Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Mar. 15, 2017 | Jun. 30, 2016 | |
Document And Entity Information [Abstract] | |||
Document type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2016 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | ROKA | ||
Entity Registrant Name | ROKA BIOSCIENCE, INC. | ||
Entity Central Index Key | 1,472,343 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Current Reporting Status | Yes | ||
Entity Well Known Seasoned Issuer | No | ||
Entity Voluntary Filer | No | ||
Entity Common Stock, Shares Outstanding | 5,007,742 | ||
Entity Public Float | $ 4,353,996 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Current Assets: | ||
Cash and cash equivalents | $ 8,832 | $ 3,441 |
Short-term marketable securities | 16,001 | 28,809 |
Trade accounts receivable, net of $0 allowance for doubtful accounts | 930 | 649 |
Inventories | 3,739 | 3,939 |
Prepaid expenses and other current assets | 5,614 | 5,271 |
Total current assets | 35,116 | 42,109 |
Property and equipment, net | 7,805 | 9,822 |
Intangible assets, net | 18,651 | 22,408 |
Other assets | 264 | 264 |
Total assets | 61,836 | 74,603 |
Current Liabilities: | ||
Accounts payable | 1,325 | 675 |
Short-term deferred payments | 1,922 | 1,343 |
Notes payable, current | 5,973 | 9,851 |
Accrued expenses and other current liabilities | 5,847 | 6,767 |
Total current liabilities | 15,067 | 18,636 |
Deferred payments | 9,620 | 10,737 |
Other long-term liabilities | 267 | 317 |
Total liabilities | 24,954 | 29,690 |
Commitments and Contingencies | ||
Stockholders’ Equity: | ||
Common stock, $0.001 par value: 500,000,000 shares of Common Stock authorized; 17,914,926 shares issued and 17,863,259 shares outstanding, at December 31, 2015; 17,660,432 shares issued and 17,658,373 shares outstanding at December 31, 2014 | 5 | 18 |
Additional paid-in capital | 245,100 | 214,578 |
Treasury stock, at cost: 5,572 shares at December 31, 2016 and 5,167 shares at December 31, 2015 | (84) | (79) |
Accumulated deficit | (208,139) | (169,604) |
Total stockholders’ equity | 36,882 | 44,913 |
Total liabilities and stockholders’ equity | $ 61,836 | $ 74,603 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 0 | $ 0 |
Common stock par value (in USD per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 |
Common Stock, shares issued (in shares) | 5,008,290 | 1,791,492 |
Common Stock, shares outstanding (in shares) | 5,002,718 | 1,786,325 |
Treasury Stock (in shares) | 5,572 | 5,167 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Statement [Abstract] | |||
Revenue | $ 7,242 | $ 5,985 | $ 5,057 |
Operating expenses: | |||
Cost of revenue | 7,974 | 7,704 | 7,847 |
Research and development | 7,253 | 7,689 | 7,934 |
Selling, general and administrative | 17,739 | 21,778 | 19,101 |
Amortization of intangible assets | 3,758 | 3,748 | 1,767 |
Impairment of goodwill | 0 | 360 | 0 |
Total operating expenses | 36,724 | 41,279 | 36,649 |
Loss from operations | (29,482) | (35,294) | (31,592) |
Other income (expense): | |||
Change in fair value of financial instruments | 0 | 0 | (785) |
Interest income (expense), net | (1,550) | (2,006) | (1,805) |
Loss before income taxes | (31,032) | (37,300) | (34,182) |
Income tax provision (benefit) | (245) | (700) | (1,952) |
Net loss and comprehensive loss | (30,787) | (36,600) | (32,230) |
Deemed dividend applicable to beneficial conversion feature of Series A preferred stock | (7,748) | 0 | 0 |
Net loss applicable to common shareholders (thousands) | $ (38,535) | $ (36,600) | $ (32,230) |
Net Loss per Common Share: | |||
Basic and diluted (in USD per share) | $ (17.42) | $ (21.18) | $ (29.30) |
Weighted average common shares outstanding used in computing net loss per common share: | |||
Basic and diluted (in shares) | 2,211,740 | 1,728,321 | 1,100,158 |
Consolidated Statement of Conve
Consolidated Statement of Convertible Preferred Stock and Stockholders’ Equity (Deficit) - USD ($) $ in Thousands | Total | Preferred Stock [Member] | Common Stock [Member] | Treasury Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | IPO [Member] | IPO [Member]Common Stock [Member] | IPO [Member]Additional Paid-in Capital [Member] | Royalty Reduction [Member] | Royalty Reduction [Member]Common Stock [Member] | Royalty Reduction [Member]Additional Paid-in Capital [Member] | Series E Convertible Preferred Stock [Member] | Series E Convertible Preferred Stock [Member]Preferred Stock [Member] |
Beginning Balance (in shares) at Dec. 31, 2013 | 114,737,351 | 118,507 | ||||||||||||
Beginning Balance at Dec. 31, 2013 | $ (81,344) | $ 127,797 | $ 8 | $ 0 | $ 19,422 | $ (100,774) | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Series E convertible preferred stock issuance costs | $ 0 | $ (99) | ||||||||||||
Issuance of restricted shares to employees, net of shares withheld for taxes (in shares) | 206 | |||||||||||||
Issuance of restricted shares to employees, net of shares withheld for taxes | (8) | (8) | ||||||||||||
Exercise of options for Common Stock (in shares) | 11,572 | |||||||||||||
Exercise of options for Common Stock | 270 | 270 | ||||||||||||
Issuance of stock (in shares) | 500,000 | |||||||||||||
Issuance of stock | $ 53,214 | $ 5 | $ 53,209 | |||||||||||
Stock-based compensation expense | 1,019 | 1,019 | ||||||||||||
Conversion of convertible preferred stock into Common Stock (in shares) | (114,737,351) | 1,049,456 | ||||||||||||
