Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2015 | 5-May-15 | |
Document And Entity Information [Abstract] | ||
Document type | 10-Q | |
Amendment Flag | FALSE | |
Document Period End Date | 31-Mar-15 | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q1 | |
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 Common Stock, Shares Outstanding | 18,046,064 |
Condensed_Balance_Sheets_unaud
Condensed Balance Sheets (unaudited) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Current Assets: | ||
Cash and cash equivalents | $3,216 | $7,503 |
Short-term marketable securities | 41,483 | 36,231 |
Trade accounts receivable, net of $0 allowance for doubtful accounts | 713 | 670 |
Inventories | 4,698 | 4,930 |
Prepaid expenses and other current assets | 1,920 | 2,115 |
Total current assets | 52,030 | 51,449 |
Long-term marketable securities | 5,209 | 13,366 |
Property and equipment, net | 11,585 | 12,186 |
Intangible assets, net | 25,219 | 26,156 |
Goodwill | 360 | 360 |
Other assets | 303 | 308 |
Total assets | 94,706 | 103,825 |
Current Liabilities: | ||
Accounts payable | 645 | 1,134 |
Short-term deferred payments | 1,003 | 695 |
Notes payable, current | 10,031 | 9,956 |
Accrued expenses and other current liabilities | 1,527 | 2,125 |
Total current liabilities | 13,206 | 13,910 |
Deferred payments | 10,380 | 10,457 |
Deferred tax liabilities | 49 | 49 |
Other long-term liabilities | 330 | 334 |
Total liabilities | 23,965 | 24,750 |
Commitments and Contingencies (See Note 11) | ||
Common stock, $0.001 par value: 500,000,000 shares of Common Stock authorized; 18,050,024 shares issued and 18,046,618 shares outstanding, respectively at March 31, 2015; 17,660,432 shares issued and 17,658,373 shares outstanding at December 31, 2014 | 18 | 18 |
Additional paid-in capital | 212,601 | 212,069 |
Treasury stock, at cost: 3,406 shares at March 31, 2015 and 2,059 shares at December 31, 2014 | -14 | -8 |
Accumulated deficit | -141,864 | -133,004 |
Total liabilities and stockholders’ equity | 70,741 | 79,075 |
Total liabilities and stockholders' deficit | $94,706 | $103,825 |
Condensed_Balance_Sheets_unaud1
Condensed Balance Sheets (unaudited) (Parenthetical) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $0 | $0 |
Common stock par value (in USD per share) | $0.00 | $0.00 |
Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 |
Common stock, shares issued (in shares) | 18,050,024 | 17,660,432 |
Common stock, shares outstanding (in shares) | 18,046,618 | 17,658,373 |
Treasury stock (in shares) | 3,406 | 2,059 |
Condensed_Statements_of_Operat
Condensed Statements of Operations and Comprehensive Loss (unaudited) (USD $) | 3 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Income Statement [Abstract] | ||
Revenue | $1,511 | $828 |
Operating expenses: | ||
Cost of revenue | 1,964 | 1,265 |
Research and development | 1,889 | 1,842 |
Selling, general and administrative | 5,113 | 5,048 |
Amortization of intangible assets | 937 | 42 |
Total operating expenses | 9,903 | 8,197 |
Loss from operations | -8,392 | -7,369 |
Other income (expense): | ||
Change in fair value of financial instruments | 0 | -603 |
Interest income (expense), net | -466 | -389 |
Loss before income taxes | -8,858 | -8,361 |
Income tax provision (benefit) | 2 | 6 |
Net loss and comprehensive loss | ($8,860) | ($8,367) |
Net Loss per Common Share: | ||
Basic and diluted (in USD per share) | ($0.51) | ($13.68) |
Weighted average common shares outstanding used in computing net loss per common share: | ||
Basic and diluted (in shares) | 17,221,041 | 611,419 |
Condensed_Statement_of_Convert
Condensed Statement of Convertible Preferred Stock and Stockholders' Equity (Deficit) (unaudited) (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] | Treasury Stock [Member] |
In Thousands, except Share data | Common Stock [Member] | Additional Paid-in Capital [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | ||||||||
Beginning Balance at Dec. 31, 2013 | ($81,344) | $127,797 | $8 | $19,422 | ($100,774) | $0 | ||||||
Beginning Balance (in shares) at Dec. 31, 2013 | 114,737,351 | 1,185,065 | ||||||||||
Series E convertible preferred stock issuance costs | 0 | -99 | ||||||||||
Stock-based compensation expense | 1,019 | 1,019 | ||||||||||
Issuance of common stock from initial public offering, net of underwriters’ discounts and issuance costs (in shares) | 5,000,000 | |||||||||||
Issuance of common stock from initial public offering, net of underwriters’ discounts and issuance costs | 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 upon exercise of option in amended license agreement (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 | |||||||||||
Exercise of options for Common Stock | 270 | 270 | ||||||||||
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 | ||||||||||
Stock-based compensation expense | 503 | 503 | ||||||||||
Issuance of restricted shares to employees, net of shares withheld for taxes (in shares) | 373,679 | |||||||||||
Issuance of restricted shares to employees, net of shares withheld for taxes | -6 | -6 | ||||||||||
Exercise of options for Common Stock (in shares) | 14,566 | |||||||||||
Exercise of options for Common Stock | 29 | 29 | ||||||||||
Net loss | -8,860 | -8,860 | ||||||||||
Ending Balance at Mar. 31, 2015 | $70,741 | $0 | $18 | $212,601 | ($141,864) | ($14) | ||||||
Ending Balance (in shares) at Mar. 31, 2015 | 0 | 18,046,618 |
Condensed_Statements_of_Cash_F
Condensed Statements of Cash Flows (unaudited) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Cash flows from operating activities | ||
Net loss | ($8,860) | ($8,367) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 1,539 | 661 |
Change in fair value of financial instruments | 0 | 836 |
Loss on disposal of property and equipment | 0 | 98 |
Provisions for inventory | 20 | 69 |
Share-based compensation expense | 503 | 261 |
Non-cash interest expense | 325 | 268 |
Changes in operating assets and liabilities: | ||
Accounts receivable | -25 | -298 |
Inventories | 211 | -369 |
