 | |||||||||||||
Ending Balance at Dec. 31, 2014 | $79,075 | $0 | $18 | $212,069 | ($133,004) | ($8) | |||||||||
Ending Balance (in shares) at Dec. 31, 2014 | 0 | 17,658,373 |
Statement_of_Convertible_Prefe1
Statement of Convertible Preferred Stock and Stockholders' Equity (Deficit) (Parenthetical) (Preferred Stock [Member], USD $) | Dec. 31, 2012 | Dec. 31, 2013 |
Series D Convertible Preferred Stock [Member] | ||
Issuance of convertible preferred stock for cash (in USD per share) | $1.46 | |
Series E Convertible Preferred Stock [Member] | ||
Issuance of convertible preferred stock for cash (in USD per share) | $1.27 |
Statements_of_Cash_Flows
Statements of Cash Flows (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Cash flows from operating activities | |||
Net loss | ($32,230) | ($29,578) | ($23,246) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 4,248 | 2,437 | 2,045 |
Change in fair value of financial instruments | 785 | 2,595 | -4,996 |
Loss on disposal of property and equipment | 98 | 89 | 177 |
Provisions for inventory | 1,715 | 1,029 | 2,020 |
Share-based compensation expense | 1,019 | 696 | 739 |
Non-cash interest expense | 1,133 | 457 | 177 |
Changes in operating assets and liabilities: | |||
Accounts receivable | -220 | -187 | -30 |
Inventories | -2,766 | -842 | -4,799 |
Prepaid expenses and other assets | 28 | -923 | -618 |
Accounts payable and accrued expenses | -465 | -125 | 685 |
Deferred taxes | 3,145 | -3,127 | 9 |
Other liabilities | -5 | 27 | 63 |
Net cash used in operating activities | -23,515 | -27,452 | -27,774 |
Cash flows from investing activities | |||
Purchases of property and equipment, net of sales | -198 | -3,410 | -5,929 |
Purchase of marketable securities | -52,759 | 0 | 0 |
Proceeds from maturities of marketable securities | 3,000 | 0 | 0 |
Payment pursuant to amended license agreement and option exercise | -10,500 | 0 | 0 |
Net cash used in investing activities | -60,457 | -3,410 | -5,929 |
Cash flows from financing activities | |||
Net proceeds from issuance of convertible preferred stock and warrants | -99 | 41,783 | 20,000 |
Net proceeds from issuance of debt and warrants | 5,000 | 4,672 | 0 |
Net proceeds from warrant exercises | 0 | 171 | 0 |
Proceeds from exercise of stock options | 270 | 20 | 4 |
Restricted shares withheld for taxes | -8 | 0 | 0 |
Proceeds from issuance of common stock, net of issuance costs | 53,584 | -370 | 0 |
Net cash provided by financing activities | 58,747 | 46,276 | 20,004 |
Net change in cash and cash equivalents | -25,225 | 15,414 | -13,699 |
Cash and cash equivalents, beginning of period | 32,728 | 17,314 | 31,013 |
Cash and cash equivalents, end of period | 7,503 | 32,728 | 17,314 |
Cash paid for interest | 688 | 10 | 0 |
Cash paid for income taxes | 0 | 0 | 0 |
Conversion of convertible preferred stock into common stock | 127,698 | 17,206 | 0 |
Reclassification of warrants to purchase redeemable convertible preferred stock into warrants to purchase Common Stock | 1,364 | 0 | 0 |
Intangible acquisition through stock and deferred payment issuance | 16,079 | 0 | 0 |
Capital expenditures included in accounts payable and accrued expenses | 0 | 0 | 1,214 |
Accrual of issuance costs related to planned issuance of common stock | $0 | $526 | $0 |
Business_Overview
Business Overview | 12 Months Ended |
Dec. 31, 2014 | |
Accounting Policies [Abstract] | |
Business Overview | BUSINESS OVERVIEW |
Business | |
Roka Bioscience, Inc. (“Roka” or “the Company”) is focused on the development and commercialization of molecular assay technologies for the detection of foodborne pathogens. The Company was established in September 2009 through the acquisition of industrial testing assets and technology from Gen-Probe Incorporated, which was subsequently acquired by Hologic, Inc. (herein referred to as “Gen-Probe”). | |
The Company has limited capital resources and has experienced negative cash flows from operations and has incurred net losses since inception. The Company expects to continue to experience negative cash flows from operations and incur net losses in the near term as it devotes substantially all of its efforts on commercialization of its products and continued product development. The Company’s business is subject to significant risks and its ability to successfully develop, manufacture and commercialize proprietary products is dependent upon many factors which include, but are not limited to, risks and uncertainties associated with the supply of molecular diagnostic instruments (“Atlas instruments”) and materials, product development, manufacturing scale-up, attracting and retaining key personnel, customer acceptance as well as competition. | |
On July 22, 2014, the Company closed an initial public offering ("IPO") in which it sold 5,000,000 shares of common stock at $12.00 per share, before underwriting discounts. The Company received $53.2 million of net proceeds from the offering after deducting underwriting discounts, commissions and offering expenses. In connection with the closing of the IPO, all shares of the Company’s Class A common stock (“Common A”) and Class B common stock (“Common B”) were converted into a new class of common stock ("Common Stock") on a 1:1 basis and all shares of Series B Convertible Preferred Stock (“Series B”), Series C Convertible Preferred Stock (“Series C”), Series D Convertible Preferred Stock (“Series D”) and Series E Convertible Preferred Stock (“Series E”), collectively referred to as “Convertible Preferred Stock”, were converted into Common Stock at their respective conversion ratios. Additionally, in conjunction with the completion of the IPO, the Company chose to exercise its royalty reduction option pursuant to the amended license agreement with Gen-Probe. See Note 7 for further details. | |
The Company may need to raise additional capital through the sale of equity and/or debt securities in the future. There is no assurance that the Company will be able to raise needed capital under acceptable terms, if at all. The sale of additional equity may dilute existing shareholders and newly issued shares may contain senior rights and preferences compared to currently outstanding common stock. Issued debt securities may contain covenants and limit the Company’s ability to pay dividends or make other distributions to stockholders. In addition, the Company’s debt agreements contain certain clauses which allow the lenders to require repayment of the debt based on subjective factors regarding the Company’s business and performance if considered a material adverse change by the lenders. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended | |
Dec. 31, 2014 | ||
Accounting Policies [Abstract] | ||
Summary of Significant Accounting Policies | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Presentation | ||
The accompanying financial statements include the accounts of Roka Bioscience, Inc. These financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. The Company does not have any subsidiaries. | ||
Use of Estimates | ||
The Company is required to make estimates and assumptions that affect the reported amounts of assets, liabilities, expenses and disclosure of contingent assets and liabilities in its financial statements. Actual results could differ from those estimates. The most significant estimates relate to the Company’s valuation of the convertible preferred stock warrant liability, inventory reserves, stock-based compensation expense and imputed interest from deferred instrument payments under a supply agreement with Gen-Probe. | ||
Fair Value of Financial Instruments | ||
The carrying amounts reflected in the balance sheet for cash and cash equivalents, trade accounts receivable, accounts payable, short-term deferred payments and accrued expenses approximate fair value due to their short-term maturities. Deferred payments are initially recorded at fair value reflecting the estimated interest rate implicit in the extended payment terms per the related agreement. | ||
The Company’s derivative financial instruments are measured and recorded in the balance sheet at their fair value. | ||
Cash and Cash Equivalents | ||
Cash and cash equivalents include short-term highly liquid investments with original maturities to the Company of three months or less. | ||
Short-term and Long-term Marketable Securities | ||
The Company invests excess cash balances in marketable securities of highly rated financial institutions and investment-grade debt instruments. Investments are diversified and concentration of investments is limited for individual institutions, maturities and investment types. The Company’s marketable debt securities have been classified and accounted for as held-to-maturity. The Company determines the appropriate classification of its investments at the time of purchase and reevaluates the designations at each balance sheet date, and classifies its marketable debt securities as either short-term or long-term based on each instrument’s underlying contractual maturity date. Marketable debt securities with maturities of 12 months or less are classified as short-term and marketable debt securities with maturities greater than 12 months are classified as long-term, and recorded at their amortized cost. | ||
Trade Accounts Receivable | ||
The Company evaluates the creditworthiness of each customer on a regular basis. The Company uses judgments as to its ability to collect outstanding receivables and provides allowances for the portion of receivables if and when collection becomes doubtful, and it also assesses on an ongoing basis whether collectibility is reasonably assured at the time of sale. Changes to allowances and adjustments for declines in customers’ creditworthiness are recorded as bad debt expense as a component of selling, general and administrative expense. The Company has not experienced any material losses related to receivables from individual customers, or groups of customers. | ||
Property and Equipment | ||
Property and equipment are stated at cost less accumulated depreciation. The straight-line method of depreciation is used for all property and equipment. Repair and maintenance costs are expensed as incurred. Property and equipment are depreciated over the following estimated useful lives: | ||
• | Atlas instruments placed — five years | |
• | Manufacturing equipment — five years | |
• | Laboratory equipment — four years | |
• | Computer and office equipment — three to five years | |
• | Leasehold improvements — the lesser of: the estimated useful life, the term of the respective lease, or ten years | |
• | Software — three years | |
Inventories | ||
Inventories include raw materials and supplies used for manufacturing of assays and finished products held for sale. The Company’s inventories are stated at the lower of cost or market. Cost includes amounts related to materials, applicable labor and overhead, and is determined in a manner which approximates the first-in first-out method. Reserves are recorded for excess and obsolete inventory and net realizable value, based on management’s review of inventories on hand as compared to estimated future demand, shelf-life and the likelihood of obsolescence. Abnormal production and underutilization costs are expensed as incurred. See Note 5. | ||
Intangible Assets | ||
The Company’s intangible asset relates to research and development projects that were acquired at the Company's inception in connection with the acquisition of industrial testing assets and technology from Gen-Probe. The projects were not completed at the date of acquisition and had no future alternative use. The Company recorded in-process research and development (“IPR&D”) as an intangible asset with an indefinite life until the project was completed. | ||
Upon successful completion of the IPR&D in January 2012, the Company initiated amortization of the asset over its estimated useful life of 10 years. | ||
In 2014, based upon the consideration paid under the Company's amended license agreement with Gen-Probe, the Company recorded an additional $26.6 million to the Company's intangible technology, which amount will be amortized through December 31, 2021, the end of the estimated remaining life of the technology asset. See Note 7 for further details. | ||
The Company reviews the technology asset for impairment on an annual basis. If events or changes in circumstances indicate that the carrying amount might not be recoverable, the Company would also review the technology asset for impairment at that point in time. An impairment loss is recognized if the sum of estimated future undiscounted cash flows generated from use of the technology asset is less than its carrying value. | ||
The Company recorded amortization expense of $1.8 million in the year ended December 31, 2014, and expects to record amortization expense of approximately $3.7 million in each of the 7 years following. | ||
Goodwill | ||
Goodwill represents the excess of purchase price over net assets acquired from Gen-Probe. Goodwill is not amortized; rather, it is subject to a periodic evaluation for impairment by applying a fair-value-based test. The Company evaluates goodwill for impairment in the fourth quarter of each year. In addition, the Company reviews goodwill for recoverability between annual evaluations whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Examples of such events include a significant adverse change in legal matters, liquidity or in the business climate, an adverse action or assessment by a regulator or government organization, loss of key personnel, or new circumstances that would have a negative impact on the Company. Goodwill impairment is determined using a two-step approach whereby the fair value of the Company is compared to its book value. | ||
Based on the Company’s annual impairment evaluation conducted in the fourth quarter of 2014, 2013 and 2012, respectively, the Company concluded that no impairment had occurred. | ||
Research and Development Expenses | ||
Research and development expenses are comprised of costs incurred in performing research and development activities including manufacturing development and scale-up costs and product development and are principally comprised of salaries and benefits, outside contractor costs and professional fees, research license fees, depreciation and amortization of laboratory equipment, facilities, and lab supplies. These costs are expensed as incurred. | ||
Revenue Recognition | ||
The Company generates revenue from the sale of Atlas Detection Assays and consumable supplies for use with its Atlas instruments, as well as limited revenue from instrument rentals and service and maintenance contracts. The Company generally provides Atlas instruments free of charge under reagent rental agreements and retains title to the instruments which remain capitalized on the Company’s balance sheet under property and equipment. The Company recovers the cost of providing the Atlas instruments in the amount it charges for its Atlas Detection Assays. The reagent rental agreements are typically for one-year periods and there are no minimum purchase obligations. Revenue is recognized over the term of the reagent rental agreement as Atlas Detection Assays and other supplies are shipped. Shipping and handling costs incurred by the Company are included in its billings to customers. | ||
The Company recognizes revenue net of discounts and sales related taxes where applicable. The Company recognizes product revenue upon shipment provided that there is persuasive evidence of an arrangement, there are no uncertainties regarding acceptance, the sales price is fixed or determinable and collection of the resulting receivable is reasonably assured. There is no customer right of return in the Company’s sales agreements. | ||
Revenues for leases and service and maintenance contracts are recognized ratably over the term of the contract. Revenues for the sale of Atlas instruments are recognized upon shipment provided that there is persuasive evidence of an arrangement, there are no uncertainties regarding acceptance, the sales price is fixed or determinable and collection of the resulting receivable is reasonably assured. | ||
Cost of Revenue | ||
The Company manufactures products for commercial sale as well as for internal use or evaluation. Cost of revenue primarily consists of the cost of materials, direct labor and manufacturing overhead costs associated with the production and distribution of Atlas Detection Assays and consumable supplies for the Atlas instruments. Cost of revenue also includes depreciation on Atlas instruments installed with our customers, expenses related to service and maintenance of instruments and royalties. The Company classifies costs for commercial products to Cost of revenue and costs for internal use or evaluations to Research and development or Selling, general and administrative costs. | ||
Share-based Compensation | ||
The Company grants stock options and restricted shares to employees, independent directors and consultants of the Company. The Company recognizes share-based compensation expense, based on the fair value of stock awards, on a straight-line basis over the requisite service period of the individual grants, which typically is equal to the vesting period. See Note 15. | ||
Convertible Preferred Stock | ||
The Company had multiple classes of convertible preferred stock outstanding prior to its IPO. All shares of convertible preferred stock were converted into shares of Common Stock upon completion of its IPO. See Note 14. | ||