Conversion of convertible preferred stock into Common Stock | 127,698 | $ (127,698) | $ 4 | 127,694 | ||||||||||
Reclassification of warrants to purchase redeemable convertible preferred stock into warrants to purchase Common Stock | 1,364 | 1,364 | ||||||||||||
Issuance of common stock for royalty reduction (in shares) | 86,506 | |||||||||||||
Issuance of common stock upon exercise of option in amended license agreement | $ 9,092 | $ 1 | $ 9,091 | |||||||||||
Net loss | (32,230) | (32,230) | ||||||||||||
Ending Balance (in shares) at Dec. 31, 2014 | 0 | 1,765,835 | ||||||||||||
Ending Balance at Dec. 31, 2014 | 79,075 | $ 0 | $ 18 | (8) | 212,069 | (133,004) | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Forfeiture of unvested restricted shares (in shares) | (16,289) | |||||||||||||
Forfeiture of unvested restricted shares | 0 | |||||||||||||
Issuance of restricted shares to employees, net of shares withheld for taxes (in shares) | 32,543 | |||||||||||||
Issuance of restricted shares to employees, net of shares withheld for taxes | (71) | (71) | ||||||||||||
Issuance of Warrants for Common Stock | 100 | 100 | ||||||||||||
Exercise of options for Common Stock (in shares) | 4,236 | |||||||||||||
Exercise of options for Common Stock | 78 | 78 | ||||||||||||
Stock-based compensation expense | 2,331 | 2,331 | ||||||||||||
Reclassification of warrants to purchase redeemable convertible preferred stock into warrants to purchase Common Stock | 0 | |||||||||||||
Net loss | (36,600) | (36,600) | ||||||||||||
Ending Balance (in shares) at Dec. 31, 2015 | 0 | 1,786,325 | ||||||||||||
Ending Balance at Dec. 31, 2015 | 44,913 | $ 0 | $ 18 | (79) | 214,578 | (169,604) | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Issuance of restricted shares to employees, net of shares withheld for taxes (in shares) | 2,094 | |||||||||||||
Issuance of restricted shares to employees, net of shares withheld for taxes | (5) | (5) | ||||||||||||
Issuance of Warrants for Common Stock | $ 8,880 | 8,880 | ||||||||||||
Exercise of options for Common Stock (in shares) | 0 | |||||||||||||
Issuance of stock (in shares) | 22,500 | |||||||||||||
Issuance of stock | $ 12,396 | $ 12,396 | ||||||||||||
Adjustment of preferred stock for beneficial conversion | 0 | (7,748) | 7,748 | |||||||||||
Stock-based compensation expense | 1,485 | 1,485 | ||||||||||||
Deemed dividend | 0 | $ 7,748 | (7,748) | |||||||||||
Conversion of convertible preferred stock into Common Stock (in shares) | (22,500) | 3,214,299 | ||||||||||||
Conversion of convertible preferred stock into Common Stock | 0 | $ (12,396) | $ (13) | 12,409 | ||||||||||
Reclassification of warrants to purchase redeemable convertible preferred stock into warrants to purchase Common Stock | 0 | |||||||||||||
Net loss | (30,787) | (30,787) | ||||||||||||
Ending Balance (in shares) at Dec. 31, 2016 | 0 | 5,002,718 | ||||||||||||
Ending Balance at Dec. 31, 2016 | $ 36,882 | $ 0 | $ 5 | $ (84) | $ 245,100 | $ (208,139) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Cash flows from operating activities | |||
Net loss | $ (30,787) | $ (36,600) | $ (32,230) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 5,833 | 6,223 | 4,248 |
Impairment of goodwill | 0 | 360 | 0 |
Change in fair value of financial instruments | 0 | 0 | 785 |
Loss on disposal of property and equipment | 0 | 0 | 98 |
Provisions for inventory | 1,041 | 441 | 1,715 |
Share-based compensation expense | 1,485 | 2,331 | 1,019 |
Non-cash interest expense | 1,051 | 1,465 | 1,133 |
Changes in operating assets and liabilities: | |||
Accounts receivable | (207) | (122) | (220) |
Inventories | (638) | 690 | (2,766) |
Prepaid expenses and other assets | (168) | (2,543) | 28 |
Accounts payable and accrued expenses | (362) | 4,075 | (465) |
Deferred taxes | 0 | (49) | 3,145 |
Other liabilities | (50) | (17) | (5) |
Net cash used in operating activities | (22,802) | (23,746) | (23,515) |
Cash flows from investing activities | |||
Purchases of property and equipment | (277) | (171) | (258) |
Proceeds from sale of property and equipment | 60 | 71 | 60 |
Purchase of marketable securities | (19,027) | (16,863) | (52,759) |
Proceeds from maturities of marketable securities | 31,660 | 37,040 | 3,000 |
Payment pursuant to amended license agreement and option exercise | 0 | 0 | (10,500) |
Net cash provided by (used in) investing activities | 12,416 | 20,077 | (60,457) |
Cash flows from financing activities | |||
Gross proceeds from issuance of convertible preferred stock and warrants | 22,500 | 0 | (99) |
Payments for issuance costs of preferred stock and investor warrants | (1,224) | 0 | 0 |
Net proceeds from issuance of debt and warrants | 0 | 4,950 | 0 |
Principal repayments | (4,000) | (5,350) | 0 |
Deferred payments | (1,494) | 0 | 0 |
Net proceeds from warrant exercises | 0 | 0 | 5,000 |
Proceeds from exercise of stock options | 0 | 78 | 270 |
Restricted shares withheld for taxes | (5) | (71) | (8) |
Proceeds from issuance of common stock, net of issuance costs | 0 | 0 | 53,584 |
Net cash provided by (used in) financing activities | 15,777 | (393) | 58,747 |
Net change in cash and cash equivalents | 5,391 | (4,062) | (25,225) |
Cash and cash equivalents, beginning of period | 3,441 | 7,503 | 32,728 |
Cash and cash equivalents, end of period | 8,832 | 3,441 | 7,503 |
Supplementary disclosures of cash flow information | |||
Cash paid for interest | 553 | 647 | 688 |
Cash paid for income taxes | 0 | 0 | 0 |