Prepaid expenses and other assets | 196 | 174 |
Accounts payable and accrued expenses | -875 | -655 |
Deferred taxes | 0 | 3,135 |
Other liabilities | -4 | 6 |
Net cash used in operating activities | -6,970 | -4,181 |
Cash flows from investing activities | ||
Purchases of property and equipment, net of sales | -84 | 12 |
Purchase of marketable securities | -5,256 | 0 |
Proceeds from maturities of marketable securities | 8,000 | 0 |
Net cash provided by investing activities | 2,660 | 12 |
Cash flows from financing activities | ||
Net proceeds from issuance of convertible preferred stock and warrants | 0 | -15 |
Net proceeds from issuance of debt and warrants | 0 | 5,000 |
Proceeds from exercise of stock options | 29 | 0 |
Restricted shares withheld for taxes | -6 | 0 |
Proceeds from issuance of common stock, net of issuance costs | 0 | -845 |
Net cash provided by financing activities | 23 | 4,140 |
Net change in cash and cash equivalents | -4,287 | -29 |
Cash and cash equivalents, beginning of period | 7,503 | 32,728 |
Cash and cash equivalents, end of period | $3,216 | $32,699 |
Business_Overview
Business Overview | 3 Months Ended |
Mar. 31, 2015 | |
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, 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. | |
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 | 3 Months Ended |
Mar. 31, 2015 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
Basis of Presentation | |
The accompanying unaudited condensed financial statements of Roka Bioscience, Inc. have been prepared by the Company in accordance with United States generally accepted accounting principles (“U.S. GAAP”) for interim financial reporting, which do not conform in all respects to the requirements of U.S. GAAP for annual financial statements. Accordingly, these condensed notes to the unaudited financial statements should be read in conjunction with the 2014 audited financial statements and notes thereto prepared in accordance with U.S. GAAP. The unaudited financial statements have been prepared using accounting policies that are consistent with the policies used in preparing the Company’s audited financial statements for the year ended December 31, 2014. The condensed Balance Sheet as of December 31, 2014 was derived from the Company’s audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States. The unaudited financial statements reflect all normal and recurring adjustments necessary, if any, for a fair statement of the Company’s financial position and results of operations for the interim periods presented. The results of operations for the three months ended March 31, 2015 are not necessarily indicative of the results to be expected for the year ending December 31, 2015 or for any other future annual or interim period. As such, the information included in this quarterly report on Form 10-Q should be read in conjunction with the Company’s audited financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 filed with the SEC on March 27, 2015 (the “2014 Form 10-K”). There have been no changes in the significant accounting policies from those included in the 2014 Form 10-K. | |
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 April 2015, the FASB issued Accounting Standards Update (“ASU”) No. 2015-03, Interest - Imputation of Interest: Simplifying the Presentation of Debt Issuance Costs which is intended to simplify the accounting for and presentation of debt issuance costs. This ASU requires debt issuance costs to no longer be capitalized as an asset on the balance sheet and amortized as a deferred charge, and instead be treated as a direct deduction from the face amount of the note. This guidance is effective for annual reporting periods beginning after December 15, 2015, including interim periods within that reporting period, and early application is permitted. Upon application, the Company will be required to apply the guidance on a retrospective basis, wherein the balance sheet of each individual period presented will be adjusted to reflect the period-specific effects of applying the new guidance. This new guidance will not have a material impact on the Company's financial statements. | |
In August 2014, the FASB issued 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 on its financial statements. | |
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 ASU is effective for annual periods ending after December 15, 2016, and interim periods within annual periods beginning after December 15, 2016. On April 29 2015, the FASB issued an exposure draft of a proposed Accounting Standards Update that would delay by one year the effective date of its new revenue recognition standard and allow early adoption as of the original public entity effective date. Comments are due by 29 May 2015. The Company is currently in the process of evaluating the impact this new guidance will have on its financial statements. |
Cash_and_Cash_Equivalents
Cash and Cash Equivalents | 3 Months Ended |
Mar. 31, 2015 | |
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 March 31, 2015 was held in demand accounts with one financial institution, which potentially subjects the Company to significant concentrations of credit risk. |
Marketable_Securities
Marketable Securities | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Investments, Debt and Equity Securities [Abstract] | |||||||||
Marketable Securities | MARKETABLE SECURITIES | ||||||||
As of March 31, 2015 and 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 | ||||||
As of March 31, 2015 | |||||||||
Short-term marketable securities | |||||||||
Debt securities | 41,483 | 4 | (31 | ) | 41,456 | ||||
Long-term marketable securities | |||||||||
Debt securities | 5,209 | — | (7 | ) | 5,202 | ||||
As of December 31, 2014 | |||||||||
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. |
Inventories
Inventories | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Inventory Disclosure [Abstract] | ||||||||
Inventories | INVENTORIES | |||||||