Warrants for Convertible Preferred Stock | ||
Prior to the IPO, the Company had issued warrants to purchase shares of various classes of preferred stock. Upon completion of the IPO, all such warrants converted to warrants to purchase shares of Common Stock. See Note 16. | ||
Income Taxes | ||
The Company applies the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial statement carrying amounts and tax basis of assets and liabilities using enacted tax rates in effect for years in which the temporary differences are expected to reverse. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. The Company recognizes the benefit of an uncertain tax position that it has taken or expects to take on income tax returns it files if such tax position is more likely than not to be sustained. See Note 13. | ||
Prior Period Adjustments | ||
Previously, the Company calculated the fair value of its convertible preferred stock warrants outstanding using a time period based upon an estimated liquidation date. During 2014, it was determined that a liquidation date cannot be reasonably estimated, nor do these warrants automatically expire upon a liquidation event such as an initial public offering, and consequently the life used to value these warrants should reflect the expiration date of each warrant. As a result of this change in estimate, during the three months ended March 31, 2014 the Company recognized the following prior period expenses: approximately $435,000 related to the change in fair value of warrants, approximately $26,000 of interest expense and approximately $77,000 of other expenses as a result of the change in calculation of the fair value of warrants. Additionally, this change in valuation resulted in a reduction of notes payable of approximately $77,000, deemed to be an additional debt discount which will be accreted to notes payable over the life of the loan with a corresponding charge to interest expense. Furthermore, the change in valuation resulted in an increase in deferred financing costs of $77,000 which was expensed in the year ended December 31, 2014. The Company does not believe these adjustments are material to the current or prior periods. | ||
Common A and Common B Reverse Stock Split | ||
In July 2014, the Company’s board of directors authorized and the Company’s shareholders approved an 11.04:1 reverse stock split of the Company’s Common A and Common B shares, effective on July 3, 2014. In addition, effective on the date of the reverse stock split, the conversion ratio of Convertible Preferred Stock was adjusted by a factor of 11.04 and consequently, each share of Series B, Series C and Series E became convertible into approximately 0.0906 shares of Common Stock and each share of Series D became convertible into approximately 0.0937 shares of Common Stock. As stated in Note 1, all shares of Common A, Common B and Convertible Preferred Stock converted into Common Stock upon the completion of the Company's IPO. The Company’s historical share and per share information have been retroactively adjusted to give effect to this reverse split and corresponding change in conversion ratio. | ||
New Accounting Pronouncements | ||
From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standard setting bodies and adopted by the Company as of the specified effective date. | ||
In August 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-15, Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, which is intended to define management’s responsibility to evaluate whether there is substantial doubt about an organization’s ability to continue as a going concern and to provide related footnote disclosures. This ASU provides guidance to an organization’s management, with principles and definitions that are intended to reduce diversity in the timing and content of disclosures that are commonly provided by organizations today in the financial statement footnotes. The amendments are effective for annual periods ending after December 15, 2016, and interim periods within annual periods beginning after December 15, 2016, and early adoption is permitted. The Company is currently in the process of evaluating the impact this new guidance will have. | ||
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers. This standard outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance. ASU 2014-09 provides companies with two implementation methods. Companies can choose to apply the standard retrospectively to each prior reporting period presented (full retrospective application) or retrospectively with the cumulative effect of initially applying the standard as an adjustment to the opening balance of retained earnings of the annual reporting period that includes the date of initial application (modified retrospective application). This guidance is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period, and early application is not permitted. The Company is currently in the process of evaluating the impact this new guidance will have. |
Cash_and_Cash_Equivalents
Cash and Cash Equivalents | 12 Months Ended |
Dec. 31, 2014 | |
Cash and Cash Equivalents [Abstract] | |
Cash and Cash Equivalents | CASH AND CASH EQUIVALENTS |
The Company’s entire balance of Cash and cash equivalents as of December 31, 2014 was held in demand accounts with one financial institution, which potentially subjects the Company to significant concentrations of credit risk. |
Marketable_Securities_Notes
Marketable Securities (Notes) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Investments, Debt and Equity Securities [Abstract] | |||||||||
Investments in Debt and Marketable Equity Securities (and Certain Trading Assets) Disclosure [Text Block] | MARKETABLE SECURITIES | ||||||||
As of December 31, 2014, the fair value of held-to-maturity marketable securities by type of security was as follows: | |||||||||
Amortized Cost | Gross Unrealized Holding Gains | Gross Unrealized Holding Losses | Aggregate Fair Value | ||||||
Short-term marketable securities | |||||||||
Debt securities | 36,231 | 2 | (36 | ) | 36,197 | ||||
Long-term marketable securities | |||||||||
Debt securities | 13,366 | 4 | (32 | ) | 13,338 | ||||
All of the short-term marketable securities mature within one year and all of the long-term marketable securities mature after one year but in less than five years. The Company had no marketable securities as of December 31, 2013. |
Inventories
Inventories | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Inventory Disclosure [Abstract] | ||||||||
Inventories | INVENTORIES | |||||||
The following table provides details of the Company’s net inventories (amounts in thousands): | ||||||||
As of December 31, | ||||||||
2014 | 2013 | |||||||
Raw materials | $ | 1,914 | $ | 1,846 | ||||
Work in process | 11 | — | ||||||
Finished goods | 3,005 | 2,033 | ||||||
$ | 4,930 | $ | 3,879 | |||||
Property_and_Equipment
Property and Equipment | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Property, Plant and Equipment [Abstract] | ||||||||||||
Property and Equipment | PROPERTY AND EQUIPMENT | |||||||||||
The following table provides details of the Company’s property and equipment (amounts in thousands): | ||||||||||||
As of December 31, | ||||||||||||
2014 | 2013 | |||||||||||
Atlas instruments | $ | 10,079 | $ | 10,330 | ||||||||
Manufacturing equipment | 2,753 | 2,801 | ||||||||||
Laboratory equipment | 2,953 | 2,923 | ||||||||||
Computer and office equipment | 1,469 | 1,388 | ||||||||||
Leasehold improvements | 1,380 | 1,272 | ||||||||||
Software | 1,142 | 1,106 | ||||||||||
Total property and equipment | $ | 19,776 | $ | 19,820 | ||||||||
Less: Accumulated depreciation | (7,590 | ) | (5,310 | ) | ||||||||
Total | $ | 12,186 | $ | 14,510 | ||||||||
Atlas instruments include instruments intended for placement with customers and instruments placed with customers under lease agreements. As of December 31, 2014 and December 31, 2013, the cost of Atlas instruments, which represents equipment on lease or held for lease, was $8.9 million and $9.8 million, respectively, net of accumulated depreciation of $1.2 million and $0.5 million, respectively. | ||||||||||||
Expenses for depreciation of property and equipment were incurred as follows (amounts in thousands): | ||||||||||||
For the Year Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Depreciation expense | $ | 2,481 | $ | 2,269 | 1,877 | |||||||
During the years ended December 31, 2014, 2013 and 2012, the Company disposed or sold equipment with acquisition cost of approximately $67,000, $248,000 and $594,000, respectively. The equipment disposed or sold had accumulated depreciation of approximately $48,000, $38,000 and $417,000, respectively, at the date of disposal. | ||||||||||||
Estimated future lease payments to be received for Atlas instruments placed under instrument rental agreements are $270,000, of which, $225,000 will be billed in 2015 and the remaining $45,000 will be billed in 2016. |
Intangible_Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2014 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | INTANGIBLE ASSETS |
In June 2014, the Company entered into an amendment to its license agreement with Gen-Probe. Under the amendment, the Company obtained a two-year option to reduce the royalty rate it pays to Gen-Probe in exchange for an option payment of $2.5 million. Upon completion of its IPO in July 2014, the Company exercised its option and issued to Gen-Probe 865,063 shares of common stock valued at $10.51 per share on the issuance date and made a cash payment of $8.0 million. The Company is required to make additional cash payments of $5.0 million on January 1, 2018 and $5.0 million on January 1, 2020. | |
The aggregate cash and stock payments made to Gen-Probe along with the present value of the two $5.0 million payments described above were recorded as a $26.6 million addition to the Company's intangible technology asset in Intangible assets on the Balance Sheet and will be amortized through December 31, 2021, the end of the estimated remaining life of the technology asset. See Note 9 for further details on the additional required future cash payments described above. | |
Pursuant to the terms of the license agreement amendment, the Company committed to additional future contingent payments, as described in Note 11 below. Such additional payments would further reduce the royalty rate the Company pays to Gen-Probe, and would be recorded as additions to the Company's intangible technology asset upon payment and amortized over the estimated remaining life of the technology asset. |
Accrued_Expenses
Accrued Expenses | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Payables and Accruals [Abstract] | ||||||||
Accrued Expenses | ACCRUED EXPENSES | |||||||
The following table provides details of the Company’s accrued expenses (amounts in thousands): | ||||||||
As of December 31, | As of December 31, | |||||||
2014 | 2013 | |||||||
Employee related | $ | 1,116 | $ | 888 | ||||
Professional services | 235 | 1,328 | ||||||
Other | 774 | 165 | ||||||
Total accrued expenses | $ | 2,125 | $ | 2,381 | ||||
Included within Professional services and Other as of December 31, 2013, in the above table is approximately $526,000 for issuance costs related to the Company's IPO. |
Deferred_Payments
Deferred Payments | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Other Liabilities Disclosure [Abstract] | ||||||||
Deferred Payments | DEFERRED PAYMENTS | |||||||
Gen-Probe supply agreement | ||||||||
In May 2011, the Company entered into a supply agreement with Gen-Probe to purchase Atlas instruments. Pursuant to the terms of the agreement, the Company can defer up to one half of the purchase price for up to 54 months from the date of delivery. The deferred amounts do not bear interest, and the Company has recorded the imputed interest component as a reduction of the deferred payment and as a reduction of the asset cost. The supply agreement provides for variable repayment terms based on a percentage of net sales as defined in the agreement, and the Company has estimated its net sales in determining amounts due for the 54 month term. The following table summarizes the amounts deferred under this agreement (amounts in thousands): | ||||||||
As of December 31, | ||||||||
2014 | 2013 | |||||||
Current | ||||||||
Deferred payments, gross | $ | 1,079 | $ | 759 | ||||
Imputed interest | (384 | ) | (420 | ) | ||||
Deferred payments, net | $ | 695 | $ | 339 | ||||
Long-term | ||||||||
Deferred payments, gross | $ | 3,683 | $ | 4,053 | ||||
Imputed interest | (464 | ) | (848 | ) | ||||
Deferred payments, net | $ | 3,219 | $ | 3,205 | ||||
The Company estimated the interest rate implicit in the extended payment terms by considering the rate at which it could obtain financing of a similar nature from other sources at the date of the transaction, as well as prevailing rates for similar debt instruments of issuers with similar credit ratings. For purchases made until December 31, 2014, the estimated effective interest rate used ranges from 9.9% to 11.2%. | ||||||||
In the years ended December 31, 2014, 2013 and 2012, the Company recorded approximately $420,000, $376,000 and $177,000, respectively, as non-cash interest expense related to the deferred payments pursuant to the supply agreement with Gen-Probe. | ||||||||
Gen-Probe license amendment | ||||||||
The amendment to the license agreement with Gen-Probe detailed in Note 7 includes a $5.0 million payment due on January 1, 2018 and a $5.0 million payment due on January 1, 2020. Under the terms of the amendment, no interest payments are required and no interest rate is stated. The Company determined that imputed interest must be calculated and recognized in accordance with ASC-835, and the payments are recorded in Deferred payments on the Balance Sheet at their present value based upon a 7.6% interest rate for the payment due on January 1, 2018 and a 9.0% interest rate for the payment due on January 1, 2020. The difference between the present value and the amount payable is accreted to Deferred payments over the respective term with a corresponding charge to Interest expense. |
Notes_Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2014 | |
Debt Disclosure [Abstract] | |
Notes Payable | NOTES PAYABLE |
In November 2013, the Company entered into two loan and security agreements, under which the Company may borrow up to an aggregate of $15.0 million in three separate $5.0 million tranches upon meeting certain provisions. The first tranche is subject to the terms and conditions of the loan and security agreement entered into with Comerica Bank (“Comerica”) and the second and third tranches are subject to the terms and conditions of the loan and security agreement entered into with TriplePoint Capital LLC (“TriplePoint”). | |
The loan and security agreement with Comerica (the “Comerica Loan”), provided for borrowing of up to $5.0 million and accrues interest at Comerica’s Prime Referenced Rate (as defined in the loan agreement with Comerica), subject to a floor of the daily adjusting LIBOR rate plus 2.5%, plus 3.15%. As of December 31, 2014, and throughout the year then ended, the rate was 6.4%. The loan is interest-only until June 1, 2015 and matures in 42 months. After the 18-month interest-only period, the Company will make 23 consecutive monthly payments which will consist of accrued interest and equal principal payments in accordance with a 30-month amortization schedule. On the 24th month following the interest only period, the Company will make a lump sum payment for the remaining outstanding principal and interest due. Upon the closing of the loan and security agreements, the Company borrowed $5.0 million from Comerica. | |
The loan and security agreement with TriplePoint (the “TriplePoint Loan”), provided for borrowings of up to $10.0 million. The TriplePoint loan provided that the Company may borrow up to $5.0 million in the second tranche, consisting of one or more term loan advances, before March 31, 2014 and if the Company had generated at least $10.0 million in revenue between November 21, 2013 and September 30, 2014, it would be eligible to borrow up to an additional $5.0 million in the third tranche. In March 2014, the Company borrowed $5.0 million from TriplePoint under the second tranche, which will accrue interest at a rate of 9.5%. The Company did not meet the revenue requirement described above in order to borrow funds under the third tranche. The TriplePoint Loan is repayable over 36 months from the borrowing date with an interest-only period of 12 months and equal monthly installments of principal and interest over the remaining term of the loan after the interest-only period. | |
The loan agreements do not contain any financial covenants. However, the agreements contain various covenants that limit the Company’s ability to engage in specified types of transactions, including limiting the Company’s ability to; sell, transfer, lease or dispose of certain assets; engage in certain mergers and consolidations; incur debt or encumber or permit liens on certain assets, make certain restricted payments, including paying dividends on, or repurchasing or making distributions with respect to, the Company’s Common Stock; and enter into certain transactions with affiliates. Additionally, under the terms of the loan and security agreements with Comerica and TriplePoint and the subordination agreement between TriplePoint and Comerica, the Company granted Comerica a first priority security interest and granted TriplePoint a second priority security interest and the Company has pledged substantially all of its assets except intellectual property as collateral for the loans. | |