Supplemental disclosures of non-cash investing and financing activities | |||
Conversion of convertible preferred stock into common stock | 12,396 | 0 | 127,698 |
Reclassification of warrants to purchase redeemable convertible preferred stock into warrants to purchase Common Stock | 0 | 0 | 1,364 |
Intangible acquisition through stock and deferred payment issuance | $ 0 | $ 0 | $ 16,079 |
BUSINESS OVERVIEW
BUSINESS OVERVIEW | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BUSINESS OVERVIEW | BUSINESS OVERVIEW Business Roka Bioscience, Inc. (“Roka” or “the Company”) is focused on the development and commercialization of molecular assay technologies for the detection of foodborne pathogens. The Company was established in September 2009 through the acquisition of industrial testing assets and technology from Gen-Probe Incorporated, which was subsequently acquired by Hologic, Inc. (herein referred to as “Gen-Probe”). The Company has limited capital resources and has experienced negative cash flows from operations and has incurred net losses since inception. The Company expects to continue to experience negative cash flows from operations and incur net losses in the near term as it devotes substantially all of its efforts on commercialization of its products and continued product development. The Company’s business is subject to significant risks and its ability to successfully develop, manufacture and commercialize proprietary products is dependent upon many factors which include, but are not limited to, risks and uncertainties associated with the supply of molecular diagnostic instruments (“Atlas instruments”) and materials, product development, manufacturing scale-up, attracting and retaining key personnel, customer acceptance as well as competition. The Company will 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 preferred and 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 agreement contains certain clauses which allow the lender 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 lender. Based on the conditions noted herein, there is substantial doubt that the Company will be able to continue as a going concern, as an inability to improve liquidity and cash resources could cause it to experience material adverse business consequences, including an inability to continue in existence. On September 21, 2016, the Company closed a private placement in which it sold 22,500 shares of Series A Preferred Stock and 3,214,299 warrants to purchase Common Stock ("the Offering"). The Company received $21.3 million of net proceeds from the Offering after deducting placement agent fee and offering expenses, see Note 15 for further details. On July 22, 2014, the Company closed an initial public offering ("IPO") in which it sold 5,000,000 shares of common stock at $12.00 per share, before underwriting discounts. The Company received $53.2 million of net proceeds from the offering after deducting underwriting discounts, commissions and offering expenses. In connection with the closing of the IPO, all shares of the Company’s Class A common stock (“Common A”) and Class B Common Stock (“Common B”) were converted into a new class of common stock ("Common Stock") on a 1:1 basis and all shares of Series B Convertible Preferred Stock (“Series B”), Series C Convertible Preferred Stock (“Series C”), Series D Convertible Preferred Stock (“Series D”) and Series E Convertible Preferred Stock (“Series E”), collectively referred to as “Convertible Preferred Stock”, were converted into Common Stock at their respective conversion ratios. Additionally, in conjunction with the completion of the IPO, the Company chose to exercise its royalty reduction option pursuant to the amended license agreement with Gen-Probe. See Note 7 for further details. Going Concern Based upon its current and projected cash flow, the Company notes there is substantial doubt about its ability to continue as a going concern within one year after the date that these financial statements are issued. The Company has plans to further reduce expenditures during 2017 and anticipates increases in revenue to further reduce the amount of negative cash flows that it is currently experiencing. Such reductions combined with projected future increases in income do not eliminate the substantial doubt about the Company’s ability to continue as a going concern. The Company will need to raise additional capital through the sale of equity and/or debt securities in the future. However, there is no assurance that the Company will be able to raise needed capital under acceptable terms, if at all. Concentration of Suppliers The Company relies on single source suppliers, including Gen-Probe, for certain components and materials used in its products, including its Atlas Detection Assays. Since the Company’s contracts with these suppliers, including Gen-Probe, do not commit the suppliers to carry inventory or to make available any minimum quantities, the Company may be unable to obtain adequate supplies in a timely manner or on commercially reasonable terms. If the Company loses such suppliers, or its suppliers encounter financial hardships, the Company may not be able to identify or enter into agreements with alternative suppliers on a timely basis on acceptable terms, if at all. Transitioning to a new supplier could be time consuming, may be expensive, may result in an interruption in the Company’s operations and could affect the performance specifications of the Company’s products. If the Company should encounter delays or difficulties in securing the quality and quantity of materials required for its products, the Company’s ability to manufacture its products would be interrupted which could adversely affect sales. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statements include the accounts of Roka Bioscience, Inc. and its wholly owned subsidiary. All intercompany balances and transactions have been eliminated in consolidation. These financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. Use of Estimates The Company is required to make estimates and assumptions that affect the reported amounts of assets, liabilities, expenses and disclosure of contingent assets and liabilities in its financial statements. Actual results could differ from those estimates. The most significant estimates relate to the Company’s inventory reserves, stock-based compensation expense, imputed interest from deferred instrument payments under a supply agreement with Gen-Probe, imputed interest from future payments due to Gen-Probe under the amended license agreement discussed in Note 10, and goodwill and intangible asset recoverability. Fair Value of Financial Instruments The carrying amounts reflected in the balance sheet for cash and cash equivalents , trade accounts receivable , accounts payable, short-term deferred payments and accrued expenses approximate fair value due to their short-term maturities. Deferred payments are initially recorded at fair value reflecting the estimated interest rate implicit in the extended payment terms per the related agreement. The Company’s derivative financial instruments are measured and recorded in the balance sheet at their fair value. Cash and Cash Equivalents Cash and cash equivalents include short-term highly liquid investments with original maturities to the Company of three months or less. Short-term and Long-term Marketable Securities The Company invests excess cash balances in marketable securities of highly rated financial institutions and investment-grade debt instruments. Investments are diversified and concentration of investments is limited for individual institutions, maturities and investment types. The Company’s marketable debt securities have been classified and accounted for as held-to-maturity. The Company determines the appropriate classification of its investments at the time of purchase and reevaluates the designations at each balance sheet date, and classifies its marketable debt securities as either short-term or long-term based on each instrument’s underlying contractual maturity date. Marketable debt securities with maturities of 12 months or less are classified as short-term and marketable debt securities with maturities greater than 12 months are classified as long-term, and recorded at their amortized cost. Trade Accounts Receivable The Company evaluates the creditworthiness of each customer on a regular basis. The Company uses judgments as to its ability to collect outstanding receivables and provides allowances for the portion of receivables if and when collection becomes doubtful, and it also assesses on an ongoing basis whether collectibility is reasonably assured at the time of sale. Changes to allowances and adjustments for declines in customers’ creditworthiness are recorded as bad debt expense as a component of selling, general and administrative expense. The Company has not experienced any material losses related to receivables from individual customers, or groups of customers. Property and Equipment Property and equipment are stated at cost less accumulated depreciation. The straight-line method of depreciation is used for all property and equipment. Repair and maintenance costs are expensed as incurred. Property and equipment are depreciated over the following estimated useful lives: • Atlas instruments placed — five years • Manufacturing equipment — five years • Laboratory equipment — four years • Computer and office equipment — three to five years • Leasehold improvements — the lesser of: the estimated useful life, the term of the respective lease, or ten years • Software — three years Impairment of Long-Lived Assets The Company’s long-lived assets are primarily comprised of intangible assets other than goodwill and property, plant and equipment. The Company evaluates its finite-lived intangible assets and property, plant and equipment, for impairment whenever events or changes in circumstances indicate the carrying value of an asset or group of assets is not recoverable. If these circumstances exist, recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset group to future undiscounted net cash flows expected to be generated by the asset group. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Inventories Inventories include raw materials and supplies used for manufacturing of assays and finished products held for sale. The Company’s inventories are stated at the lower of cost or market. Cost includes amounts related to materials, applicable labor and overhead, and is determined using the first-in first-out method. Reserves are recorded for excess and obsolete inventory and net realizable value, based on management’s review of inventories on hand as compared to estimated future demand, shelf-life and the likelihood of obsolescence. Abnormally low production and resulting underutilization costs are expensed as incurred. See Note 5. Intangible Assets The Company’s intangible asset relates to research and development projects that were acquired at the Company's inception, which upon successful completion of the IPR&D in January 2012, the Company initiated amortization of the asset over its estimated useful life of 10 years . In 2014, based upon the consideration paid under the Company's amended license agreement with Gen-Probe, the Company recorded an additional $26.6 million to the Company's intangible technology, which amount will be amortized through December 31, 2021, the end of the estimated remaining life of the technology asset. See Note 7 for further details. The Company reviews the technology asset for impairment on an annual basis. If events or changes in circumstances indicate that the carrying amount may not be recoverable, the Company performs a review of the technology asset for impairment at that point in time. An impairment loss is recognized if the sum of estimated future undiscounted cash flows generated from use of the technology asset is less than its carrying value. The Company recorded amortization expense of $3.7 million in the year ended December 31, 2016 , and expects to record amortization expense of approximately $3.7 million in each of the 5 years following. Goodwill Goodwill represents the excess of purchase price over net assets acquired from Gen-Probe. Goodwill is not amortized; rather, it is subject to a periodic evaluation for impairment by applying a fair-value-based test. During the Company’s annual impairment evaluation conducted in the fourth quarter of 2015, the Company concluded that its goodwill balance was impaired, and as a result recorded an impairment charge. See Note 8 for further details. Research and Development Expenses Research and development expenses are comprised of costs incurred in performing research and development activities including manufacturing development and scale-up costs and product development and are principally comprised of salaries and benefits, outside contractor costs and professional fees, research license fees, depreciation and amortization of laboratory equipment, facilities, and lab supplies. These costs are expensed as incurred. Revenue Recognition The Company generates revenue from the sale of Atlas Detection Assays and consumable supplies for use with its Atlas instruments, as well as limited revenue from instrument rentals and service and maintenance contracts. The Company generally provides Atlas instruments free of charge under reagent rental agreements and retains title to the instruments which remain capitalized on the Company’s balance sheet under property and equipment. The Company recovers the cost of providing the Atlas instruments in the amount it charges for its Atlas Detection Assays. The reagent rental agreements are typically for one -year periods and there are no minimum purchase obligations. Revenue is recognized over the term of the reagent rental agreement as Atlas Detection Assays and other supplies are shipped. Shipping and handling costs incurred by the Company are included in its billings to customers. The Company recognizes revenue net of discounts and sales related taxes where applicable. The Company recognizes product revenue upon shipment provided there is persuasive evidence of an arrangement, there are no uncertainties regarding acceptance, the sales price is fixed or determinable and collection of the resulting receivable is reasonably assured. There is no customer right of return in the Company’s sales agreements. Revenues for leases and service and maintenance contracts are recognized ratably over the term of the contract. Revenues for the sale of Atlas instruments are recognized upon shipment provided that there is persuasive evidence of an arrangement, there are no uncertainties regarding acceptance, the sales price is fixed or determinable and collection of the resulting receivable is reasonably assured. Cost of Revenue The Company manufactures products for commercial sale as well as for internal use or evaluation. Cost of revenue primarily consists of the cost of materials, direct labor and manufacturing overhead costs associated with the production and distribution of Atlas Detection Assays and consumable supplies for the Atlas instruments. Cost of revenue also includes depreciation on Atlas instruments installed with customers, expenses related to service and maintenance of instruments, as well as product royalties paid to Gen-Probe. The Company classifies costs for commercially sold products to Cost of revenue and costs for internal use or evaluations to Research and development or Selling, general and administrative costs. Share-based Compensation The Company grants stock options and restricted shares to employees, independent directors and consultants of the Company. The Company recognizes share-based compensation expense, based on the fair value of stock awards, on a straight-line basis over the requisite service period of the individual grants, which typically is equal to the vesting period. See Note 16. Liability Classified Convertible Preferred Stock The Company had multiple classes of liability classified convertible preferred stock outstanding prior to its IPO. All shares of liability classified convertible preferred stock were converted into shares of Common Stock upon completion of its IPO. See Note 15. Warrants for Liability Classified Convertible Preferred Stock Prior to the IPO, the Company had issued warrants to purchase shares of various classes of preferred stock. Upon completion of the IPO, all such warrants converted to warrants to purchase shares of Common Stock. See Note 17. Income Taxes The Company applies the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial statement carrying amounts and tax basis of assets and liabilities using enacted tax rates in effect for years in which the temporary differences are expected to reverse. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. The Company recognizes the benefit of an uncertain tax position that it has taken or expects to take on income tax returns it files if such tax position is more likely than not to be sustained. See Note 14. 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. Reverse Stock Split In June 2016, the Company's shareholders approved an amendment to the Company's certificate of incorporation and grant of discretionary authority to the Board of Directors to effect a reverse stock split. On October 11, 2016, the Company's Board of Directors effected a 10:1 reverse stock split of the Company's Common Stock. In addition, effective on the date of the reverse stock split, the conversion price of the Company's Preferred Stock sold in the Offering detailed in Note 1 was adjusted proportionately, and consequently each share of such Preferred Stock became convertible into approximately 143 shares of Common Stock. The Company’s historical share and per share information have been retroactively adjusted to reflect this reverse split and corresponding change in conversion ratio. New Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standard setting bodies and adopted by the Company as of the specified effective date. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments. This standard clarifies the treatment of specific cash flow issues in order to reduce existing diversity in practice. The standard is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is permitted. The Company does not believe this new guidance will have a material impact on its financial statements. In February 2016, the FASB issued ASU 2016-02, creating Topic 842, Leases which supersedes the guidance in former ASC 840, Leases, to increase transparency and comparability among organizations by requiring recognition of lease assets and lease liabilities on the balance sheet and disclosure of key information about leasing arrangements. The standard will become effective for interim and annual periods beginning after December 15, 2018, with early adoption permitted. The guidance is required to be adopted at the earliest period presented using a modified retrospective approach. The Company is currently in the process of evaluating the impact this new guidance will have on its financial statements. In November 2015, the FASB issued ASU 2015-17, Balance Sheet Classification of Deferred Taxes . The standard requires entities to classify all deferred tax assets and liabilities as noncurrent. The standard will become effective for interim and annual periods beginning after December 15, 2016 and early adoption is permitted. The Company has evaluated this new guidance and determined it will not have a material impact on the Company's 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). In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers - Deferral of the Effective Date . This ASU defers the effective date of Update 2014-09 for all entities by one year, requiring the guidance in ASU 2014-09 to be applied for annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. Additionally, this ASU permits earlier application only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. The Company is currently in the process of evaluating the impact this new guidance will have on its financial statements. Adoption of New Accounting Principle 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 adopted this new guidance beginning with the annual period ended December 31, 2016, see Note 1 for further disclosure. In March 2016, the FASB issued ASU 2016-09, Stock Compensation: Improvements to Employee Share-Based Payment Accounting . This standard simplifies the accounting for share-based payment award transactions, including income tax consequences, classification of awards as either equity or liabilities and classification on the statement of cash flows. The standard is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. Early adoption is permitted. The Company adopted this new guidance beginning with the annual period ended December 31, 2016. No adjustments were required to be made to the financial statements as a result of the Company's adoption of this new guidance. In July 2015, the FASB issued ASU No. 2015-11, Simplifying the Measurement of Inventory. This standard amends existing guidance and requires entities to measure most inventory at the lower of cost and net realizable value. This standard is effective for annual reporting periods beginning after December 15, 2016, and early adoption is permitted. This standard is to be applied on a prospective basis and upon adoption, entities must disclose the nature of and reason for the accounting change. The Company adopted this new guidance beginning with the annual period ended December 31, 2016. No adjustments were required to be made to the financial statements as a result of the Company's adoption of this new guidance. |
CASH AND CASH EQUIVALENTS