The following table provides details of the Company’s net inventories (amounts in thousands): | ||||||||
As of March 31, | As of December 31, | |||||||
2015 | 2014 | |||||||
Raw materials | $ | 1,981 | $ | 1,914 | ||||
Work in process | 40 | 11 | ||||||
Finished goods | 2,677 | 3,005 | ||||||
$ | 4,698 | $ | 4,930 | |||||
Property_and_Equipment
Property and Equipment | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
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 March 31, | As of December 31, | ||||||||
2015 | 2014 | ||||||||
Atlas instruments | $ | 9,903 | $ | 10,079 | |||||
Manufacturing equipment | 2,767 | 2,753 | |||||||
Laboratory equipment | 3,013 | 2,953 | |||||||
Computer and office equipment | 1,468 | 1,469 | |||||||
Leasehold improvements | 1,403 | 1,380 | |||||||
Software | 1,141 | 1,142 | |||||||
Total property and equipment | $ | 19,695 | $ | 19,776 | |||||
Less: Accumulated depreciation | (8,110 | ) | (7,590 | ) | |||||
Total | $ | 11,585 | $ | 12,186 | |||||
Atlas instruments include instruments intended for placement with customers and instruments placed with customers under lease agreements. As of March 31, 2015 and December 31, 2014, the cost of Atlas instruments, which represents equipment on lease or held for lease, was $8.6 million and $8.9 million, respectively, net of accumulated depreciation of $1.3 million and $1.2 million, respectively. | |||||||||
Expenses for depreciation of property and equipment were incurred as follows (amounts in thousands): | |||||||||
For the Three Months Ended March 31, | |||||||||
2015 | 2014 | ||||||||
Depreciation expense | $ | 602 | $ | 619 | |||||
Estimated future lease payments to be received for Atlas instruments placed under instrument rental agreements, excluding reagent rental agreements, are $263,000, of which $203,000 will be billed in 2015 and the remaining $60,000 will be billed in 2016. |
Intangible_Assets
Intangible Assets | 3 Months Ended |
Mar. 31, 2015 | |
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 | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Payables and Accruals [Abstract] | ||||||||
Accrued Expenses | ACCRUED EXPENSES | |||||||
The following table provides details of the Company’s accrued expenses (amounts in thousands): | ||||||||
As of March 31, | As of December 31, | |||||||
2015 | 2014 | |||||||
Employee related | $ | 823 | $ | 1,116 | ||||
Professional services | 399 | 235 | ||||||
Other | 305 | 774 | ||||||
Total accrued expenses | $ | 1,527 | $ | 2,125 | ||||
Deferred_Payments
Deferred Payments | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
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 March 31, | As of December 31, | |||||||
2015 | 2014 | |||||||
Current | ||||||||
Deferred payments, gross | $ | 1,375 | $ | 1,079 | ||||
Imputed interest | (372 | ) | (384 | ) | ||||
Deferred payments, net | $ | 1,003 | $ | 695 | ||||
Long-term | ||||||||
Deferred payments, gross | $ | 3,374 | $ | 3,683 | ||||
Imputed interest | (376 | ) | (464 | ) | ||||
Deferred payments, net | $ | 2,998 | $ | 3,219 | ||||
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 through March 31, 2015, the estimated effective interest rate used ranges from 9.9% to 11.2%. | ||||||||
In the three months ended March 31, 2015 and 2014, the Company recorded approximately $99,000 and $113,000, 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 | 3 Months Ended |
Mar. 31, 2015 | |
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 March 31, 2015, and since inception, 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 accrues 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 were amortized to Interest expense over the term the funds were available to be borrowed by the Company. | |
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 March 31, 2015, approximately $4.0 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 $6.0 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 | 3 Months Ended |
Mar. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | COMMITMENTS AND CONTINGENCIES |
Operating Leases | |
The Company has not entered into any new operating leases or amended any operating leases during the three months ended March 31, 2015. | |
Commitments | |
During the three months ended March 31, 2015, there have been no significant changes to the Company’s commitments as disclosed in the Company’s most recent audited financial statements. | |
Contingent liabilities | |
In addition to the commitments disclosed in the Company’s most recent audited financial statements, the amendment to the license agreement with Gen-Probe detailed in Note 9 provides for additional milestone payments of up to $6.0 million which will 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 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 appointed Stanley Yedlowski as lead plaintiff and The Rosen Law Firm as lead counsel on April 21, 2015. If lead plaintiff decides to file an amended complaint, he will do so by June 23, 2015, and defendants will then respond to the operative complaint. The parties had previously agreed, with the court’s consent, that defendants did not need to respond to the original complaint. | |
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 | 3 Months Ended | |||||||||||||
Mar. 31, 2015 | ||||||||||||||
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 and its marketable securities at March 31, 2015 and December 31, 2014 (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 March 31, 2015 | ||||||||||||||
Financial Assets: | ||||||||||||||
Money market deposit accounts | $ | 2,732 | $ | 2,732 | — | — | ||||||||
As of December 31, 2014 | ||||||||||||||
Financial Assets: | ||||||||||||||
Money market deposit accounts | $ | 5,741 | $ | 5,741 | — | — | ||||||||
Financial Assets Carried at Amortized Cost | ||||||||||||||
As of March 31, 2015 | ||||||||||||||
Short-term marketable securities | $ | 41,483 | $ | 12,058 | 29,398 | — | ||||||||
Long-term marketable securities | $ | 5,209 | $ | — | 5,202 | — | ||||||||