In connection with the closing of the loan and security agreements, the Company issued warrants to Comerica and TriplePoint to purchase up to an aggregate of 352,941 shares of Series E with an exercise price of $1.28. Upon the completion of the IPO, such warrants became exercisable for 31,968 shares of Common Stock with an exercise price of $14.08. | |
In connection with the Comerica Loan, the Company recorded the liability for the note as $4.9 million, net of expenses paid to Comerica and the value of the warrant issued to Comerica. The difference between the liability recorded and the face value of the note will be accreted to Notes payable over the term of the loan with a corresponding charge to Interest expense. Additionally, the Company incurred debt issuance costs of approximately $76,000 which were capitalized within Other assets on the Balance Sheet and will be amortized to Interest expense over the life of the loan using the interest method. | |
In connection with the closing of the TriplePoint Loan, the Company incurred approximately $153,000 of debt issuance costs which were capitalized with Other assets on the Balance Sheet and will be amortized to Interest expense over the term the funds are available to Roka to be borrowed. | |
In connection with the borrowings under the second tranche, the TriplePoint warrants became exercisable for an additional 156,863 shares of Series E. Upon the completion of the IPO, such warrants became exercisable for 14,209 shares of Common Stock with an exercise price of $14.08. Furthermore, the Company recorded the liability for the note as $5.0 million less the value of the associated warrant of approximately $135,000. The difference between the liability recorded and the face value of the note will be accreted to Notes payable over the term of the loan with a corresponding charge to Interest expense. | |
As of December 31, 2014, approximately $2.9 million is classified as Notes payable, current on the Balance Sheet as it is due within one year from the Balance Sheet date. The remaining $7.1 million has also been classified as Notes payable, current due to a material adverse change clause within the loan agreements which allow Comerica and TriplePoint to require repayment of the debt based on subjective factors regarding the Company’s business and performance. |
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | |||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||
Commitments and Contingencies Disclosure [Abstract] | ||||||||||||||||||
Commitments and Contingencies | COMMITMENTS AND CONTINGENCIES | |||||||||||||||||
Operating Leases | ||||||||||||||||||
In November 2009, the Company entered into a non-cancelable operating lease for office space in Warren, New Jersey with an initial lease term which expires in January 2018. In December 2011, the Company exercised an option to increase the size of the leased area. The monthly base rent is $18,797 over the term of this lease. | ||||||||||||||||||
In December 2009, the Company entered into a non-cancelable lease for office, laboratory and manufacturing space in San Diego, California with an initial lease term which expires in April 2020. The lease contains an option to renew for two additional five year terms. The initial monthly base rent is $52,374 and over the initial lease term agreement is scheduled to increase to $66,121. | ||||||||||||||||||
In May 2011, the Company entered into a non-cancelable lease for laboratory and office space in Warren, New Jersey with an initial lease term which expires in January 2018. The initial monthly base rent is $8,111 and over the initial lease term agreement is scheduled to increase to $9,013. | ||||||||||||||||||
Future annual minimum lease payments under the above leases are as follows (amounts in thousands): | ||||||||||||||||||
Years Ended December 31, | ||||||||||||||||||
2015 | $ | 1,034 | ||||||||||||||||
2016 | 1,068 | |||||||||||||||||
2017 | 1,081 | |||||||||||||||||
2018 | 810 | |||||||||||||||||
2019 | 793 | |||||||||||||||||
Beyond | 199 | |||||||||||||||||
Total | $ | 4,985 | ||||||||||||||||
Lease expense was $1.0 million for each of the three years ended December 31, 2014, 2013 and 2012. | ||||||||||||||||||
Commitments | ||||||||||||||||||
The following table represents the Company’s future cash commitments under agreements with third parties as of December 31, 2014 aggregated by type, and excludes payments under the operating leases detailed above and contingent liabilities for which the Company cannot reasonably predict future payments (amounts in thousands): | ||||||||||||||||||
Less than | More than | |||||||||||||||||
Total | 1 year | 1-3 years | 3-5 years | 5 years | ||||||||||||||
Deferred payment obligations (1) | 14,762 | $ | 1,079 | $ | 915 | $ | 7,768 | 5,000 | ||||||||||
Purchase obligations (2) | 1,458 | 1,458 | — | — | — | |||||||||||||
-1 | The Company's deferred payment obligations are based upon the deferred amounts outstanding as of December 31, 2014 for instruments purchased from Gen-Probe under the Gen-Probe supply agreement discussed above in Note 9. Such amounts are recorded at their aggregate present value of $3.9 million on the Balance Sheet as of December 31, 2014. The timing of when these payments are due reflects the Company's current estimates of repayment. The Company does not believe that future revisions of estimates will have a significant impact on the timing of payments. Additionally, amounts due beyond one year include the lump-sum payments payable to Gen-Probe in accordance with the amendment to the licensing agreement discussed in Note 9 above. Such amounts are recorded at their aggregate present value of $7.2 million within Deferred payments on the Balance Sheet as of December 31, 2014. | |||||||||||||||||
-2 | The Company's purchase obligations represent the total cost of instruments and supplies which it is committed to purchase from Gen-Probe as well as additional obligations due under other agreements entered into in the normal course of business. In accordance with the supply agreement the Company entered into with Gen-Probe, purchases of Atlas instruments are defined in rolling quarterly forecasts, and these forecasts become binding commitments for approximately nine months of Atlas instrument purchases at any given time. The Company's obligation to purchase supplies from Gen-Probe is determined in an annual purchase order submitted to Gen-Probe in the third quarter of each year. | |||||||||||||||||
Contingent liabilities | ||||||||||||||||||
In addition to the payments outlined in the above table, the amendment to the license agreement with Gen-Probe detailed in Note 9 provides for additional milestone payments of up to $6.0 million to further reduce the royalty rate paid. Such payments are required to be made upon meeting certain revenue milestones or may be made at the election of the Company prior to meeting the revenue milestones. | ||||||||||||||||||
Legal Matters | ||||||||||||||||||
The Company may periodically become subject to legal proceedings and claims arising in connection with its business. Except as set forth below, the Company is not currently involved in any legal proceedings nor are there any claims against the Company pending. | ||||||||||||||||||
A putative securities class action captioned Ding v. Roka Bioscience, Inc., Case No. 3:14-cv-8020, was filed against the Company and certain of its officers and directors in the United States District Court for the District of New Jersey on December 24, 2014, on behalf of a putative class of persons and entities who purchased or otherwise acquired securities pursuant or traceable to the Company’s initial public offering (the “IPO”) during the putative class period, which ran from July 17 through November 6, 2014. The complaint asserts claims under the Securities Act of 1933 and contends that the IPO Registration Statement was false and misleading, or omitted allegedly material information, in connection with the Company’s statements about its placement of Atlas instruments and its expectations of future growth and increased market share, and the Company’s alleged failure to disclose “known trends and uncertainties about the Company’s sales.” The alleged misrepresentations and omissions purportedly came to light when the Company issued its third-quarter 2014 earnings release on November 6, 2014. | ||||||||||||||||||
Pursuant to the Private Securities Litigation Reform Act of 1995, two applicants filed motions on February 23, 2015 for appointment as lead plaintiff. On March 23, 2015, the applicant with the smaller loss agreed not to oppose the application for lead plaintiff filed by the applicant with the larger loss. The court is expected to appoint a lead plaintiff and lead counsel on or before April 6, 2015. The parties have agreed, with the court’s consent, that defendants need not respond to the pending complaint and that the parties will submit a proposed schedule for any amendment of the complaint and for responsive pleadings within ten days after the court appoints lead plaintiff. | ||||||||||||||||||
The Company believes that the claims in the securities class action are without merit and intend to defend the litigation vigorously, and the Company expects to incur costs associated with defending the securities class action. In addition, the Company has various insurance policies related to the risk associated with its business, including directors’ and officers’ liability insurance policies. However, there is no assurance that the Company will be successful in its defense of the securities class action, and there is no assurance that the insurance coverage will be sufficient or that the insurance carriers will cover all claims or litigation costs. At this early stage of the litigation, the Company cannot accurately predict the ultimate outcome of this matter. Due to the inherent uncertainties of litigation, the Company cannot reasonably predict the timing or outcomes, or estimate the amount of loss, if any, or their effect, if any, on its financial statements. | ||||||||||||||||||
The Company sells its products in various jurisdictions and is subject to federal, state and local taxes including, where applicable, sales and use tax. While the Company believes that it has properly paid or accrued for all such taxes based on its interpretation of applicable law, tax laws are complex and interpretations differ. Periodically, the Company may be audited by taxing authorities, and it is possible that additional assessments may be made in the future. |
Fair_Value_Measurements
Fair Value Measurements | 12 Months Ended | ||||||||||||||
Dec. 31, 2014 | |||||||||||||||
Fair Value Disclosures [Abstract] | |||||||||||||||
Fair Value Measurements | FAIR VALUE MEASUREMENTS | ||||||||||||||
The Company’s financial instruments consist of cash and cash equivalents, marketable securities, trade accounts receivable, accounts payable, short-term deferred payments, deferred payments, notes payable, accrued expenses and Convertible Preferred Stock Warrants. The carrying amounts of cash and cash equivalents, trade accounts receivable, accounts payable, short-term deferred payments and accrued expenses approximate their fair values because of the short-term nature of the instruments, or, in the case of the deferred payments and notes payable, because the interest rates the Company believes it could obtain for similar borrowings is similar to its existing interest rates. The carrying amount of the Company's marketable securities is the amortized cost basis based upon their held-to-maturity classification. In conjunction with the closing of the Company’s IPO, the warrants exercisable for shares of its Series B and Series E Preferred Stock were automatically converted into warrants exercisable for shares of its Common Stock, resulting in the reclassification of the related convertible preferred stock warrant liability to additional paid-in capital as the warrants to purchase shares of common stock met the criteria for equity classification. The warrant liability was re-measured to fair value prior to reclassification to additional paid-in capital. | |||||||||||||||
The following table summarizes the fair value information for the Company’s cash held in money market deposit accounts, marketable securities and its Convertible Preferred Stock Warrants at December 31, 2014 and December 31, 2013 (amounts in thousands): | |||||||||||||||
Fair value measurements using: | |||||||||||||||
Carrying | Quoted Prices in | Significant Other | Significant | ||||||||||||
Value | Active Markets | Observable Inputs | Unobservable | ||||||||||||
(Level 1) | (Level 2) | Inputs (Level 3) | |||||||||||||
Financial Assets and Liabilities Carried at Fair Value | |||||||||||||||
As of December 31, 2014 | |||||||||||||||
Financial Assets: | |||||||||||||||
Money market deposit accounts | $ | 5,741 | $ | 5,741 | — | — | |||||||||
As of December 31, 2013 | |||||||||||||||
Financial Assets: | |||||||||||||||
Money market deposit accounts | $ | 25,470 | $ | 25,470 | — | — | |||||||||
Financial Liabilities: | |||||||||||||||
Convertible Preferred Stock Warrants | $ | 212 | — | — | $ | 212 | |||||||||
Financial Assets Carried at Amortized Cost | |||||||||||||||
As of December 31, 2014 | |||||||||||||||
Short-term marketable securities | $ | 36,231 | $ | 10,081 | 26,116 | — | |||||||||
Long-term marketable securities | $ | 13,366 | $ | 2,001 | 11,337 | — | |||||||||
Some of the Company’s cash and cash equivalents are held in money market deposit accounts and some of the Company's short-term marketable securities and long-term marketable securities are United States treasury bills, each of which are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices. | |||||||||||||||
The Company's short-term marketable securities and long-term marketable securities not classified within Level 1 of the fair value hierarchy are comprised of commercial paper, U.S. government-related debt, and corporate debt securities, all of which are classified as Level 2 within the fair value hierarchy. The Company estimates the fair values of these marketable securities by taking into consideration valuations obtained from its investment manager, which utilizes industry standard valuation models, including both income and market-based approaches, for which all significant inputs are observable, either directly or indirectly, to estimate fair value. | |||||||||||||||
Per ASC 820, Fair Value Measurements and Disclosures, (“ASC 820”) the Convertible Preferred Stock Warrants are classified within Level 3 of the fair value hierarchy as they were revalued to their fair value, using the Black-Scholes option-pricing model, at each reporting period end and any change in fair value is reflected in the Statement of Operations and Comprehensive Loss. There have been no transfers between levels during the reporting period. | |||||||||||||||
The table below provides a summary of the changes in the Convertible preferred stock warrant liability during the twelve months ended December 31, 2014 and the twelve months ended December 31, 2013 (amounts in thousands): | |||||||||||||||
For the Year Ended December 31, | |||||||||||||||
2014 | 2013 | ||||||||||||||
Balance at beginning of period | $ | 212 | $ | 100 | |||||||||||
Issuance of Convertible Preferred Stock Warrants | — | 6,757 | |||||||||||||
Increase in Series E warrant shares | 135 | — | |||||||||||||
Change in fair value of warrants(1) | 1,017 | 2,595 | |||||||||||||
Settlement of Series A Warrants | — | (9,240 | ) | ||||||||||||
Reclassification to equity(2) | (1,364 | ) | — | ||||||||||||
Balance at end of period | $ | — | $ | 212 | |||||||||||
-1 | Amount for the year ended December 31, 2014, includes $666,000 of prior period fair value adjustments as discussed in Note 2 above. | ||||||||||||||
-2 | The warrants were re-measured to fair value and reclassified to additional paid-in capital upon the initial public offering. |
Income_Taxes_Notes
Income Taxes (Notes) | 12 Months Ended | |||||||||
Dec. 31, 2014 | ||||||||||
Income Tax Disclosure [Abstract] | ||||||||||
Income Taxes | INCOME TAXES | |||||||||
Deferred income tax assets and liabilities are determined based upon differences between financial reporting and tax basis of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. | ||||||||||
A reconciliation of the United States federal statutory rate to the Company’s effective tax rate is shown below: | ||||||||||
Year Ended December 31, | ||||||||||
2014 | 2013 | 2012 | ||||||||
Tax at U.S. statutory rate | (34.0 | )% | (34.0 | )% | (34.0 | )% | ||||
State taxes, net of federal benefit | (4.8 | ) | (4.5 | ) | (5.8 | ) | ||||
Difference from derivative instruments | 0.8 | (2.7 | ) | (7.1 | ) | |||||
Other nondeductible and permanent differences | 0.3 | 0.3 | 0.5 | |||||||
Benefit of net operating loss sale | (5.8 | ) | (9.6 | ) | (3.3 | ) | ||||
Provision (benefit) from valuation allowance | 37.8 | 41.1 | 46.5 | |||||||
(5.7 | )% | (9.4 | )% | (3.2 | )% | |||||
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The table below details significant components of net deferred tax assets and deferred tax liabilities at December 31, 2014 and 2013 (amounts in thousands): | ||||||||||
As of December 31, | ||||||||||
2014 | 2013 | |||||||||
Deferred tax assets: | ||||||||||
Net operating loss carry-forwards | 47,964 | 40,465 | ||||||||
Net operating losses approved for sale | — | 3,135 | ||||||||
Start-up expenditures | 425 | 466 | ||||||||