CASH AND CASH EQUIVALENTS | 12 Months Ended |
Dec. 31, 2016 | |
Cash and Cash Equivalents [Abstract] | |
CASH AND CASH EQUIVALENTS | CASH AND CASH EQUIVALENTS The Company’s entire balance of Cash and cash equivalents as of December 31, 2016 was held in demand accounts with one financial institution. This subjects the Company to significant concentrations of credit risk. |
MARKETABLE SECURITIES
MARKETABLE SECURITIES | 12 Months Ended |
Dec. 31, 2016 | |
Investments, Debt and Equity Securities [Abstract] | |
MARKETABLE SECURITIES | MARKETABLE SECURITIES As of December 31, 2016 and December 31, 2015 , the fair value of held-to-maturity marketable securities by type of security was as follows (amounts in thousands): Amortized Cost Gross Unrealized Holding Gains Gross Unrealized Holding Losses Aggregate Fair Value December 31, 2016 Short-term marketable securities Debt securities 16,001 — (10 ) 15,991 December 31, 2015 Short-term marketable securities Debt securities 28,809 — (37 ) 28,772 Marketable securities held by the Company consist of United States treasury bills, commercial paper, U.S. government-related debt, and corporate debt securities. All short-term marketable securities held by the Company mature within one year and all long-term marketable securities mature after one year but in less than five years from the respective balance sheet date. |
INVENTORIES
INVENTORIES | 12 Months Ended |
Dec. 31, 2016 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | INVENTORIES The following table provides details of the Company’s net inventories (amounts in thousands): As of December 31, 2016 2015 Raw materials $ 696 $ 1,244 Work in process 39 4 Finished goods 3,004 2,691 $ 3,739 $ 3,939 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | PROPERTY AND EQUIPMENT The following table provides details of the Company’s property and equipment (amounts in thousands): As of December 31, 2016 2015 Atlas instruments placed with customers $ 5,295 $ 4,730 Atlas instruments intended for placement (1) 4,181 5,173 Manufacturing equipment 3,045 2,779 Laboratory equipment 2,912 3,026 Computer and office equipment 1,557 1,479 Leasehold improvements 1,504 1,435 Software 1,142 1,142 Total property and equipment $ 19,636 $ 19,764 Less: Accumulated depreciation (11,831 ) (9,942 ) Total $ 7,805 $ 9,822 (1) The Company does not depreciate Atlas instruments prior to the instruments being placed with customers. As of December 31, 2016 and December 31, 2015 , the cost of Atlas instruments, which represents equipment placed with customers or intended for placement with customers, was $6.4 million and $7.7 million , respectively, net of accumulated depreciation of $3.1 million and $2.2 million , respectively. Expenses for depreciation of property and equipment were incurred as follows (amounts in thousands): For the Year Ended December 31, 2016 2015 2014 Depreciation expense $ 2,075 $ 2,476 2,481 During the years ended December 31, 2016 , 2015 and 2014 , the Company disposed or sold equipment with acquisition cost of approximately $285,000 , $42,000 and $67,000 , respectively. The equipment disposed or sold had accumulated depreciation of approximately $92,000 , $42,000 and $48,000 , respectively, at the date of disposal. Estimated future lease payments to be received for Atlas instruments placed under instrument rental agreements are $113,000 , which will be billed in 2017. |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2016 | |
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 86,506 shares of common stock valued at $105.10 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 on a straight-line basis through December 31, 2021, the end of the estimated remaining life of the technology asset. See Note 10 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. The Company assesses its intangible and other long-lived assets for impairment whenever events or other changes in circumstances suggest that the carrying value of an asset group may not be recoverable based on its undiscounted future cash flows. If the Company’s estimated undiscounted future cash flows are below the asset group’s carrying value, the Company may recognize an impairment charge measured by its fair value. During the fourth quarter of 2016, the Company prepared revised projections for revenue and expenses, which indicated continued cash flow losses for the Company, and as a result, the Company determined a triggering event had occurred. The Company completed an assessment of the asset group including the intangible asset for recoverability. The recoverability assessment was based upon probability-weighted cash flow estimates resulting from updated revenue and expense projections and an appropriate terminal value. Based on the impairment assessment, the Company determined that the asset group including the intangible asset was not impaired. The following table summarizes the Company's intangible asset as of the periods presented (amounts in thousands): December 31, 2016 December 31, 2015 Intangible asset, gross 28,259 28,259 Accumulated amortization (9,608 ) (5,851 ) Intangible asset, net 18,651 22,408 |
GOODWILL
GOODWILL | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL | GOODWILL The Company conducted its annual impairment test of goodwill as of December 31, 2015 in accordance with ASC 350, Intangibles-Goodwill and Other (“ASC-350”). As a result, the Company recorded an impairment charge of approximately $0.4 million , reducing the goodwill balance to zero as of December 31, 2015. |