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 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. There have been no transfers between levels during the reporting period. | ||||||||||||||
There were no convertible preferred stock warrants outstanding during the three months ended March 31, 2015. Per ASC 820, Fair Value Measurements and Disclosures, (“ASC 820”) the Convertible Preferred Stock Warrants which were outstanding during the three months ended March 31, 2014 were revalued to their fair value, using the Black-Scholes option-pricing model, at March 31, 2014 and the change in fair value is reflected in the Statement of Operations and Comprehensive Loss. The table below provides a summary of the changes in the Convertible preferred stock warrant liability during the three months ended March 31, 2014 (amounts in thousands): | ||||||||||||||
For the Three Months Ended March 31, 2014 | ||||||||||||||
Balance at beginning of period | $ | 212 | ||||||||||||
Increase in Series E warrant shares | 135 | |||||||||||||
Change in fair value of warrants(1) | 836 | |||||||||||||
Balance at end of period | $ | 1,183 | ||||||||||||
-1 | Amount includes $666,000 of prior period fair value adjustments. |
Convertible_Preferred_Stock_an
Convertible Preferred Stock and Stockholders' Equity (Deficit) | 3 Months Ended |
Mar. 31, 2015 | |
Equity [Abstract] | |
Convertible Preferred Stock and Stockholders' Equity (Deficit) | CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT) |
Registration rights | |
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. The holders of these shares have demand, short-form and piggyback registration rights under the terms of an investor rights agreement between such holders and the Company. Upon request of holders of at least 51% of the registerable securities, the Company is required to file a registration statement under the Securities Act covering the registration of such shares, subject to terms and conditions set forth in the agreement. | |
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 are designated as common stock with a par value of $0.001 per share and 20,000,000 shares are designated as "blank check" preferred stock with a par value of $0.001 per share. |
StockBased_Compensation
Stock-Based Compensation | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
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 made 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. | ||||||||
The Company recognized stock compensation expense as follows (amounts in thousands): | ||||||||
For the Three Months Ended | ||||||||
March 31, | ||||||||
2015 | 2014 | |||||||
Stock options | $ | 172 | $ | 68 | ||||
Restricted stock | $ | 331 | $ | 193 | ||||
Under the 2014 Plan, the Company granted approximately 671,000 stock options and approximately 375,000 shares of restricted stock during the three months ended March 31, 2015, valued at approximately $2.2 million and $1.6 million, respectively. Under the 2009 Plan, the Company granted approximately 4,000 stock options valued at approximately $18,000 and no shares of restricted stock during the three months ended March 31, 2014. | ||||||||
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 Three Months Ended March 31, | ||||||||
2015 | 2014 | |||||||
Expected life in years | 6.3 | 5.9-6.0 | ||||||
Interest rate | 1.49%-1.80% | 2.01%-2.04% | ||||||
Volatility | 90% | 60% | ||||||
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. |
Warrants
Warrants | 3 Months Ended |
Mar. 31, 2015 | |
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 were capitalized in Other assets on the Balance Sheet as part of debt issuance costs and were 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 March 31, 2015, 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 three months ended March 31, 2014. |
Net_Loss_Per_Share
Net Loss Per Share | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
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 Three Months Ended March 31, | |||||||||
2015 | 2014 | ||||||||
Net loss applicable to common shareholders (thousands) | $ | (8,860 | ) | $ | (8,367 | ) | |||
Basic and diluted weighted average common shares outstanding | 17,221,041 | 611,419 | |||||||
Basic and diluted loss per share | $ | (0.51 | ) | $ | (13.68 | ) | |||
As the Company incurred a loss for the three months ended March 31, 2015 and 2014, 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 Three Months Ended March 31, | |||||||||
2015 | 2014 | ||||||||
Basic weighted average shares outstanding | 17,221,041 | 611,419 | |||||||
Dilutive effect of unvested restricted stock | 215,581 | 213,257 | |||||||
Basic weighted average shares outstanding had the Company not incurred a loss | 17,436,622 | 824,676 | |||||||
Dilutive effect of Convertible Preferred Stock | — | 10,494,557 | |||||||
Dilutive effect of stock options | 125,915 | 369,745 | |||||||
Diluted weighted average shares outstanding had the Company not incurred a loss | 17,562,537 | 11,688,978 | |||||||
Segment_Information
Segment Information | 3 Months Ended |
Mar. 31, 2015 | |
Segment Reporting [Abstract] | |
Segment Information | SEGMENT INFORMATION |
The Company operates in a single reportable segment. During the three months ended March 31, 2015, the Company had four customers which each generated more than 10% of the Company’s revenues. These four customers accounted for revenues of approximately $334,000, $291,000, $256,000 and $210,000, respectively. During the three months ended March 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 $215,000, $177,000, $175,000 and $115,000, respectively. |
Subsequent_Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | SUBSEQUENT EVENTS |
The Company has evaluated subsequent events through the date of this filing and notes no events requiring disclosure. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2015 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation |
The accompanying unaudited condensed financial statements of Roka Bioscience, Inc. have been prepared by the Company in accordance with United States generally accepted accounting principles (“U.S. GAAP”) for interim financial reporting, which do not conform in all respects to the requirements of U.S. GAAP for annual financial statements. Accordingly, these condensed notes to the unaudited financial statements should be read in conjunction with the 2014 audited financial statements and notes thereto prepared in accordance with U.S. GAAP. The unaudited financial statements have been prepared using accounting policies that are consistent with the policies used in preparing the Company’s audited financial statements for the year ended December 31, 2014. The condensed Balance Sheet as of December 31, 2014 was derived from the Company’s audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States. The unaudited financial statements reflect all normal and recurring adjustments necessary, if any, for a fair statement of the Company’s financial position and results of operations for the interim periods presented. The results of operations for the three months ended March 31, 2015 are not necessarily indicative of the results to be expected for the year ending December 31, 2015 or for any other future annual or interim period. As such, the information included in this quarterly report on Form 10-Q should be read in conjunction with the Company’s audited financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 filed with the SEC on March 27, 2015 (the “2014 Form 10-K”). There have been no changes in the significant accounting policies from those included in the 2014 Form 10-K. | |
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 April 2015, the FASB issued Accounting Standards Update (“ASU”) No. 2015-03, Interest - Imputation of Interest: Simplifying the Presentation of Debt Issuance Costs which is intended to simplify the accounting for and presentation of debt issuance costs. This ASU requires debt issuance costs to no longer be capitalized as an asset on the balance sheet and amortized as a deferred charge, and instead be treated as a direct deduction from the face amount of the note. This guidance is effective for annual reporting periods beginning after December 15, 2015, including interim periods within that reporting period, and early application is permitted. Upon application, the Company will be required to apply the guidance on a retrospective basis, wherein the balance sheet of each individual period presented will be adjusted to reflect the period-specific effects of applying the new guidance. This new guidance will not have a material impact on the Company's financial statements. | |
In August 2014, the FASB issued 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 on its financial statements. | |
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 ASU is effective for annual periods ending after December 15, 2016, and interim periods within annual periods beginning after December 15, 2016. On April 29 2015, the FASB issued an exposure draft of a proposed Accounting Standards Update that would delay by one year the effective date of its new revenue recognition standard and allow early adoption as of the original public entity effective date. Comments are due by 29 May 2015. The Company is currently in the process of evaluating the impact this new guidance will have on its financial statements. |
Marketable_Securities_Tables
Marketable Securities (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Investments, Debt and Equity Securities [Abstract] | |||||||||
Summary of the Fair Value of Held-to-Maturity Marketable Securities | As of March 31, 2015 and 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 | ||||||
As of March 31, 2015 | |||||||||
Short-term marketable securities | |||||||||
Debt securities | 41,483 | 4 | (31 | ) | 41,456 | ||||
Long-term marketable securities | |||||||||
Debt securities | 5,209 | — | (7 | ) | 5,202 | ||||
As of December 31, 2014 | |||||||||
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) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Inventory Disclosure [Abstract] | ||||||||
Summary of Net Inventories | The following table provides details of the Company’s net inventories (amounts in thousands): | |||||||
As of March 31, | As of December 31, | |||||||
2015 | 2014 | |||||||
Raw materials | $ | 1,981 | $ | 1,914 | ||||
Work in process | 40 | 11 | ||||||
Finished goods | 2,677 | 3,005 | ||||||
$ | 4,698 | $ | 4,930 | |||||
Property_and_Equipment_Tables
Property and Equipment (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
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 March 31, | As of December 31, | ||||||||
2015 | 2014 | ||||||||
Atlas instruments | $ | 9,903 | $ | 10,079 | |||||
Manufacturing equipment | 2,767 | 2,753 | |||||||
Laboratory equipment | 3,013 | 2,953 | |||||||
Computer and office equipment | 1,468 | 1,469 | |||||||
Leasehold improvements | 1,403 | 1,380 | |||||||
Software | 1,141 | 1,142 | |||||||
Total property and equipment | $ | 19,695 | $ | 19,776 | |||||
Less: Accumulated depreciation | (8,110 | ) | (7,590 | ) | |||||
Total | $ | 11,585 | $ | 12,186 | |||||
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 Three Months Ended March 31, | |||||||||
2015 | 2014 | ||||||||
Depreciation expense | $ | 602 | $ | 619 | |||||
Accrued_Expenses_Tables
Accrued Expenses (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Payables and Accruals [Abstract] | ||||||||
Summary of Accrued Expenses | The following table provides details of the Company’s accrued expenses (amounts in thousands): | |||||||
As of March 31, | As of December 31, | |||||||
2015 | 2014 | |||||||
Employee related | $ | 823 | $ | 1,116 | ||||
Professional services | 399 | 235 | ||||||
Other | 305 | 774 | ||||||
Total accrued expenses | $ | 1,527 | $ | 2,125 | ||||
Deferred_Payments_Tables
Deferred Payments (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
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 March 31, | As of December 31, | |||||||
2015 | 2014 | |||||||
Current | ||||||||
Deferred payments, gross | $ | 1,375 | $ | 1,079 | ||||