Research and development credits | 1,353 | 963 | ||||||||
Non-cash interest | 670 | 213 | ||||||||
Accruals and allowances | 1,020 | 1,426 | ||||||||
Deferred tax liabilities: | ||||||||||
Depreciable assets | (144 | ) | (569 | ) | ||||||
Share-based compensation expense | (319 | ) | (555 | ) | ||||||
Goodwill | (49 | ) | (40 | ) | ||||||
Valuation allowance | (50,969 | ) | (42,409 | ) | ||||||
Net deferred tax asset (liability) | (49 | ) | 3,095 | |||||||
A valuation allowance is required to reduce the deferred tax assets reported if, based on the weight of the evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. After consideration of the available evidence, both positive and negative, the Company determined that valuation allowances of $51.0 million and $42.4 million at December 31, 2014 and 2013, respectively, were necessary to reduce the deferred tax assets to the amount that will more likely than not be realized. The table below details the changes to the valuation allowance for the years ended December 31, 2014 and December 31, 2013 (amounts in thousands): | ||||||||||
Valuation allowance at December 31, 2012 | (30,752 | ) | ||||||||
Additions for 2013 | (14,792 | ) | ||||||||
Reversal of valuation allowance related to net operating loss sales | 3,135 | |||||||||
Valuation allowance at December 31, 2013 | (42,409 | ) | ||||||||
Additions for 2014 | (10,348 | ) | ||||||||
Change in tax rates | (201 | ) | ||||||||
Reversal of valuation allowance related to net operating loss sales | 1,989 | |||||||||
Valuation allowance at December 31, 2014 | (50,969 | ) | ||||||||
At December 31, 2014 and 2013, the Company had approximately $131 million and $109 million of gross federal net operating loss carry-forwards, respectively. At December 31, 2014 and 2013, the Company had approximately $62 million and $64 million of gross state net operating loss carry-forwards, respectively. If not utilized, the federal and state net operating loss carry-forwards will begin to expire in 2029. The utilization of such net operating loss carry-forwards and realization of tax benefits in future years depends predominantly upon having taxable income. The Company also has approximately $1.4 million of federal research and development credits which will begin to expire in 2031 if not utilized. | ||||||||||
The Company may be subject to the net operating loss provisions of Section 382 of the Internal Revenue Code. Certain substantial changes in the Company’s ownership may result in a limitation on the amount of net operating loss carry-forwards and tax credit carry-forwards which may be used in future years. The effect of an ownership change would be the imposition of an annual limitation on the use of net operating loss carry-forwards attributable to periods before the change. The amount of the annual limitation depends on the value of the Company immediately before the change, changes to the Company’s capital during a specified period prior to the change, and the federal published interest rate. | ||||||||||
The State of New Jersey has enacted legislation (the State of New Jersey’s Technology Business Tax Certificate Program) permitting certain corporations located in New Jersey to sell state tax loss carry-forwards and state research and development credits. Companies must apply to the NJEDA each year and must meet various requirements for continuing eligibility. In addition, the program must continue to be funded by the State of New Jersey, and there are limitations based on the level of participation by other companies. In December 2014, the Company was notified by the New Jersey Economic Development Authority (“NJEDA”) that, under the State of New Jersey’s Technology Business Tax Certificate Program, the sale of $41.5 million of the Company’s New Jersey net operating loss carry-forwards had been approved. Since specific sales transactions are subject to approval by the NJEDA, the Company recognizes the associated tax benefits in the financial statements as they are approved. The sale of net operating loss carry-forwards was consummated in December 2014, and as a result, the Company reversed the valuation allowance for the net operating losses and recognized an income tax benefit of approximately $2.0 million. Under the same program, during the years ended December 31, 2013 and December 31, 2012, the Company recorded a tax benefit of approximately $3.1 million and $792,000 from the sale of $46.8 million and $12.7 million, respectively of its New Jersey net operating loss carry-forwards and reversed the valuation allowance related to the operating loss carry-forwards sold. | ||||||||||
Entities are required to evaluate, measure, recognize and disclose any uncertain income tax provisions taken on their income tax returns. The Company has analyzed its tax positions and has concluded that as of December 31, 2014 there were no uncertain positions. The federal and state income tax returns of the company for 2011, 2012 and 2013 are subject to examination by the IRS and state taxing authorities, generally for three years after they were filed. Interest and penalties, if any, as they relate to income taxes assessed, are included in the income tax provision. There was no income tax related interest and penalties included in the income tax provision for 2014 and 2013. |
Convertible_Preferred_Stock_an
Convertible Preferred Stock and Stockholders' Equity (Deficit) | 12 Months Ended |
Dec. 31, 2014 | |
Equity [Abstract] | |
Convertible Preferred Stock and Stockholders' Equity (Deficit) | CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT) |
Prior to the IPO, the Company had multiple classes of preferred stock for which shares were authorized, issued and outstanding. At the closing of the Company's IPO, all shares of Convertible Preferred Stock converted into 10,494,557 shares of Common Stock and as of December 31, 2014, there are zero shares of Convertible Preferred Stock outstanding. | |
Registration rights | |
Upon the expiration of a 180-day lock-up period that commenced on July 16, 2014, holders of at least 51% of Common Stock issued upon the conversion of Convertible Preferred Stock may require that the Company file a registration statement under the Securities Act covering the registration of such shares of Common Stock issued upon the conversion of Convertible Preferred Stock into Common Stock. These rights are provided under the terms of an investor rights agreement between the Company and the holders of the Company’s Convertible Preferred Stock and Convertible Preferred Stock Warrants. | |
Authorized stock | |
In connection with the seventh amended and restated certificate of incorporation effective on July 22, 2014, the total authorized shares of stock was changed to 520,000,000 of which 500,000,000 shares shall be a class designated as common stock with a par value of $0.001 per share and 20,000,000 shares shall be a class designated as preferred stock with a par value of $0.001 per share. |
StockBased_Compensation
Stock-Based Compensation | 12 Months Ended | |||||||||
Dec. 31, 2014 | ||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||||||||
Stock-Based Compensation | STOCK-BASED COMPENSATION | |||||||||
Under the Roka Bioscience, Inc. 2009 Equity Incentive Plan (the “2009 Plan”), as amended on June 13, 2013, incentive and non-qualified stock options and restricted stock may be granted for up to a maximum of 2,028,850 shares to employees, consultants and directors of the Company. | ||||||||||
Effective upon the closing of the IPO, the Company adopted the Roka Bioscience, Inc. 2014 Equity Incentive Plan (the "2014 Plan"). The 2014 Plan initially makes available 1,086,956 shares to be granted to employees, officers, directors, consultants, advisors or other individual service providers of the Company. Effective upon adoption of the 2014 Plan, the Company does not intend to issue additional shares under the 2009 Plan. The number of shares of Common Stock available for issuance under the 2014 Plan shall automatically increase on January 1st of each year for a period of ten years commencing on January 1, 2015 and ending on (and including) January 1, 2024, in an amount equal to 3% of the total number of shares of Common Stock outstanding on December 31st of the preceding calendar year. | ||||||||||
Stock options and shares of restricted stock granted under the 2009 Plan and the 2014 Plan have a maximum contractual term of ten years from the date of grant and generally vest over four years. For stock options, the exercise price may not be less than the fair value of the stock on the grant date. | ||||||||||
Stock Options | ||||||||||
A summary of the status of the Company’s stock options at December 31, 2014 and changes during the year ended December 31, 2014 is presented in the table below: | ||||||||||
Weighted | ||||||||||
Weighted | Average | |||||||||
Average | Remaining | Aggregate | ||||||||
Number of | Exercise | Contractual | Intrinsic | |||||||
Options | Price | Term (years) | Value | |||||||
Outstanding at December 31, 2013 | 671,259 | $ | 3.03 | 7.8 years | ||||||
Granted | 39,466 | 10.13 | ||||||||
Exercised | (115,747 | ) | 2.33 | $ | 768,811 | |||||
Forfeited and canceled | (57,086 | ) | 4.32 | |||||||
Outstanding at December 31, 2014 | 537,892 | $ | 3.57 | 7.2 years | ||||||
Vested and expected to vest, December 31, 2014(1) | 505,342 | $ | 3.48 | 7.1 years | 745,430 | |||||
Exercisable at December 31, 2014 | 345,110 | $ | 2.81 | 6.6 years | 585,237 | |||||
(1) Options vested and expected to vest represents the number of exercisable options as of December 31, 2014, plus the number of outstanding unvested options as of December 31, 2014 adjusted for an estimated annual forfeiture rate of approximately 8%. | ||||||||||
Under the 2009 Plan and the 2014 Plan, the Company granted approximately 4,000 stock options and 35,000 stock options, respectively, during the twelve months ended December 31, 2014, valued at approximately $18,000 and $258,000, respectively. | ||||||||||
The Company determines the fair value of stock option awards at the date of grant using a Black-Scholes valuation model. This model requires the Company to make assumptions and judgments on the expected volatility, dividend yield, the risk-free interest rate and the expected term of the stock options. The following ranges of assumptions were utilized for stock options granted during the periods indicated: | ||||||||||
For the Year Ended December 31, | ||||||||||
2014 | 2013 | 2012 | ||||||||
Expected life in years | 5.9-6.3 | 5.93 | 6.06 | |||||||
Interest rate | 1.94%-2.04% | 0.99%-1.94% | 0.82%-1.32% | |||||||
Volatility | 60%-80% | 60% - 70% | 70% | |||||||
Dividend yield | — | — | — | |||||||
The Company estimates the expected life of its employee stock options using the “simplified” method, whereby the expected life equals the arithmetic average of the vesting term and the original contractual term of the option due to its lack of sufficient historical data. The risk-free interest rates are based on the U.S. Treasury yield curve in effect at the time of grant for periods corresponding with the expected life of the option. The expected stock price volatility rates are based on average historical volatilities of the common stock of a group of public companies in similar industries. The Company has no history or expectations of paying dividends on its Common Stock and therefore uses a zero percent dividend yield in the Black-Scholes option pricing model. The weighted average grant-date fair value for options granted during the years ended December 31, 2014, 2013 and 2012 was approximately $7.00, $2.05 and $1.63 per option, respectively. The total intrinsic value of options exercised during the years ended December 31, 2013 and 2012 was immaterial. The Company recognized stock compensation expense for stock options of $229,000, $233,000 and $223,000 for the years ended December 31, 2014, 2013 and December 31, 2012, respectively. As of December 31, 2014, the Company had approximately $536,000 of total unrecognized compensation expense related to non-vested stock options granted under the 2009 Plan and the 2014 Plan. The expense is expected to be recognized over a weighted average period of 2.2 years. | ||||||||||
Restricted Stock | ||||||||||
A summary of the status of the Company’s non-vested restricted stock as of December 31, 2014 and changes during the year ended December 31, 2014 is presented in the table below: | ||||||||||
Number of shares of restricted stock | ||||||||||
Non-vested restricted stock at December 31, 2013 | 559,703 | |||||||||
Shares issued | — | |||||||||
Shares vested | (121,982 | ) | ||||||||
Non-vested restricted stock at December 31, 2014 | 437,721 | |||||||||
The Company has historically issued restricted stock which is time-based and vests over a four year period. In 2014, the Company did not issue any restricted stock. In 2013, the Company issued approximately 220,000 shares of time-based restricted stock which vests over a four year period and approximately 220,000 shares of market-based restricted stock which vests upon the Company’s Common Stock price reaching $28.15 (as may be adjusted for changes in capital structure), the weighted-average grant-date fair value of such grants was $5.63 per share. In 2012, the Company issued approximately 101,000 shares of time-based restricted stock which vests over a four year period and had a weighted-average grant date fair value of approximately $3.20 per share. Awards of time-based restricted stock are valued based upon the Company’s Common Stock price as of the grant date. Awards of the market-based restricted stock granted in 2013 were valued using a Monte Carlo simulation with the following assumptions: risk free interest rate of 2.88%, expected term of ten years, expected volatility of 60% and a zero percent dividend yield. The Company recognized stock compensation expense for restricted stock of $790,000, $463,000 and $516,000 for the years ended December 31, 2014, December 31, 2013 and December 31, 2012, respectively. The total intrinsic value of restricted stock which vested during the years ended December 31, 2014, December 31, 2013 and December 31, 2012 was $793,000, $381,000 and $580,000, respectively. As of December 31, 2014, the Company had approximately $2.1 million of total unrecognized compensation expense related to non-vested restricted stock granted under the 2009 Plan. The expense is expected to be recognized over a weighted average period of 1.8 years. |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2014 | |
Accounting Policies [Abstract] | |
Warrants | WARRANTS |
Immediately prior to the Company's IPO, the Company had Series B Warrants outstanding which allowed their holders to purchase 2,480,000 shares of Series B at an exercise price of $1.00 per share. In connection with the IPO, the warrants converted into warrants to purchase Common Stock at their conversion rate of approximately 0.0906 common warrant shares to one Series B warrant share. Such warrants expire in September 2016, whereupon any warrants that remain unexercised will be exercised automatically in whole in a cashless exercise resulting in an issuance, to the holders of the warrants, the number of shares with a value equal to the intrinsic value of the warrants at the time of expiry. | |
In connection with the closing of the loan and security agreements discussed in Note 10, the Company issued warrants to Comerica and TriplePoint to purchase up to an aggregate of 352,941 shares of Series E with an exercise price of $1.28. Upon issuance, the Company recorded liabilities on the Balance Sheet of approximately $28,000 and $55,000 for the warrants issued to Comerica and TriplePoint, respectively. The initial fair value of the warrant issued to Comerica of approximately $28,000 was deemed a discount on the debt issued by Comerica and is being accreted to interest expense over the term of the Comerica Loan. The initial fair value of the warrants issued to TriplePoint of approximately $55,000 is included in the $153,000 of debt issuance costs which were capitalized in Other assets on the Balance Sheet and is amortized to Interest expense. In connection with the borrowings made under the second tranche in March 2014, one of the TriplePoint warrants became exercisable for an additional 156,863 shares of Series E. The initial fair value of approximately $135,000 for the warrants issued to TriplePoint in connection with the borrowings under the second tranche was deemed a discount on the debt issued by TriplePoint and is being accreted to interest expense over the term of the second tranche. In connection with the IPO, the Series E warrants converted into warrants to purchase common stock at their conversion rate of approximately 0.0906 common warrant shares to one Series E warrant share. | |
As of December 31, 2014, there were 270,813 warrant shares outstanding with a weighted average exercise price of $11.56 per share. See Note 12 for a summary of the changes in the Convertible preferred stock warrant liability for the twelve months ended December 31, 2014 and 2013. |
Net_Loss_Per_Share
Net Loss Per Share | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Earnings Per Share [Abstract] | |||||||||||||
Net Loss per Share | NET LOSS PER SHARE | ||||||||||||
Basic net loss per share is calculated by dividing net loss applicable to common stockholders by the weighted-average shares outstanding during the period, without consideration for common stock equivalents. The weighted-average common shares outstanding excludes unvested restricted stock which although such shares are legally issued and outstanding, are not required to share in losses of the Company and are therefore excluded from the net loss per share calculation. Diluted net loss per share is calculated by adjusting the weighted-average shares outstanding for the dilutive effect of common stock equivalents outstanding for the period, determined using the treasury-stock method. For purposes of the diluted net loss per share calculation, Convertible Preferred Stock, stock options and warrants are considered to be common stock equivalents but are excluded from the calculation of diluted net loss per share because their effect would be anti-dilutive. Therefore, basic and diluted net loss per share applicable to common stockholders were the same for all periods presented. Previously, the Company had two classes of common stock outstanding. In connection with the IPO, the two classes were converted into a new class of Common Stock. The tables in this footnote are retroactively adjusted to show the results as if only the new class of Common Stock was outstanding for the entirety of each of the respective periods. | |||||||||||||
For the Year Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Net loss applicable to common shareholders (thousands) | $ | (32,230 | ) | $ | (29,578 | ) | $ | (23,246 | ) | ||||
Deemed dividend (thousands) | — | 40 | — | ||||||||||
Net loss applicable to common shareholders for computing loss per share (thousands) | $ | (32,230 | ) | $ | (29,538 | ) | $ | (23,246 | ) | ||||
Basic and diluted weighted average common shares outstanding | 11,001,579 | 519,995 | 329,561 | ||||||||||
Basic and diluted loss per share | $ | (2.93 | ) | $ | (56.81 | ) | $ | (70.54 | ) | ||||
As the Company incurred a loss for the year ended December 31, 2014, 2013 and 2012, all unvested restricted stock awards were excluded from the calculation of basic net loss per share and all potential Common Stock shares issuable for Convertible Preferred Stock, stock options and warrants were excluded from the calculation of diluted net loss per share, as the effect of including them would have been anti-dilutive. Had the Company not incurred a loss, the dilutive effect of the unvested restricted stock awards on basic weighted average common shares outstanding and the dilutive effect of potential Common Stock shares issuable for Convertible Preferred Stock, stock options and warrants on the weighted-average number of Common Stock shares outstanding would have been as follows: | |||||||||||||
For the Year Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Basic weighted average shares outstanding | 11,001,579 | 519,995 | 329,561 | ||||||||||
Dilutive effect of unvested restricted stock | 232,069 | 16,293 | 17,980 | ||||||||||
Basic weighted average shares outstanding had the Company not incurred a loss | 11,233,648 | 536,288 | 347,541 | ||||||||||
Dilutive effect of Convertible Preferred Stock | 5,732,081 | 8,548,894 | 6,643,501 | ||||||||||
Dilutive effect of warrants | — | — | — | ||||||||||
Dilutive effect of stock options | 331,107 | 147,798 | 16,301 | ||||||||||
Diluted weighted average shares outstanding had the Company not incurred a loss | 17,296,836 | 9,232,980 | 7,007,343 | ||||||||||
Segment_Information
Segment Information | 12 Months Ended |
Dec. 31, 2014 | |
Segment Reporting [Abstract] | |
Segment Information | SEGMENT INFORMATION |
The Company operates in a single reportable segment. During the year ended December 31, 2014, the Company had four customers which each generated more than 10% of the Company’s revenues. These four customers accounted for revenues of approximately $1.5 million, $895,000, $766,000 and $531,000, respectively. During the year ended December 31, 2013, the Company had two customers which each generated more than 10% of the Company’s revenues. These two customers accounted for revenues of approximately $690,000 and $629,000, respectively. |
Selected_Quarterly_Financial_D
Selected Quarterly Financial Data (unaudited) (Notes) | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | ||||||||||||||||
Selected Quarterly Financial Data (unaudited) | SELECTED QUARTERLY FINANCIAL DATA (unaudited) | |||||||||||||||
The following table contains quarterly financial information for fiscal years 2014 and 2013. The Company believes that the following information reflects all normal recurring adjustments necessary for a fair statement of the information for the periods presented. | ||||||||||||||||
First Quarter | Second Quarter | Third Quarter | Fourth Quarter | |||||||||||||
2014 | ||||||||||||||||
Revenue | $ | 828 | $ | 1,390 | $ | 1,483 | $ | 1,356 | ||||||||
Net loss and comprehensive loss | $ | (8,367 | ) | $ | (7,349 | ) | $ | (9,083 | ) | $ | (7,431 | ) | ||||
Loss per common share | $ | (13.68 | ) | $ | (11.28 | ) | $ | (0.64 | ) | $ | (0.43 | ) | ||||
2013 | ||||||||||||||||
Revenue | $ | 266 | $ | 671 | $ | 556 | $ | 689 | ||||||||
Net loss and comprehensive loss | $ | (7,715 | ) | $ | (7,942 | ) | $ | (9,449 | ) | $ | (4,473 | ) | ||||
Loss per common share | $ | (18.33 | ) | $ | (15.96 | ) | $ | (17.00 | ) | $ | (7.51 | ) |
Subsequent_Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2014 | |
Subsequent Events [Abstract] | |
Subsequent Events | SUBSEQUENT EVENTS |
Through the date of this filing, the Company has granted approximately 670,000 stock options and approximately 375,000 shares of restricted stock. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended | |
Dec. 31, 2014 | ||
Accounting Policies [Abstract] | ||
Basis of Presentation | Basis of Presentation | |
The accompanying financial statements include the accounts of Roka Bioscience, Inc. These financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. The Company does not have any subsidiaries. | ||
Use of Estimates | Use of Estimates | |
The Company is required to make estimates and assumptions that affect the reported amounts of assets, liabilities, expenses and disclosure of contingent assets and liabilities in its financial statements. Actual results could differ from those estimates. The most significant estimates relate to the Company’s valuation of the convertible preferred stock warrant liability, inventory reserves, stock-based compensation expense and imputed interest from deferred instrument payments under a supply agreement with Gen-Probe. | ||
Fair Value of Financial Instruments | Fair Value of Financial Instruments | |
The carrying amounts reflected in the balance sheet for cash and cash equivalents, trade accounts receivable, accounts payable, short-term deferred payments and accrued expenses approximate fair value due to their short-term maturities. Deferred payments are initially recorded at fair value reflecting the estimated interest rate implicit in the extended payment terms per the related agreement. | ||
The Company’s derivative financial instruments are measured and recorded in the balance sheet at their fair value. | ||
Cash and Cash Equivalents | Cash and Cash Equivalents | |
Cash and cash equivalents include short-term highly liquid investments with original maturities to the Company of three months or less. | ||
Short-term and Long-term Marketable Securities | Short-term and Long-term Marketable Securities | |
The Company invests excess cash balances in marketable securities of highly rated financial institutions and investment-grade debt instruments. Investments are diversified and concentration of investments is limited for individual institutions, maturities and investment types. The Company’s marketable debt securities have been classified and accounted for as held-to-maturity. The Company determines the appropriate classification of its investments at the time of purchase and reevaluates the designations at each balance sheet date, and classifies its marketable debt securities as either short-term or long-term based on each instrument’s underlying contractual maturity date. Marketable debt securities with maturities of 12 months or less are classified as short-term and marketable debt securities with maturities greater than 12 months are classified as long-term, and recorded at their amortized cost. | ||
Trade Accounts Receivable | Trade Accounts Receivable | |
The Company evaluates the creditworthiness of each customer on a regular basis. The Company uses judgments as to its ability to collect outstanding receivables and provides allowances for the portion of receivables if and when collection becomes doubtful, and it also assesses on an ongoing basis whether collectibility is reasonably assured at the time of sale. Changes to allowances and adjustments for declines in customers’ creditworthiness are recorded as bad debt expense as a component of selling, general and administrative expense. The Company has not experienced any material losses related to receivables from individual customers, or groups of customers. | ||
Property and Equipment | Property and Equipment | |
Property and equipment are stated at cost less accumulated depreciation. The straight-line method of depreciation is used for all property and equipment. Repair and maintenance costs are expensed as incurred. Property and equipment are depreciated over the following estimated useful lives: | ||
• | Atlas instruments placed — five years | |
• | Manufacturing equipment — five years | |
• | Laboratory equipment — four years | |
• | Computer and office equipment — three to five years | |
• | Leasehold improvements — the lesser of: the estimated useful life, the term of the respective lease, or ten years | |
• | Software — three years | |
Inventories | Inventories | |
Inventories include raw materials and supplies used for manufacturing of assays and finished products held for sale. The Company’s inventories are stated at the lower of cost or market. Cost includes amounts related to materials, applicable labor and overhead, and is determined in a manner which approximates the first-in first-out method. Reserves are recorded for excess and obsolete inventory and net realizable value, based on management’s review of inventories on hand as compared to estimated future demand, shelf-life and the likelihood of obsolescence. Abnormal production and underutilization costs are expensed as incurred. See Note 5. | ||
Intangible Assets | Intangible Assets | |
The Company’s intangible asset relates to research and development projects that were acquired at the Company's inception in connection with the acquisition of industrial testing assets and technology from Gen-Probe. The projects were not completed at the date of acquisition and had no future alternative use. The Company recorded in-process research and development (“IPR&D”) as an intangible asset with an indefinite life until the project was completed. | ||
Upon successful completion of the IPR&D in January 2012, the Company initiated amortization of the asset over its estimated useful life of 10 years. | ||
In 2014, based upon the consideration paid under the Company's amended license agreement with Gen-Probe, the Company recorded an additional $26.6 million to the Company's intangible technology, which amount will be amortized through December 31, 2021, the end of the estimated remaining life of the technology asset. See Note 7 for further details. | ||
The Company reviews the technology asset for impairment on an annual basis. If events or changes in circumstances indicate that the carrying amount might not be recoverable, the Company would also review the technology asset for impairment at that point in time. An impairment loss is recognized if the sum of estimated future undiscounted cash flows generated from use of the technology asset is less than its carrying value. | ||
Goodwill | Goodwill | |
Goodwill represents the excess of purchase price over net assets acquired from Gen-Probe. Goodwill is not amortized; rather, it is subject to a periodic evaluation for impairment by applying a fair-value-based test. The Company evaluates goodwill for impairment in the fourth quarter of each year. In addition, the Company reviews goodwill for recoverability between annual evaluations whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Examples of such events include a significant adverse change in legal matters, liquidity or in the business climate, an adverse action or assessment by a regulator or government organization, loss of key personnel, or new circumstances that would have a negative impact on the Company. Goodwill impairment is determined using a two-step approach whereby the fair value of the Company is compared to its book value. | ||
Research and Development Expenses | Research and Development Expenses | |
Research and development expenses are comprised of costs incurred in performing research and development activities including manufacturing development and scale-up costs and product development and are principally comprised of salaries and benefits, outside contractor costs and professional fees, research license fees, depreciation and amortization of laboratory equipment, facilities, and lab supplies. These costs are expensed as incurred. | ||
Revenue Recognition | Revenue Recognition | |
The Company generates revenue from the sale of Atlas Detection Assays and consumable supplies for use with its Atlas instruments, as well as limited revenue from instrument rentals and service and maintenance contracts. The Company generally provides Atlas instruments free of charge under reagent rental agreements and retains title to the instruments which remain capitalized on the Company’s balance sheet under property and equipment. The Company recovers the cost of providing the Atlas instruments in the amount it charges for its Atlas Detection Assays. The reagent rental agreements are typically for one-year periods and there are no minimum purchase obligations. Revenue is recognized over the term of the reagent rental agreement as Atlas Detection Assays and other supplies are shipped. Shipping and handling costs incurred by the Company are included in its billings to customers. | ||
The Company recognizes revenue net of discounts and sales related taxes where applicable. The Company recognizes product revenue upon shipment provided that there is persuasive evidence of an arrangement, there are no uncertainties regarding acceptance, the sales price is fixed or determinable and collection of the resulting receivable is reasonably assured. There is no customer right of return in the Company’s sales agreements. | ||
Revenues for leases and service and maintenance contracts are recognized ratably over the term of the contract. Revenues for the sale of Atlas instruments are recognized upon shipment provided that there is persuasive evidence of an arrangement, there are no uncertainties regarding acceptance, the sales price is fixed or determinable and collection of the resulting receivable is reasonably assured. | ||
Cost of Revenue | Cost of Revenue | |
The Company manufactures products for commercial sale as well as for internal use or evaluation. Cost of revenue primarily consists of the cost of materials, direct labor and manufacturing overhead costs associated with the production and distribution of Atlas Detection Assays and consumable supplies for the Atlas instruments. Cost of revenue also includes depreciation on Atlas instruments installed with our customers, expenses related to service and maintenance of instruments and royalties. The Company classifies costs for commercial products to Cost of revenue and costs for internal use or evaluations to Research and development or Selling, general and administrative costs. | ||
Share-based Compensation | Share-based Compensation | |
The Company grants stock options and restricted shares to employees, independent directors and consultants of the Company. The Company recognizes share-based compensation expense, based on the fair value of stock awards, on a straight-line basis over the requisite service period of the individual grants, which typically is equal to the vesting period. See Note 15. | ||
Income Taxes | Income Taxes | |
The Company applies the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial statement carrying amounts and tax basis of assets and liabilities using enacted tax rates in effect for years in which the temporary differences are expected to reverse. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. The Company recognizes the benefit of an uncertain tax position that it has taken or expects to take on income tax returns it files if such tax position is more likely than not to be sustained. See Note 13. | ||
New Accounting Pronouncements | New Accounting Pronouncements | |
From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standard setting bodies and adopted by the Company as of the specified effective date. | ||
In August 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-15, Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, which is intended to define management’s responsibility to evaluate whether there is substantial doubt about an organization’s ability to continue as a going concern and to provide related footnote disclosures. This ASU provides guidance to an organization’s management, with principles and definitions that are intended to reduce diversity in the timing and content of disclosures that are commonly provided by organizations today in the financial statement footnotes. The amendments are effective for annual periods ending after December 15, 2016, and interim periods within annual periods beginning after December 15, 2016, and early adoption is permitted. The Company is currently in the process of evaluating the impact this new guidance will have. | ||