Imputed interest | (372 | ) | (384 | ) | ||||
Deferred payments, net | $ | 1,003 | $ | 695 | ||||
Long-term | ||||||||
Deferred payments, gross | $ | 3,374 | $ | 3,683 | ||||
Imputed interest | (376 | ) | (464 | ) | ||||
Deferred payments, net | $ | 2,998 | $ | 3,219 | ||||
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 3 Months Ended | |||||||||||||
Mar. 31, 2015 | ||||||||||||||
Fair Value Disclosures [Abstract] | ||||||||||||||
Summary of Fair Value Information for Cash Held in Money Market Deposit Accounts and Marketable Securities | The following table summarizes the fair value information for the Company’s cash held in money market deposit accounts and its marketable securities at March 31, 2015 and December 31, 2014 (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 March 31, 2015 | ||||||||||||||
Financial Assets: | ||||||||||||||
Money market deposit accounts | $ | 2,732 | $ | 2,732 | — | — | ||||||||
As of December 31, 2014 | ||||||||||||||
Financial Assets: | ||||||||||||||
Money market deposit accounts | $ | 5,741 | $ | 5,741 | — | — | ||||||||
Financial Assets Carried at Amortized Cost | ||||||||||||||
As of March 31, 2015 | ||||||||||||||
Short-term marketable securities | $ | 41,483 | $ | 12,058 | 29,398 | — | ||||||||
Long-term marketable securities | $ | 5,209 | $ | — | 5,202 | — | ||||||||
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 three months ended March 31, 2014 (amounts in thousands): | |||||||||||||
For the Three Months Ended March 31, 2014 | ||||||||||||||
Balance at beginning of period | $ | 212 | ||||||||||||
Increase in Series E warrant shares | 135 | |||||||||||||
Change in fair value of warrants(1) | 836 | |||||||||||||
Balance at end of period | $ | 1,183 | ||||||||||||
-1 | Amount includes $666,000 of prior period fair value adjustments. |
StockBased_Compensation_Tables
Stock-Based Compensation (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||||||
Schedule of Stock Compensation Expense | The Company recognized stock compensation expense as follows (amounts in thousands): | |||||||
For the Three Months Ended | ||||||||
March 31, | ||||||||
2015 | 2014 | |||||||
Stock options | $ | 172 | $ | 68 | ||||
Restricted stock | $ | 331 | $ | 193 | ||||
Summary of Range of Assumptions Utilized for Stock Options Granted | The following ranges of assumptions were utilized for stock options granted during the periods indicated: | |||||||
For the Three Months Ended March 31, | ||||||||
2015 | 2014 | |||||||
Expected life in years | 6.3 | 5.9-6.0 | ||||||
Interest rate | 1.49%-1.80% | 2.01%-2.04% | ||||||
Volatility | 90% | 60% | ||||||
Dividend yield | — | — |
Net_Loss_Per_Share_Tables
Net Loss Per Share (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
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 Three Months Ended March 31, | |||||||||
2015 | 2014 | ||||||||
Net loss applicable to common shareholders (thousands) | $ | (8,860 | ) | $ | (8,367 | ) | |||
Basic and diluted weighted average common shares outstanding | 17,221,041 | 611,419 | |||||||
Basic and diluted loss per share | $ | (0.51 | ) | $ | (13.68 | ) | |||
Schedule of 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 Three Months Ended March 31, | |||||||||
2015 | 2014 | ||||||||
Basic weighted average shares outstanding | 17,221,041 | 611,419 | |||||||
Dilutive effect of unvested restricted stock | 215,581 | 213,257 | |||||||
Basic weighted average shares outstanding had the Company not incurred a loss | 17,436,622 | 824,676 | |||||||
Dilutive effect of Convertible Preferred Stock | — | 10,494,557 | |||||||
Dilutive effect of stock options | 125,915 | 369,745 | |||||||
Diluted weighted average shares outstanding had the Company not incurred a loss | 17,562,537 | 11,688,978 | |||||||
Business_Overview_Narrative_De
Business Overview - Narrative (Details) (USD $) | 3 Months Ended | 0 Months Ended | 12 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Jul. 22, 2014 | Dec. 31, 2014 |
Subsidiary, Sale of Stock [Line Items] | ||||
Proceeds from issuance of common stock, net of issuance costs | $0 | ($845) | ||
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) | 1 Months Ended |
Jul. 31, 2014 | |
Convertible Preferred Stock [Member] | |
Summary Of Significant Accounting Policies [Line Items] | |
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] | |
Summary Of Significant Accounting Policies [Line Items] | |
Reverse stock split, conversion ratio | 0.0906 |
Series D Convertible Preferred Stock [Member] | |
Summary Of Significant Accounting Policies [Line Items] | |
Reverse stock split, conversion ratio | 0.0937 |
Cash_and_Cash_Equivalents_Narr
Cash and Cash Equivalents - Narrative (Details) (Cash and Cash Equivalents [Member], Credit Concentration Risk [Member]) | Mar. 31, 2015 |
financial_institution | |
Cash and Cash Equivalents [Member] | Credit Concentration Risk [Member] | |
Concentration Risk [Line Items] | |
Number of financial institutions | 1 |
Marketable_Securities_Summary_
Marketable Securities - Summary of the Fair Value of Held-to-Maturity Marketable Securities (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Short-term marketable securities [Member] | ||
Schedule of Held-to-maturity Securities [Line Items] | ||
Debt securities, Short-term, Amortized Cost | $41,483 | $36,231 |
Gross Unrealized Holding Gains | 4 | 2 |
Gross Unrealized Holding Losses | -31 | -36 |
Debt securities, Short-term, Aggregate Fair Value | 41,456 | 36,197 |
Long-term marketable securities [Member] | ||
Schedule of Held-to-maturity Securities [Line Items] | ||
Debt securities, Long-term, Amortized Cost | 5,209 | 13,366 |
Gross Unrealized Holding Gains | 0 | 4 |
Gross Unrealized Holding Losses | -7 | -32 |
Debt securities, Long-term, Aggregate Fair Value | $5,202 | $13,338 |
Inventories_Summary_of_Net_Inv
Inventories - Summary of Net Inventories (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Inventory Disclosure [Abstract] | ||
Raw materials | $1,981 | $1,914 |
Work in process | 40 | 11 |