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers. This standard outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance. ASU 2014-09 provides companies with two implementation methods. Companies can choose to apply the standard retrospectively to each prior reporting period presented (full retrospective application) or retrospectively with the cumulative effect of initially applying the standard as an adjustment to the opening balance of retained earnings of the annual reporting period that includes the date of initial application (modified retrospective application). This guidance is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period, and early application is not permitted. The Company is currently in the process of evaluating the impact this new guidance will have. |
Marketable_Securities_Tables
Marketable Securities (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Investments, Debt and Equity Securities [Abstract] | |||||||||
Held-to-Maturity Marketable Securities | As of December 31, 2014, the fair value of held-to-maturity marketable securities by type of security was as follows: | ||||||||
Amortized Cost | Gross Unrealized Holding Gains | Gross Unrealized Holding Losses | Aggregate Fair Value | ||||||
Short-term marketable securities | |||||||||
Debt securities | 36,231 | 2 | (36 | ) | 36,197 | ||||
Long-term marketable securities | |||||||||
Debt securities | 13,366 | 4 | (32 | ) | 13,338 | ||||
Inventories_Tables
Inventories (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Inventory Disclosure [Abstract] | ||||||||
Summary of Net Inventories | The following table provides details of the Company’s net inventories (amounts in thousands): | |||||||
As of December 31, | ||||||||
2014 | 2013 | |||||||
Raw materials | $ | 1,914 | $ | 1,846 | ||||
Work in process | 11 | — | ||||||
Finished goods | 3,005 | 2,033 | ||||||
$ | 4,930 | $ | 3,879 | |||||
Property_and_Equipment_Tables
Property and Equipment (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Property, Plant and Equipment [Abstract] | ||||||||||||
Schedule of Property and Equipment | The following table provides details of the Company’s property and equipment (amounts in thousands): | |||||||||||
As of December 31, | ||||||||||||
2014 | 2013 | |||||||||||
Atlas instruments | $ | 10,079 | $ | 10,330 | ||||||||
Manufacturing equipment | 2,753 | 2,801 | ||||||||||
Laboratory equipment | 2,953 | 2,923 | ||||||||||
Computer and office equipment | 1,469 | 1,388 | ||||||||||
Leasehold improvements | 1,380 | 1,272 | ||||||||||
Software | 1,142 | 1,106 | ||||||||||
Total property and equipment | $ | 19,776 | $ | 19,820 | ||||||||
Less: Accumulated depreciation | (7,590 | ) | (5,310 | ) | ||||||||
Total | $ | 12,186 | $ | 14,510 | ||||||||
Schedule of Expenses for Depreciation of Property and Equipment | Expenses for depreciation of property and equipment were incurred as follows (amounts in thousands): | |||||||||||
For the Year Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Depreciation expense | $ | 2,481 | $ | 2,269 | 1,877 | |||||||
Accrued_Expenses_Tables
Accrued Expenses (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Payables and Accruals [Abstract] | ||||||||
Summary of Accrued Expenses | The following table provides details of the Company’s accrued expenses (amounts in thousands): | |||||||
As of December 31, | As of December 31, | |||||||
2014 | 2013 | |||||||
Employee related | $ | 1,116 | $ | 888 | ||||
Professional services | 235 | 1,328 | ||||||
Other | 774 | 165 | ||||||
Total accrued expenses | $ | 2,125 | $ | 2,381 | ||||
Deferred_Payments_Tables
Deferred Payments (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Other Liabilities Disclosure [Abstract] | ||||||||
Summary of Amounts Deferred under Supply Agreement | The following table summarizes the amounts deferred under this agreement (amounts in thousands): | |||||||
As of December 31, | ||||||||
2014 | 2013 | |||||||
Current | ||||||||
Deferred payments, gross | $ | 1,079 | $ | 759 | ||||
Imputed interest | (384 | ) | (420 | ) | ||||
Deferred payments, net | $ | 695 | $ | 339 | ||||
Long-term | ||||||||
Deferred payments, gross | $ | 3,683 | $ | 4,053 | ||||
Imputed interest | (464 | ) | (848 | ) | ||||
Deferred payments, net | $ | 3,219 | $ | 3,205 | ||||
Commitments_and_Contingencies_
Commitments and Contingencies Future annual minimum lease payments (Tables) | 12 Months Ended | |||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||
Commitments and Contingencies Disclosure Future Lease Payments [Abstract] | ||||||||||||||||||
Schedule of Future Minimum Rental Payments for Operating Leases | Future annual minimum lease payments under the above leases are as follows (amounts in thousands): | |||||||||||||||||
Years Ended December 31, | ||||||||||||||||||
2015 | $ | 1,034 | ||||||||||||||||
2016 | 1,068 | |||||||||||||||||
2017 | 1,081 | |||||||||||||||||
2018 | 810 | |||||||||||||||||
2019 | 793 | |||||||||||||||||
Beyond | 199 | |||||||||||||||||
Total | $ | 4,985 | ||||||||||||||||
Contractual Obligation, Fiscal Year Maturity Schedule | The following table represents the Company’s future cash commitments under agreements with third parties as of December 31, 2014 aggregated by type, and excludes payments under the operating leases detailed above and contingent liabilities for which the Company cannot reasonably predict future payments (amounts in thousands): | |||||||||||||||||
Less than | More than | |||||||||||||||||
Total | 1 year | 1-3 years | 3-5 years | 5 years | ||||||||||||||
Deferred payment obligations (1) | 14,762 | $ | 1,079 | $ | 915 | $ | 7,768 | 5,000 | ||||||||||
Purchase obligations (2) | 1,458 | 1,458 | — | — | — | |||||||||||||
-1 | The Company's deferred payment obligations are based upon the deferred amounts outstanding as of December 31, 2014 for instruments purchased from Gen-Probe under the Gen-Probe supply agreement discussed above in Note 9. Such amounts are recorded at their aggregate present value of $3.9 million on the Balance Sheet as of December 31, 2014. The timing of when these payments are due reflects the Company's current estimates of repayment. The Company does not believe that future revisions of estimates will have a significant impact on the timing of payments. Additionally, amounts due beyond one year include the lump-sum payments payable to Gen-Probe in accordance with the amendment to the licensing agreement discussed in Note 9 above. Such amounts are recorded at their aggregate present value of $7.2 million within Deferred payments on the Balance Sheet as of December 31, 2014. | |||||||||||||||||
-2 | The Company's purchase obligations represent the total cost of instruments and supplies which it is committed to purchase from Gen-Probe as well as additional obligations due under other agreements entered into in the normal course of business. In accordance with the supply agreement the Company entered into with Gen-Probe, purchases of Atlas instruments are defined in rolling quarterly forecasts, and these forecasts become binding commitments for approximately nine months of Atlas instrument purchases at any given time. The Company's obligation to purchase supplies from Gen-Probe is determined in an annual purchase order submitted to Gen-Probe in the third quarter of each year. |
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 12 Months Ended | ||||||||||||||
Dec. 31, 2014 | |||||||||||||||
Fair Value Disclosures [Abstract] | |||||||||||||||
Fair Value of Cash Held in Money Market Deposit Accounts and its Convertible Preferred Stock Warrants | The following table summarizes the fair value information for the Company’s cash held in money market deposit accounts, marketable securities and its Convertible Preferred Stock Warrants at December 31, 2014 and December 31, 2013 (amounts in thousands): | ||||||||||||||
Fair value measurements using: | |||||||||||||||
Carrying | Quoted Prices in | Significant Other | Significant | ||||||||||||
Value | Active Markets | Observable Inputs | Unobservable | ||||||||||||
(Level 1) | (Level 2) | Inputs (Level 3) | |||||||||||||
Financial Assets and Liabilities Carried at Fair Value | |||||||||||||||
As of December 31, 2014 | |||||||||||||||
Financial Assets: | |||||||||||||||
Money market deposit accounts | $ | 5,741 | $ | 5,741 | — | — | |||||||||
As of December 31, 2013 | |||||||||||||||
Financial Assets: | |||||||||||||||
Money market deposit accounts | $ | 25,470 | $ | 25,470 | — | — | |||||||||
Financial Liabilities: | |||||||||||||||
Convertible Preferred Stock Warrants | $ | 212 | — | — | $ | 212 | |||||||||
Financial Assets Carried at Amortized Cost | |||||||||||||||
As of December 31, 2014 | |||||||||||||||
Short-term marketable securities | $ | 36,231 | $ | 10,081 | 26,116 | — | |||||||||
Long-term marketable securities | $ | 13,366 | $ | 2,001 | 11,337 | — | |||||||||
Summary of the Changes in the Convertible Preferred Stock Warrant Liability | The table below provides a summary of the changes in the Convertible preferred stock warrant liability during the twelve months ended December 31, 2014 and the twelve months ended December 31, 2013 (amounts in thousands): | ||||||||||||||
For the Year Ended December 31, | |||||||||||||||
2014 | 2013 | ||||||||||||||
Balance at beginning of period | $ | 212 | $ | 100 | |||||||||||
Issuance of Convertible Preferred Stock Warrants | — | 6,757 | |||||||||||||
Increase in Series E warrant shares | 135 | — | |||||||||||||
Change in fair value of warrants(1) | 1,017 | 2,595 | |||||||||||||
Settlement of Series A Warrants | — | (9,240 | ) | ||||||||||||
Reclassification to equity(2) | (1,364 | ) | — | ||||||||||||
Balance at end of period | $ | — | $ | 212 | |||||||||||
-1 | Amount for the year ended December 31, 2014, includes $666,000 of prior period fair value adjustments as discussed in Note 2 above. | ||||||||||||||
-2 | The warrants were re-measured to fair value and reclassified to additional paid-in capital upon the initial public offering. |
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | |||||||||
Dec. 31, 2014 | ||||||||||
Income Tax Disclosure [Abstract] | ||||||||||
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | A reconciliation of the United States federal statutory rate to the Company’s effective tax rate is shown below: | |||||||||
Year Ended December 31, | ||||||||||
2014 | 2013 | 2012 | ||||||||
Tax at U.S. statutory rate | (34.0 | )% | (34.0 | )% | (34.0 | )% | ||||
State taxes, net of federal benefit | (4.8 | ) | (4.5 | ) | (5.8 | ) | ||||
Difference from derivative instruments | 0.8 | (2.7 | ) | (7.1 | ) | |||||
Other nondeductible and permanent differences | 0.3 | 0.3 | 0.5 | |||||||
Benefit of net operating loss sale | (5.8 | ) | (9.6 | ) | (3.3 | ) | ||||
Provision (benefit) from valuation allowance | 37.8 | 41.1 | 46.5 | |||||||
(5.7 | )% | (9.4 | )% | (3.2 | )% | |||||
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | The table below details significant components of net deferred tax assets and deferred tax liabilities at December 31, 2014 and 2013 (amounts in thousands): | |||||||||
As of December 31, | ||||||||||
2014 | 2013 | |||||||||
Deferred tax assets: | ||||||||||
Net operating loss carry-forwards | 47,964 | 40,465 | ||||||||
Net operating losses approved for sale | — | 3,135 | ||||||||
Start-up expenditures | 425 | 466 | ||||||||
Research and development credits | 1,353 | 963 | ||||||||
Non-cash interest | 670 | 213 | ||||||||
Accruals and allowances | 1,020 | 1,426 | ||||||||
Deferred tax liabilities: | ||||||||||
Depreciable assets | (144 | ) | (569 | ) | ||||||
Share-based compensation expense | (319 | ) | (555 | ) | ||||||
Goodwill | (49 | ) | (40 | ) | ||||||
Valuation allowance | (50,969 | ) | (42,409 | ) | ||||||
Net deferred tax asset (liability) | (49 | ) | 3,095 | |||||||
Summary of Valuation Allowance [Table Text Block] | The table below details the changes to the valuation allowance for the years ended December 31, 2014 and December 31, 2013 (amounts in thousands): | |||||||||
Valuation allowance at December 31, 2012 | (30,752 | ) | ||||||||
Additions for 2013 | (14,792 | ) | ||||||||
Reversal of valuation allowance related to net operating loss sales | 3,135 | |||||||||
Valuation allowance at December 31, 2013 | (42,409 | ) | ||||||||
Additions for 2014 | (10,348 | ) | ||||||||
Change in tax rates | (201 | ) | ||||||||
Reversal of valuation allowance related to net operating loss sales | 1,989 | |||||||||
Valuation allowance at December 31, 2014 | (50,969 | ) |
StockBased_Compensation_Tables
Stock-Based Compensation (Tables) | 12 Months Ended | |||||||||
Dec. 31, 2014 | ||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||||||||
Schedule of Stock Option Activity | A summary of the status of the Company’s stock options at December 31, 2014 and changes during the year ended December 31, 2014 is presented in the table below: | |||||||||
Weighted | ||||||||||
Weighted | Average | |||||||||
Average | Remaining | Aggregate | ||||||||
Number of | Exercise | Contractual | Intrinsic | |||||||
Options | Price | Term (years) | Value | |||||||
Outstanding at December 31, 2013 | 671,259 | $ | 3.03 | 7.8 years | ||||||
Granted | 39,466 | 10.13 | ||||||||
Exercised | (115,747 | ) | 2.33 | $ | 768,811 | |||||
Forfeited and canceled | (57,086 | ) | 4.32 | |||||||
Outstanding at December 31, 2014 | 537,892 | $ | 3.57 | 7.2 years | ||||||
Vested and expected to vest, December 31, 2014(1) | 505,342 | $ | 3.48 | 7.1 years | 745,430 | |||||
Exercisable at December 31, 2014 | 345,110 | $ | 2.81 | 6.6 years | 585,237 | |||||
(1) Options vested and expected to vest represents the number of exercisable options as of December 31, 2014, plus the number of outstanding unvested options as of December 31, 2014 adjusted for an estimated annual forfeiture rate of approximately 8%. | ||||||||||
Ranges of Assumptions were Utilized for Stock Options Granted | The following ranges of assumptions were utilized for stock options granted during the periods indicated: | |||||||||
For the Year Ended December 31, | ||||||||||
2014 | 2013 | 2012 | ||||||||
Expected life in years | 5.9-6.3 | 5.93 | 6.06 | |||||||
Interest rate | 1.94%-2.04% | 0.99%-1.94% | 0.82%-1.32% | |||||||
Volatility | 60%-80% | 60% - 70% | 70% | |||||||
Dividend yield | — | — | — | |||||||
Schedule of Non-Vested Restricted Stock | A summary of the status of the Company’s non-vested restricted stock as of December 31, 2014 and changes during the year ended December 31, 2014 is presented in the table below: | |||||||||
Number of shares of restricted stock | ||||||||||
Non-vested restricted stock at December 31, 2013 | 559,703 | |||||||||
Shares issued | — | |||||||||
Shares vested | (121,982 | ) | ||||||||
Non-vested restricted stock at December 31, 2014 | 437,721 | |||||||||
Net_Loss_Per_Share_Tables
Net Loss Per Share (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Earnings Per Share [Abstract] | |||||||||||||
Schedule of Basic and Diluted Net Loss per Share Applicable to Common Stockholders | The tables in this footnote are retroactively adjusted to show the results as if only the new class of Common Stock was outstanding for the entirety of each of the respective periods. | ||||||||||||
For the Year Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Net loss applicable to common shareholders (thousands) | $ | (32,230 | ) | $ | (29,578 | ) | $ | (23,246 | ) | ||||
Deemed dividend (thousands) | — | 40 | — | ||||||||||
Net loss applicable to common shareholders for computing loss per share (thousands) | $ | (32,230 | ) | $ | (29,538 | ) | $ | (23,246 | ) | ||||
Basic and diluted weighted average common shares outstanding | 11,001,579 | 519,995 | 329,561 | ||||||||||
Basic and diluted loss per share | $ | (2.93 | ) | $ | (56.81 | ) | $ | (70.54 | ) | ||||
Calculation of Weighted Average Shares Outstanding , Event of Not Incurring Loss | Had the Company not incurred a loss, the dilutive effect of the unvested restricted stock awards on basic weighted average common shares outstanding and the dilutive effect of potential Common Stock shares issuable for Convertible Preferred Stock, stock options and warrants on the weighted-average number of Common Stock shares outstanding would have been as follows: | ||||||||||||
For the Year Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Basic weighted average shares outstanding | 11,001,579 | 519,995 | 329,561 | ||||||||||
Dilutive effect of unvested restricted stock | 232,069 | 16,293 | 17,980 | ||||||||||
Basic weighted average shares outstanding had the Company not incurred a loss | 11,233,648 | 536,288 | 347,541 | ||||||||||
Dilutive effect of Convertible Preferred Stock | 5,732,081 | 8,548,894 | 6,643,501 | ||||||||||
Dilutive effect of warrants | — | — | — | ||||||||||
Dilutive effect of stock options | 331,107 | 147,798 | 16,301 | ||||||||||
Diluted weighted average shares outstanding had the Company not incurred a loss | 17,296,836 | 9,232,980 | 7,007,343 | ||||||||||
Selected_Quarterly_Financial_D1
Selected Quarterly Financial Data (unaudited) (Tables) | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | ||||||||||||||||
Schedule of Quarterly Financial Information | The following table contains quarterly financial information for fiscal years 2014 and 2013. The Company believes that the following information reflects all normal recurring adjustments necessary for a fair statement of the information for the periods presented. | |||||||||||||||
First Quarter | Second Quarter | Third Quarter | Fourth Quarter | |||||||||||||
2014 | ||||||||||||||||
Revenue | $ | 828 | $ | 1,390 | $ | 1,483 | $ | 1,356 | ||||||||
Net loss and comprehensive loss | $ | (8,367 | ) | $ | (7,349 | ) | $ | (9,083 | ) | $ | (7,431 | ) | ||||
Loss per common share | $ | (13.68 | ) | $ | (11.28 | ) | $ | (0.64 | ) | $ | (0.43 | ) | ||||
2013 | ||||||||||||||||
Revenue | $ | 266 | $ | 671 | $ | 556 | $ | 689 | ||||||||
Net loss and comprehensive loss | $ | (7,715 | ) | $ | (7,942 | ) | $ | (9,449 | ) | $ | (4,473 | ) | ||||
Loss per common share | $ | (18.33 | ) | $ | (15.96 | ) | $ | (17.00 | ) | $ | (7.51 | ) |
Business_Overview_Narrative_De
Business Overview - Narrative (Details) (USD $) | 12 Months Ended | 0 Months Ended | |||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Jul. 29, 2014 | Jul. 22, 2014 |
Subsidiary, Sale of Stock [Line Items] | |||||
Proceeds from issuance of common stock, net of issuance costs | $53,584 | ($370) | $0 | ||
Common Class A and Class B [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Common stock, conversion basis | 1:01 | ||||
IPO [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Proceeds from issuance of common stock, net of issuance costs | 53,200 | ||||
Common Stock [Member] | IPO [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Issuance of common stock from initial public offering, net of underwriters’ discounts and issuance costs (in shares) | 5,000,000 | 5,000,000 | |||
IPO, price per share (in USD per share) | $12 |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies - Narrative (Details) (USD $) | 1 Months Ended | 12 Months Ended | 0 Months Ended | 3 Months Ended |
Jan. 31, 2012 | Dec. 31, 2014 | Jul. 03, 2014 | Mar. 31, 2014 | |
Summary Of Significant Accounting Policies [Line Items] | ||||
Useful life | 10 years | |||
Amortization | $1,800,000 | |||
Future Amortization Expense | ||||
2015 | 3,700,000 | |||
2016 | 3,700,000 | |||
2017 | 3,700,000 | |||
2018 | 3,700,000 | |||
2019 | 3,700,000 | |||
2020 | 3,700,000 | |||
2021 | 3,700,000 | |||
Remaining amortization period | 7 years | |||
Convertible Preferred Stock [Member] | ||||
Future Amortization Expense | ||||
Reverse stock split of common stock | 11.04:1 reverse stock split | |||
Reverse stock split, conversion ratio | 11.04 | |||
Series B, Series C and Series E Convertible Preferred Stock [Member] | ||||
Future Amortization Expense | ||||
Reverse stock split, conversion ratio | 0.0906 | |||
Series D Convertible Preferred Stock [Member] | ||||
Future Amortization Expense | ||||
Reverse stock split, conversion ratio | 0.0937 | |||
Fair Value of Warrants [Member] | ||||
Future Amortization Expense | ||||
Fair value of warrants | 435,000 | |||
Interest expense | 26,000 | |||
Other expenses | 77,000 | |||
Reduction of notes payable | 77,000 | |||
Increase in deferred financing costs | $77,000 |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies -Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2014 | |
Atlas Instrument [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life | 5 years |
Manufacturing Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life | 5 years |
Laboratory Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life | 4 years |
Computers and Office Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life | 3 years |
Computers and Office Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life | 5 years |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life | 10 years |
Software [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life | 3 years |
Cash_and_Cash_Equivalents_Narr
Cash and Cash Equivalents - Narrative (Details) (Cash and Cash Equivalents [Member], Credit Concentration Risk [Member]) | 12 Months Ended |
Dec. 31, 2014 | |
financial_institution | |
Cash and Cash Equivalents [Member] | Credit Concentration Risk [Member] | |
Concentration Risk [Line Items] | |
Number of financial institutions | 1 |
Marketable_Securities_Table_De
Marketable Securities Table (Details) (USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
Short-term marketable securities [Member] | |
Schedule of Held-to-maturity Securities [Line Items] | |
Held-to-maturity Securities, Debt Maturities, within One Year, Net Carrying Amount | $36,231 |
Held-to-maturity Securities, Accumulated Unrecognized Holding Gain | 2 |
Held-to-maturity Securities, Unrecognized Holding Loss | -36 |
Held-to-maturity Securities, Debt Maturities, Next Twelve Months, Fair Value | 36,197 |
Long-term marketable securities [Member] | |
Schedule of Held-to-maturity Securities [Line Items] | |
Held-to-maturity Securities, Debt Maturities, after One Through Five Years, Net Carrying Amount | 13,366 |
Held-to-maturity Securities, Accumulated Unrecognized Holding Gain | 4 |
Held-to-maturity Securities, Unrecognized Holding Loss | -32 |
Held-to-maturity Securities, Debt Maturities, Year Two Through Five, Fair Value | $13,338 |
Inventories_Summary_of_Net_Inv
Inventories - Summary of Net Inventories (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Inventory Disclosure [Abstract] | ||
Raw materials | $1,914 | $1,846 |
Work in process | 11 | 0 |
Finished goods | 3,005 | 2,033 |
Inventory, net | $4,930 | $3,879 |
Property_and_Equipment_Schedul
Property and Equipment - Schedule of Property and Equipment (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, Gross | $19,776 | $19,820 |
Less: Accumulated depreciation | -7,590 | -5,310 |
Property and Equipment, Net | 12,186 | 14,510 |
Atlas Instrument [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, Gross | 10,079 | 10,330 |
Manufacturing Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, Gross | 2,753 | 2,801 |
Laboratory Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, Gross | 2,953 | 2,923 |
Computers and Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, Gross | 1,469 | 1,388 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, Gross | 1,380 | 1,272 |
Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, Gross | $1,142 | $1,106 |
Property_and_Equipment_Narrati
Property and Equipment - Narrative (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Property, Plant and Equipment [Line Items] | |||
Cost of equipment on lease or held for lease, net of accumulated depreciation | $12,186 | $14,510 | |
Accumulated depreciation | 7,590 | 5,310 | |
Disposed equipment | 67 | 248 | 594 |
Accumulated depreciation of disposed equipment | 48 | 38 | 417 |
Future minimum lease receivable | 270 | ||
Lease receivable in 2015 | 225 | ||
Lease receivable in 2016 | 45 | ||
Atlas Instrument [Member] | Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Cost of equipment on lease or held for lease, net of accumulated depreciation | 8,900 | 9,800 | |
Accumulated depreciation | $1,200 | $500 |
Property_and_Equipment_Schedul1
Property and Equipment - Schedule of Expenses for Depreciation of Property and Equipment (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Property, Plant and Equipment [Abstract] | |||
Depreciation expense | $2,481 | $2,269 | $1,877 |
Intangible_Assets_Narrative_De
Intangible Assets - Narrative (Details) (USD $) | 0 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 0 Months Ended | |
In Millions, except Share data, unless otherwise specified | Jul. 29, 2014 | Jul. 31, 2014 | Dec. 31, 2014 | Jun. 30, 2014 | Jan. 01, 2020 | Jan. 01, 2018 |
Technology-Based Intangible Assets [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Finite-lived Intangible Assets Acquired | $26.60 | |||||
Royalty Reduction [Member] | Common Stock [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Issuance of common stock for royalty reduction (in shares) | 865,063 | 865,063 | ||||
Gen Probe [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Option agreement period | 2 years | |||||
License agreement option payment | 2.5 | |||||
Share price (in USD per share) | $10.51 | |||||
Cash payment for royalties | 8 | |||||
Gen Probe [Member] | Scenario, Forecast [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Cash payment for royalties | $5 | $5 |
Accrued_Expenses_Summary_of_Ac
Accrued Expenses - Summary of Accrued Expenses (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Payables and Accruals [Abstract] | ||
Employee related | $1,116 | $888 |
Professional services | 235 | 1,328 |
Other | 774 | 165 |
Total accrued expenses | $2,125 | $2,381 |
Accrued_Expenses_Narrative_Det
Accrued Expenses - Narrative (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Payables and Accruals [Abstract] | |||
Accrued issuance costs related to IPO | $0 | $526 | $0 |
Deferred_Payments_Narrative_De
Deferred Payments - Narrative (Details) (USD $) | 3 Months Ended | 12 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2012 | Jul. 31, 2014 | Jan. 01, 2020 | Jan. 01, 2018 | 31-May-11 | |
Other Liabilities [Line Items] | |||||||
Non-cash interest expense related to the deferred payments | $376,000 | $420,000 | $177,000 | ||||
Minimum [Member] | |||||||
Other Liabilities [Line Items] | |||||||
Debt instrument effective percentage | 9.90% | 9.90% | |||||
Maximum [Member] | |||||||
Other Liabilities [Line Items] | |||||||
Debt instrument effective percentage | 11.20% | 11.20% | |||||
Gen Probe [Member] | |||||||
Other Liabilities [Line Items] | |||||||
Royalty payment | 8,000,000 | ||||||
Gen Probe [Member] | Scenario, Forecast [Member] | |||||||
Other Liabilities [Line Items] | |||||||
Royalty payment | 5,000,000 | 5,000,000 | |||||
Gen Probe [Member] | January 1, 2018 [Member] | |||||||
Other Liabilities [Line Items] | |||||||
Royalty payment, present value interest rate | 7.60% | ||||||
Gen Probe [Member] | January 1, 2020 [Member] | |||||||
Other Liabilities [Line Items] | |||||||
Royalty payment, present value interest rate | 9.00% | ||||||
Gen Probe [Member] | Scenario, Forecast [Member] | |||||||
Other Liabilities [Line Items] | |||||||
Royalty payment | $5,000,000 | $5,000,000 | |||||
Atlas Instrument [Member] | Gen Probe [Member] | |||||||
Other Liabilities [Line Items] | |||||||
Deferred payment period | 54 months | ||||||
Atlas Instrument [Member] | Gen Probe [Member] | Maximum [Member] | |||||||
Other Liabilities [Line Items] | |||||||
Deferred purchase price, percentage | 50.00% |
Deferred_Payments_Summary_of_A
Deferred Payments - Summary of Amounts Deferred under Supply Agreement (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current | ||
Deferred payments, gross | $1,079 | $759 |
Imputed interest | -384 | -420 |
Deferred payments, net | 695 | 339 |
Long-term | ||
Deferred payments, gross | 3,683 | 4,053 |
Imputed interest | -464 | -848 |
Deferred payments, net | $3,219 | $3,205 |
Notes_Payable_Narrative_Detail
Notes Payable - Narrative (Details) (USD $) | 1 Months Ended | 10 Months Ended | 12 Months Ended | |
Nov. 30, 2013 | Sep. 30, 2014 | Dec. 31, 2014 | Mar. 31, 2014 | |
tranche | ||||
SecurityLoan | ||||
Line of Credit Facility [Line Items] | ||||
Number of loan and security agreements | 2 | |||
Maximum borrowing capacity | $15,000,000 | |||
Number of tranches | 3 | |||
Maximum borrowing capacity per tranches | 5,000,000 | |||
Warrants outstanding share exercise price (in USD per share) | 11.56 | |||
Convertible Preferred Stock Series E [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Number of shares for warrants exercisable (in shares) | 352,941 | |||
Warrants outstanding share exercise price (in USD per share) | 1.28 | |||
Common Stock [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Number of shares for warrants exercisable (in shares) | 31,968 | |||
Warrants outstanding share exercise price (in USD per share) | 14.08 | |||
Third Tranche [Member] | Minimum [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Revenue generated | 10,000,000 | |||
Comerica Loan [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Maximum borrowing capacity | 5,000,000 | |||
Interest rate at period end | 6.40% | |||
Maturity period | 42 months | |||
Interest only period | 18 months | |||
Accrued interest and equal principal payments periods | 23 months | |||
Amortization period | 30 months | |||
Balloon payment period | 24 months | |||
Net of expenses paid to Comerica | 4,900,000 | |||
Debt issuance costs | 76,000 | |||
Comerica Loan [Member] | First Tranche [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Line of credit outstanding | 5,000,000 | |||
Comerica Loan [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Minimum interest rate | 2.50% | |||
Additional minimum interest rate | 3.15% | |||
TriplePoint Loan [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Maximum borrowing capacity | 10,000,000 | |||
Interest only period | 12 months | |||
Line of credit maturity term | 36 months | |||
Debt issuance costs | 153,000 | |||
TriplePoint Loan [Member] | Second Tranche [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Maximum borrowing capacity | 5,000,000 | |||
Interest rate at period end | 9.50% | |||
Line of credit outstanding | 5,000,000 | |||
Warrant liability | 135,000 | |||
TriplePoint Loan [Member] | Second Tranche [Member] | Convertible Preferred Stock Series E [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Additional shares for warrants exercisable (in shares) | 156,863 | |||
TriplePoint Loan [Member] | Second Tranche [Member] | Common Stock [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Number of shares for warrants exercisable (in shares) | 14,209 | |||
Warrants outstanding share exercise price (in USD per share) | 14.08 | |||
TriplePoint Loan [Member] | Third Tranche [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Maximum borrowing capacity | 5,000,000 | |||
Comerica and TriplePoint [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Current notes payable | 2,900,000 | |||
Comerica and TriplePoint [Member] | Debt Instrument, Subjective Change Clause [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Current notes payable | 7,100,000 |
Commitments_and_Contingencies_1
Commitments and Contingencies - Narrative (Details) (USD $) | 1 Months Ended | 12 Months Ended | 1 Months Ended | 0 Months Ended | |||
Dec. 31, 2009 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Nov. 30, 2009 | 31-May-11 | Feb. 23, 2015 | |
Renewal | Applicant | ||||||
Commitment And Contingencies [Line Items] | |||||||
Number of renewal options | 2 | ||||||
Lease term for renewal options | 5 years | ||||||
Rent expense | $1,000,000 | $0 | $1,000,000 | ||||
Gen Probe [Member] | |||||||
Commitment And Contingencies [Line Items] | |||||||
Additional milestone payments | 6,000,000 | ||||||
Office Space Lease [Member] | |||||||
Commitment And Contingencies [Line Items] | |||||||
Monthly base rent | 0 | ||||||
Office, Laboratory and Manufacturing Space Lease [Member] | |||||||
Commitment And Contingencies [Line Items] | |||||||
Monthly base rent | 0 | ||||||
Monthly base rent after scheduled increase | 66,121 | ||||||
Laboratory and Office Space Lease [Member] | |||||||
Commitment And Contingencies [Line Items] | |||||||
Monthly base rent | 0 | ||||||
Monthly base rent after scheduled increase | $9,013 | ||||||
Subsequent Event [Member] | |||||||
Commitment And Contingencies [Line Items] | |||||||
Number of applicants to be appointed as lead plaintiff | 2 |
Commitments_and_Contingencies_2
Commitments and Contingencies Commitments table (Details) (USD $) | Dec. 31, 2014 | |
In Thousands, unless otherwise specified | ||
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | ||
2015 | $1,034 | |
2016 | 1,068 | |
2017 | 1,081 | |
2018 | 810 | |
2019 | 793 | |
Beyond | 199 | |
Total | 4,985 | |
Deferred Payment Obligation, Fiscal Year Maturity [Abstract] | ||
Total | 14,762 | [1] |
Less than one year | 1,079 | [1] |
1-3 years | 915 | [1] |
3-5 years | 7,768 | [1] |
More than five years | 5,000 | [1] |
Purchase Obligation, Fiscal Year Maturity [Abstract] | ||
Total | 1,458 | [2] |
Less than one year | 1,458 | [2] |
1-3 years | 0 | [2] |
3-5 years | 0 | [2] |
More than five years | 0 | [2] |
Supply Agreement [Member] | ||
Deferred Payment Obligation, Fiscal Year Maturity [Abstract] | ||
Total | 3,900 | [1] |
Royalty Payments [Member] | ||
Deferred Payment Obligation, Fiscal Year Maturity [Abstract] | ||
Total | $7,200 | [1] |
[1] | The Company's deferred payment obligations are based upon the deferred amounts outstanding as of December 31, 2014 for instruments purchased from Gen-Probe under the Gen-Probe supply agreement discussed above in Note 9. Such amounts are recorded at their aggregate present value of $3.9 million on the Balance Sheet as of December 31, 2014. The timing of when these payments are due reflects the Company's current estimates of repayment. The Company does not believe that future revisions of estimates will have a significant impact on the timing of payments. Additionally, amounts due beyond one year include the lump-sum payments payable to Gen-Probe in accordance with the amendment to the licensing agreement discussed in Note 9 above. Such amounts are recorded at their aggregate present value of $7.2 million within Deferred payments on the Balance Sheet as of December 31, 2014. | |
[2] | The Company's purchase obligations represent the total cost of instruments and supplies which it is committed to purchase from Gen-Probe as well as additional obligations due under other agreements entered into in the normal course of business. In accordance with the supply agreement the Company entered into with Gen-Probe, purchases of Atlas instruments are defined in rolling quarterly forecasts, and these forecasts become binding commitments for approximately nine months of Atlas instrument purchases at any given time. The Company's obligation to purchase supplies from Gen-Probe is determined in an annual purchase order submitted to Gen-Probe in the third quarter of each year. |