Finished goods | 2,677 | 3,005 |
Inventory, net | $4,698 | $4,930 |
Property_and_Equipment_Schedul
Property and Equipment - Schedule of Property and Equipment (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, Gross | $19,695 | $19,776 |
Less: Accumulated depreciation | -8,110 | -7,590 |
Property and Equipment, Net | 11,585 | 12,186 |
Atlas Instrument [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, Gross | 9,903 | 10,079 |
Manufacturing Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, Gross | 2,767 | 2,753 |
Laboratory Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, Gross | 3,013 | 2,953 |
Computers and Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, Gross | 1,468 | 1,469 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, Gross | 1,403 | 1,380 |
Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, Gross | $1,141 | $1,142 |
Property_and_Equipment_Narrati
Property and Equipment - Narrative (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Property, Plant and Equipment [Line Items] | ||
Cost of equipment on lease or held for lease, net of accumulated depreciation | $11,585 | $12,186 |
Accumulated depreciation | 8,110 | 7,590 |
Future minimum lease receivable | 263 | |
Lease receivable in 2015 | 203 | |
Lease receivable in 2016 | 60 | |
Atlas Instrument [Member] | Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost of equipment on lease or held for lease, net of accumulated depreciation | 8,600 | 8,900 |
Accumulated depreciation | $1,300 | $1,200 |
Property_and_Equipment_Schedul1
Property and Equipment - Schedule of Expenses for Depreciation of Property and Equipment (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $602 | $619 |
Intangible_Assets_Narrative_De
Intangible Assets - Narrative (Details) (USD $) | 1 Months Ended | 12 Months Ended | 1 Months Ended | 0 Months Ended | |
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] | |||||
Intangible technology asset | $26,600,000 | ||||
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 | 2,500,000 | ||||
Share price (in USD per share) | $10.51 | ||||
Cash payment for royalties | 8,000,000 | ||||
Gen Probe [Member] | Scenario, Forecast [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Cash payment for royalties | $5,000,000 | $5,000,000 |
Accrued_Expenses_Summary_of_Ac
Accrued Expenses - Summary of Accrued Expenses (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Payables and Accruals [Abstract] | ||
Employee related | $823 | $1,116 |
Professional services | 399 | 235 |
Other | 305 | 774 |
Total accrued expenses | $1,527 | $2,125 |
Deferred_Payments_Narrative_De
Deferred Payments - Narrative (Details) (USD $) | 3 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | 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 | $99,000 | $113,000 | ||||
Minimum [Member] | ||||||
Other Liabilities [Line Items] | ||||||
Debt instrument effective percentage | 9.90% | |||||
Maximum [Member] | ||||||
Other Liabilities [Line Items] | ||||||
Debt instrument effective percentage | 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 $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Current | ||
Deferred payments, gross | $1,375 | $1,079 |
Imputed interest | -372 | -384 |
Deferred payments, net | 1,003 | 695 |
Long-term | ||
Deferred payments, gross | 3,374 | 3,683 |
Imputed interest | -376 | -464 |
Deferred payments, net | $2,998 | $3,219 |
Notes_Payable_Narrative_Detail
Notes Payable - Narrative (Details) (USD $) | 1 Months Ended | 10 Months Ended | 3 Months Ended | ||
Nov. 30, 2013 | Sep. 30, 2014 | Mar. 31, 2015 | Jul. 22, 2014 | Mar. 31, 2014 | |
tranche | |||||
agreement | |||||
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 | 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 | 4,000,000 | ||||
Comerica and TriplePoint [Member] | Debt Instrument, Subjective Change Clause [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Current notes payable | 6,000,000 |
Commitments_and_Contingencies_
Commitments and Contingencies - Narrative (Details) (USD $) | 0 Months Ended | 3 Months Ended |
Feb. 23, 2015 | Mar. 31, 2015 | |
Applicant | ||
Commitment And Contingencies [Line Items] | ||
Number of applicants to be appointed as lead plaintiff | 2 | |
Gen Probe [Member] | ||
Commitment And Contingencies [Line Items] | ||
Additional milestone payments | $6,000,000 |
Fair_Value_Measurements_Summar
Fair Value Measurements - Summary of Fair Value Information for Cash Held in Money Market Deposit Accounts and Marketable Securities (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Financial Liabilities: | ||
Short-term marketable securities | $41,483 | $36,231 |
Long-term marketable securities | 5,209 | 13,366 |
Money Market Deposit Accounts [Member] | ||
Financial Assets: | ||
Money market deposit accounts | 2,732 | 5,741 |
Quoted Prices in Active Markets (Level 1) [Member] | Money Market Deposit Accounts [Member] | ||
Financial Assets: | ||
Money market deposit accounts | 2,732 | 5,741 |
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] | Money Market Deposit Accounts [Member] | ||
Financial Assets: | ||
Money market deposit accounts | 0 | 0 |
Debt Securities [Member] | ||
Financial Liabilities: | ||
Short-term marketable securities | 41,483 | 36,231 |
Long-term marketable securities | 5,209 | 13,366 |
Debt Securities [Member] | Quoted Prices in Active Markets (Level 1) [Member] | ||
Financial Liabilities: | ||
Short-term marketable securities | 12,058 | 10,081 |
Long-term marketable securities | 0 | 2,001 |
Debt Securities [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||
Financial Liabilities: | ||
Short-term marketable securities | 29,398 | 26,116 |
Long-term marketable securities | 5,202 | 11,337 |
Debt Securities [Member] | Significant Unobservable Inputs (Level 3) [Member] | ||
Financial Liabilities: | ||
Short-term marketable securities | 0 | 0 |
Long-term marketable securities | $0 | $0 |
Fair_Value_Measurements_Narrat
Fair Value Measurements - Narrative (Details) | Mar. 31, 2015 |
Class of Warrant or Right [Line Items] | |
Convertible preferred stock warrants outstanding (in shares) | 270,813 |
Convertible Preferred Stock Warrants [Member] | |
Class of Warrant or Right [Line Items] | |
Convertible preferred stock warrants outstanding (in shares) | 0 |
Fair_Value_Measurements_Summar1
Fair Value Measurements - Summary of the Changes in the Convertible Preferred Stock Warrant Liability (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance at beginning of period | $212 | |
Change in fair value of warrants | 836 | [1] |
Balance at end of period | 1,183 | |
Prior Period Adjustment [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Prior period fair value adjustment | 666 | |
Series E Warrants [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Increase in Series E warrant shares | $135 | |
[1] | Amount includes $666,000 of prior period fair value adjustments. |
Convertible_Preferred_Stock_an1
Convertible Preferred Stock and Stockholders' Equity (Deficit) - Narrative (Details) (USD $) | 3 Months Ended | 1 Months Ended | 12 Months Ended | |
Mar. 31, 2015 | Jul. 31, 2014 | Dec. 31, 2014 | Jul. 22, 2014 | |
Temporary Equity [Line Items] | ||||
Percentage of registrable securities | 51.00% | |||
Total stock, shares authorized (in shares) | 520,000,000 | |||
Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 | 500,000,000 | |
Common stock, par or stated value per share (in USD per share) | $0.00 | 0.001 | $0.00 | |
Preferred stock, shares authorized (in shares) | 20,000,000 | |||
Preferred stock, par or stated value per share (in USD per share) | $0.00 | |||
Common Stock [Member] | ||||
Temporary Equity [Line Items] | ||||
Conversion of convertible preferred stock into Common Stock (in shares) | 10,494,557 | 10,494,557 |
StockBased_Compensation_Narrat
Stock-Based Compensation - Narrative (Details) (USD $) | 3 Months Ended | |||
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Jun. 13, 2013 | Jul. 22, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Maximum contractual term of restricted stock granted | 10 years | |||
Contractual term of restricted stock vested | 4 years | |||
Dividend yield | 0.00% | 0.00% | ||
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] | ||||
Period between share increases | 10 years | |||
Percent of increase | 0.03 | |||
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 | |||
Employee Stock Option [Member] | 2009 Equity Incentive Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options granted (in shares) | 4,000 | |||
Stock options granted, value | 18 | |||
Employee Stock Option [Member] | 2014 Equity Incentive Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options granted (in shares) | 671,000 | |||
Stock options granted, value | 2,200 | |||
Restricted Stock [Member] | 2009 Equity Incentive Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Restricted stocks granted in the period (in shares) | 0 | |||
Restricted Stock [Member] | 2014 Equity Incentive Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Restricted stocks granted in the period (in shares) | 375,000 | |||
Stock options granted, value | 1,600 |
StockBased_Compensation_Schedu
Stock-Based Compensation - Schedule of Stock Compensation Expense (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Stock options | $172 | $68 |
Restricted stock | $331 | $193 |
StockBased_Compensation_Summar
Stock-Based Compensation - Summary of Range of Assumptions Utilized for Stock Options Granted (Details) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected life in years | ||
Volatility | 90.00% | 60.00% |
Dividend yield | 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 | |
Interest rate | 1.49% | 2.01% |
Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected life in years | 6 years | |
Interest rate | 1.80% | 2.04% |
Warrants_Narrative_Details
Warrants - Narrative (Details) (USD $) | 1 Months Ended | 0 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Nov. 30, 2013 | Jul. 22, 2014 | Mar. 31, 2015 | 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 | |||
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 | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 |
Earnings Per Share [Abstract] | |||
Net loss applicable to common shareholders (thousands) | ($8,860) | ($8,367) | ($32,230) |
Basic and diluted weighted average common shares outstanding (in shares) | 17,221,041 | 611,419 | |
Basic and diluted loss per share (in USD per share) | ($0.51) | ($13.68) |
Net_Loss_Per_Share_Schedule_of1
Net Loss Per Share - Schedule of Calculation of Weighted Average Shares Outstanding, Event of Not Incurring Loss (Details) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Earnings Per Share [Abstract] | ||
Basic weighted average shares outstanding (in shares) | 17,221,041 | 611,419 |
Dilutive effect of unvested restricted stock (in shares) | 215,581 | 213,257 |
Basic weighted average shares outstanding had the Company not incurred a loss (in shares) | 17,436,622 | 824,676 |
Dilutive effect of Convertible Preferred Stock (in shares) | 0 | 10,494,557 |
Dilutive effect of stock options (in shares) | 125,915 | 369,745 |
Diluted weighted average shares outstanding had the Company not incurred a loss (in shares) | 17,562,537 | 11,688,978 |
Segment_Information_Narrative_
Segment Information - Narrative (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Segment Reporting Information [Line Items] | ||
Number of reportable segments | 1 | |
Customer One [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues of major customer | $334,000 | $215,000 |
Customer Two [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues of major customer | 291,000 | 177,000 |
Customer Three [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues of major customer | 256,000 | 175,000 |
Customer Four [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues of major customer | $210,000 | $115,000 |
Revenue [Member] | ||
Segment Reporting Information [Line Items] | ||
Number of customers accounted for more than 10% of revenues | 4 | 4 |
Concentration risk percentage | 10.00% | 10.00% |