Fair_Value_Measurements_Fair_V
Fair Value Measurements - Fair Value of Cash Held in Money Market Deposit Accounts and its Convertible Preferred Stock Warrants (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Financial Liabilities: | ||
Short-term marketable securities | $36,231 | $0 |
Long-term marketable securities | 13,366 | 0 |
Convertible Preferred Stock Warrants [Member] | ||
Financial Liabilities: | ||
Convertible Preferred Stock Warrants | 212 | |
Money Market Deposit Accounts [Member] | ||
Financial Assets: | ||
Money market deposit accounts | 5,741 | 25,470 |
Quoted Prices in Active Markets (Level 1) [Member] | Convertible Preferred Stock Warrants [Member] | ||
Financial Liabilities: | ||
Convertible Preferred Stock Warrants | 0 | |
Quoted Prices in Active Markets (Level 1) [Member] | Money Market Deposit Accounts [Member] | ||
Financial Assets: | ||
Money market deposit accounts | 5,741 | 25,470 |
Significant Other Observable Inputs (Level 2) [Member] | Convertible Preferred Stock Warrants [Member] | ||
Financial Liabilities: | ||
Convertible Preferred Stock Warrants | 0 | |
Significant Other Observable Inputs (Level 2) [Member] | Money Market Deposit Accounts [Member] | ||
Financial Assets: | ||
Money market deposit accounts | 0 | 0 |
Significant Unobservable Inputs (Level 3) [Member] | Convertible Preferred Stock Warrants [Member] | ||
Financial Liabilities: | ||
Convertible Preferred Stock Warrants | 212 | |
Significant Unobservable Inputs (Level 3) [Member] | Money Market Deposit Accounts [Member] | ||
Financial Assets: | ||
Money market deposit accounts | 0 | 0 |
Debt Securities [Member] | ||
Financial Liabilities: | ||
Short-term marketable securities | 36,231 | |
Long-term marketable securities | 13,366 | |
Debt Securities [Member] | Quoted Prices in Active Markets (Level 1) [Member] | ||
Financial Liabilities: | ||
Short-term marketable securities | 10,081 | |
Long-term marketable securities | 2,001 | |
Debt Securities [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||
Financial Liabilities: | ||
Short-term marketable securities | 26,116 | |
Long-term marketable securities | 11,337 | |
Debt Securities [Member] | Significant Unobservable Inputs (Level 3) [Member] | ||
Financial Liabilities: | ||
Short-term marketable securities | 0 | |
Long-term marketable securities | $0 |
Fair_Value_Measurements_Summar
Fair Value Measurements - Summary of the Changes in the Convertible Preferred Stock Warrant Liability (Details) (USD $) | 12 Months Ended | |||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Balance at beginning of period | $212 | $100 | ||
Change in fair value of warrants | 1,017 | [1] | 2,595 | |
Reclassification to equity | -1,364 | [2] | 0 | [2] |
Balance at end of period | 0 | 212 | ||
Prior Period Adjustment [Member] | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Prior period fair value adjustment | 666 | |||
Series A Warrants [Member] | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Issuance of Convertible Preferred Stock Warrants | 0 | 6,757 | ||
Settlement of Series A Warrants | 0 | -9,240 | ||
Series E Warrants [Member] | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Increase in Series E warrant shares | $135 | $0 | ||
[1] | Amount for the year ended December 31, 2014, includes $666,000 of prior period fair value adjustments as discussed in Note 2 above. | |||
[2] | The warrants were re-measured to fair value and reclassified to additional paid-in capital upon the initial public offering. |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 1 Months Ended | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Tax Credit Carryforward [Line Items] | ||||
Income tax expense (benefit) from sale of net operating losses | ($1,952,000) | ($3,092,000) | ($783,000) | |
Domestic Tax Authority [Member] | ||||
Tax Credit Carryforward [Line Items] | ||||
Operating loss carryforwards | 131,000,000 | 131,000,000 | 109,000,000 | |
State and Local Jurisdiction [Member] | ||||
Tax Credit Carryforward [Line Items] | ||||
Operating loss carryforwards | 62,000,000 | 62,000,000 | 64,000,000 | |
Research Tax Credit Carryforward [Member] | ||||
Tax Credit Carryforward [Line Items] | ||||
Research and development credit carryforwards | 1,400,000 | 1,400,000 | ||
New Jersey Division of Taxation [Member] | State and Local Jurisdiction [Member] | ||||
Tax Credit Carryforward [Line Items] | ||||
Net operating losses sold | 41,500,000 | 46,800,000 | 12,700,000 | |
Income tax expense (benefit) from sale of net operating losses | ($2,000,000) | ($3,100,000) | ($792,000) |
Income_Taxes_Rate_Reconciliati
Income Taxes Rate Reconciliation (Details) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Income Tax Disclosure [Abstract] | |||
Tax at U.S. statutory rate | -34.00% | -34.00% | -34.00% |
State taxes, net of federal benefit | -4.80% | -4.50% | -5.80% |
Difference from derivative instruments | 0.80% | -2.70% | -7.10% |
Other nondeductible and permanent differences | 0.30% | 0.30% | 0.50% |
Benefit of net operating loss sale | -5.80% | -9.60% | -3.30% |
Provision (benefit) from valuation allowance | 37.80% | 41.10% | 46.50% |
Effective income tax rate | -5.70% | -9.40% | -3.20% |
Income_Taxes_Income_tax_compon
Income Taxes Income tax components (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Deferred Tax Assets, Gross [Abstract] | ||
Net operating loss carry-forwards | $47,964 | $40,465 |
Net operating losses approved for sale | 0 | 3,135 |
Start-up expenditures | 425 | 466 |
Research and development credits | 1,353 | 963 |
Non-cash interest | 670 | 213 |
Accruals and allowances | 1,020 | 1,426 |
Deferred Tax Liabilities, Gross [Abstract] | ||
Depreciable assets | -144 | -569 |
Share-based compensation expense | -319 | -555 |
Goodwill | -49 | -40 |
Valuation allowance | -50,969 | -42,409 |
Net deferred tax asset (liability) | ($49) | $3,095 |
Income_Taxes_Valuation_Allowan
Income Taxes Valuation Allowance (Details) (Valuation Allowance of Deferred Tax Assets [Member], USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Valuation Allowance of Deferred Tax Assets [Member] | ||
Valuation Allowance [Line Items] | ||
Valuation allowances, beginning of period | ($42,409) | ($30,752) |
Additions | -10,348 | -14,792 |
Change in tax rates | -201 | |
Reversal of valuation allowance related to net operating loss sales | 1,989 | 3,135 |
Valuation allowances, end of period | ($50,969) | ($42,409) |
Convertible_Preferred_Stock_an1
Convertible Preferred Stock and Stockholders' Equity (Deficit) - Narrative (Details) (USD $) | 0 Months Ended | 12 Months Ended | |
Jul. 22, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Temporary Equity [Line Items] | |||
Series A convertible preferred stock, shares outstanding (in shares) | 0 | ||
Lock-up period | 180 days | ||
Percentage of registrable securities | 51.00% | ||
Total stock, shares authorized (in shares) | 520,000,000 | ||
Common stock, shares authorized (in shares) | 500,000,000 | ||
Common stock, par or stated value per share (in USD per share) | 0.001 | 0.001 | 0.001 |
Preferred stock, shares authorized (in shares) | 20,000,000 | ||
Preferred stock, par or stated value per share (in USD per share) | 0.001 | ||
Common Stock [Member] | |||
Temporary Equity [Line Items] | |||
Conversion of convertible preferred stock into Common Stock (in shares) | 10,494,557 | 10,494,557 | 53,688 |
StockBased_Compensation_Narrat
Stock-Based Compensation - Narrative (Details) (USD $) | 12 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Jun. 13, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Period between share increases | 10 years | |||
Percent of increase | 0.03 | |||
Maximum contractual term of restricted stock granted | 10 years | |||
Contractual term of restricted stock vested | 4 years | |||
Options granted | 39,466 | |||
Dividend yield | 0.00% | 0.00% | 0.00% | |
Weighted average grant date fair value | $7 | $2.05 | $1.63 | |
Stock based compensation expense | $229,000 | $233,000 | $223,000 | |
Unrecognized compensation costs | 536,000 | |||
Weighted average grant date fair value | $5.63 | $3.20 | ||
Restricted stocks granted in the period | 101,000 | |||
Risk free interest rate | 2.88% | |||
Expected term in years | 10 years | |||
Volatility | 60.00% | 70.00% | ||
Share based compensation expense | 790,000 | 463,000 | 516,000 | |
Intrinsic value of vested restricted stock | 793,000 | 381,000 | 580,000 | |
Unrecognized share based compensation | 2,100,000 | |||
Employee Stock Option [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Weighted average period for expense recognition | 2 years 2 months 12 days | |||
Share-based Compensation Award, Tranche One [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Restricted stock issued | 220,000 | |||
Share price threshold for market-based restricted stock (in USD per share) | $28.15 | |||
Restricted Stock [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Contractual term of restricted stock vested | 4 years | |||
Weighted average period for expense recognition | 1 year 10 months 6 days | |||
Restricted stock issued | 220,000 | |||
Restricted stocks granted in the period | 0 | |||
Maximum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Risk free interest rate | 2.04% | 1.94% | 1.32% | |
Expected term in years | 6 years 3 months | |||
Volatility | 80.00% | 70.00% | ||
2009 Equity Incentive Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options granted | 4,000 | |||
Stock options granted, value | 18,000 | |||
2009 Equity Incentive Plan [Member] | Maximum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock options and restricted shares granted (in shares) | 2,028,850 | |||
2014 Equity Incentive Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options granted | 35,000 | |||
Stock options granted, value | $258,000 | |||
Restricted stock granted (in shares) | 0 | |||
2014 Equity Incentive Plan [Member] | Maximum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock options and restricted shares granted (in shares) | 1,086,956 |
StockBased_Compensation_Schedu
Stock-Based Compensation - Schedule of Option Activity (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Number of Options | ||
Outstanding, beginning of period | 671,259 | |
Granted | 39,466 | |
Exercised | -115,747 | |
Forfeited and canceled | -57,086 | |
Outstanding, end of period | 537,892 | 671,259 |
Vested and expected to vest | 505,342 | |
Exercisable | 345,110 | |
Weighted Average Exercise Price | ||
Outstanding, beginning of period | $3.03 | |
Granted | $10.13 | |
Exercised | $2.33 | |
Forfeited and canceled | $4.32 | |
Outstanding, end of period | $3.57 | $3.03 |
Vested and expected to vest | $3.48 | |
Exercisable | $2.81 | |
Weighted average remaining term, balance | 7 years 2 months 8 days | 7 years 9 months 18 days |
Weighted average remaining term, vested and expected to vest | 7 years 1 month 6 days | |
Weighted average remaining term, exercisable | 6 years 7 months 10 days | |
Aggregate intrinsic value, exercised | $768,811 | |
Aggregate intrinsic value, vested and expected to vest | 745,430 | |
Aggregate intrinsic value, exercisable | $585,237 | |
Estimated annual forfeiture rate | 8.00% |
StockBased_Compensation_Ranges
Stock-Based Compensation - Ranges of Assumptions were Utilized for Stock Options Granted (Details) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected life in years | 10 years | ||
Interest rate | 2.88% | ||
Volatility | 60.00% | 70.00% | |
Dividend yield | 0.00% | 0.00% | 0.00% |
Minimum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected life in years | 5 years 10 months 24 days | 5 years 11 months 4 days | 6 years 21 days |
Interest rate | 1.94% | 0.99% | 0.82% |
Volatility | 60.00% | 60.00% | |
Maximum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected life in years | 6 years 3 months | ||
Interest rate | 2.04% | 1.94% | 1.32% |
Volatility | 80.00% | 70.00% |
StockBased_Compensation_Schedu1
Stock-Based Compensation - Schedule of Restricted Stock (Details) | 12 Months Ended | |
Dec. 31, 2012 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares issued | 101,000 | |
Restricted Stock [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Non-vested restricted stock, beginning of period | 559,703 | |
Shares issued | 0 | |
Shares vested | -121,982 | |
Non-vested restricted stock, end of period | 437,721 |
Warrants_Narrative_Details
Warrants - Narrative (Details) (USD $) | 1 Months Ended | 12 Months Ended | 0 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Nov. 30, 2013 | Dec. 31, 2014 | Jul. 22, 2014 | Mar. 31, 2014 |
Class of Warrant or Right [Line Items] | ||||
Warrants outstanding to purchase shares (in shares) | 270,813 | |||
Warrants outstanding share exercise price (in USD per share) | $11.56 | |||
Comerica Loan [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants issued as payments | $28 | |||
TriplePoint Loan [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants issued as payments | 55 | |||
Debt issuance costs | 153 | |||
Series B Warrants [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants outstanding to purchase shares (in shares) | 2,480,000 | |||
Warrants outstanding share exercise price (in USD per share) | $1 | |||
Warrants conversion ratio | 0.0906 | |||
Series E Warrants [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants outstanding to purchase shares (in shares) | 352,941 | |||
Warrants outstanding share exercise price (in USD per share) | $1.28 | |||
Warrants conversion ratio | 0.0906 | |||
Series E Warrants [Member] | TriplePoint Loan [Member] | Second Tranche [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Additional issues shares (in shares) | 156,863 | |||
Additional issues shares value | $135 |
Net_Loss_Per_Share_Schedule_of
Net Loss Per Share - Schedule of Basic and Diluted Net Loss per Share Applicable to Common Stockholders (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Earnings Per Share [Abstract] | |||||||||||
Net loss applicable to common shareholders for computing loss per share (thousands) | ($7,431) | ($9,083) | ($7,349) | ($8,367) | ($4,473) | ($9,449) | ($7,942) | ($7,715) | ($32,230) | ($29,578) | ($23,246) |
Deemed dividend (thousands) | 0 | 40 | 0 | ||||||||
Net loss applicable to common shareholders (thousands) | ($32,230) | ($29,538) | ($23,246) | ||||||||
Basic and diluted weighted average common shares outstanding (in shares) | 11,001,579 | 519,995 | 329,561 | ||||||||
Basic and diluted loss per share (in USD per share) | ($0.43) | ($0.64) | ($11.28) | ($13.68) | ($7.51) | ($17) | ($15.96) | ($18.33) | ($2.93) | ($56.81) | ($70.54) |
Net_Loss_Per_Share_Calculation
Net Loss Per Share - Calculation of Weighted Average Shares Outstanding , Event of Not Incurring Loss (Details) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Earnings Per Share [Abstract] | |||
Basic weighted average shares outstanding (in shares) | 11,001,579 | 519,995 | 329,561 |
Dilutive effect of unvested restricted stock (in shares) | 232,069 | 16,293 | 17,980 |
Basic weighted average shares outstanding had the Company not incurred a loss (in shares) | 11,233,648 | 536,288 | 347,541 |
Dilutive effect of Convertible Preferred Stock (in shares) | 5,732,081 | 8,548,894 | 6,643,501 |
Dilutive effect of warrants (in shares) | 0 | 0 | 0 |
Dilutive effect of stock options (in shares) | 331,107 | 147,798 | 16,301 |
Diluted weighted average shares outstanding had the Company not incurred a loss (in shares) | 17,296,836 | 9,232,980 | 7,007,343 |
Segment_Information_Narrative_
Segment Information - Narrative (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Segment Reporting Information [Line Items] | ||
Number of Reportable Segments | 1 | |
Customer One [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues of major customer | $1,500,000 | $690,000 |
Customer Two [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues of major customer | 895,000 | 629,000 |
Customer Three [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues of major customer | 766,000 | |
Customer Four [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues of major customer | $531,000 | |
Revenue [Member] | ||
Segment Reporting Information [Line Items] | ||
Number of customers accounted for more than 10% of revenues | 4 | 2 |
Concentration risk percentage | 10.00% | 10.00% |
Selected_Quarterly_Financial_D2
Selected Quarterly Financial Data (unaudited) (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Revenue | $1,356 | $1,483 | $1,390 | $828 | $689 | $556 | $671 | $266 | $5,057 | $2,182 | $105 |
Net loss | ($7,431) | ($9,083) | ($7,349) | ($8,367) | ($4,473) | ($9,449) | ($7,942) | ($7,715) | ($32,230) | ($29,578) | ($23,246) |
Basic and diluted (in USD per share) | ($0.43) | ($0.64) | ($11.28) | ($13.68) | ($7.51) | ($17) | ($15.96) | ($18.33) | ($2.93) | ($56.81) | ($70.54) |
Subsequent_Events_Details
Subsequent Events (Details) | 12 Months Ended | 3 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2012 | Mar. 27, 2015 | |
Subsequent Event [Line Items] | |||
Options granted | 39,466 | ||
Restricted stocks granted in the period | 101,000 | ||
Restricted Stock [Member] | |||
Subsequent Event [Line Items] | |||
Restricted stocks granted in the period | 0 | ||
Subsequent Event [Member] | Employee Stock Option [Member] | |||
Subsequent Event [Line Items] | |||
Options granted | 670,000 | ||
Subsequent Event [Member] | Restricted Stock [Member] | |||
Subsequent Event [Line Items] | |||
Restricted stocks granted in the period | 375,000 |