ACCRUED EXPENSES
ACCRUED EXPENSES | 12 Months Ended |
Dec. 31, 2016 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES | ACCRUED EXPENSES The following table provides details of the Company’s accrued expenses (amounts in thousands): As of December 31, As of December 31, 2016 2015 Employee related $ 2,072 $ 2,501 Professional services 117 527 Other 3,658 3,739 Total accrued expenses $ 5,847 $ 6,767 Included in 'Other' is $3.3 million related to the pending litigation settlement discussed in Note 12. During the three months ended June 30, 2016, a settlement agreement between the Company and plaintiffs was reached. The settlement agreement was approved by the court in December 2016, and the Company expects to recover the settlement amount in full from its insurance providers and accordingly has a corresponding receivable recorded in Other current assets on the Balance Sheet. |
DEFERRED PAYMENTS
DEFERRED PAYMENTS | 12 Months Ended |
Dec. 31, 2016 | |
Other Liabilities Disclosure [Abstract] | |
DEFERRED PAYMENTS | DEFERRED PAYMENTS Gen-Probe supply agreement In May 2011 , the Company entered into a supply agreement with Gen-Probe to purchase Atlas instruments. Pursuant to the terms of the agreement, the Company can defer up to one half of the purchase price for up to 54 months from the date of delivery. The deferred amounts do not bear interest, and the Company has recorded the imputed interest component as a reduction of the deferred payment and as a reduction of the asset cost. The supply agreement provides for variable repayment terms based on a percentage of net sales as defined in the agreement, and the Company has estimated its net sales in determining amounts due for the 54 month term. The following table summarizes the amounts deferred under this agreement (amounts in thousands): As of December 31, 2016 2015 Current Deferred payments, gross $ 2,076 $ 1,645 Imputed interest (154 ) (302 ) Deferred payments, net $ 1,922 $ 1,343 Long-term Deferred payments, gross $ 1,136 $ 3,059 Imputed interest (8 ) (162 ) Deferred payments, net $ 1,128 $ 2,897 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 since inception through December 31, 2016 , the estimated effective interest rate used ranges from 9.9% to 11.2% . In the years ended December 31, 2016 , 2015 and 2014 , the Company recorded approximately $302,000 , $384,000 and $420,000 , respectively, as non-cash interest expense related to the deferred payments pursuant to the supply agreement with Gen-Probe. Gen-Probe license amendment The amendment to the license agreement with Gen-Probe detailed in Note 7 includes a $5.0 million payment due on January 1, 2018 and a $5.0 million payment due on January 1, 2020. Under the terms of the amendment, no interest payments are required and no interest rate is stated. The Company determined that imputed interest must be calculated and recognized in accordance with ASC-835, and the payments are recorded in Deferred payments on the Balance Sheet at their present value based upon a 7.6% interest rate for the payment due on January 1, 2018 and a 9.0% interest rate for the payment due on January 1, 2020. The difference between the present value and the amount payable is accreted to Deferred payments over the respective term with a corresponding charge to Interest expense . |
NOTES PAYABLE
NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | NOTES PAYABLE In November 2013, the Company entered into two loan and security agreements. One agreement was entered into with Comerica Bank (“Comerica”) and another agreement was entered into with TriplePoint Capital LLC (“TriplePoint”). Upon closing of the two agreements, the Company borrowed $5.0 million under the loan and security agreement with Comerica (the “Comerica Loan”). In March 2014, the Company borrowed $5.0 million under the loan and security agreement with TriplePoint (the “TriplePoint Loan”). In May 2015, the Company paid off the remaining amounts outstanding and due under the TriplePoint Loan, which consisted of $4.6 million in principal and a $0.4 million final payment fee, and simultaneously amended the Comerica Loan (the “Comerica Amendment”). The Comerica Amendment increased the borrowing under the Comerica Loan to $10.0 million and extended the interest-only period until December 31, 2015. Beginning January 1, 2016, the Company has made monthly payments consisting of accrued interest and equal principal payments in accordance with a 30 -month amortization schedule. The interest rate under the Comerica Amendment remains the same as under the original Comerica Loan, which accrues interest at Comerica’s Prime Referenced Rate (as defined in the loan agreement with Comerica) plus 3.15% , subject to a floor of the daily adjusting LIBOR rate plus 2.5% . As of December 31, 2016 , the rate was 6.90% . In connection with the Comerica Loan and the Comerica Amendment, the Company recorded a liability for the note of $9.8 million , net of expenses paid to Comerica, the value of the warrants issued to Comerica and the incremental value due to the amendment of the original Comerica warrant at the time of the repricing. 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 . Pursuant to the Comerica Amendment, the Company is required to maintain at least $5.0 million of unrestricted cash and/or marketable securities with Comerica at all times. As of December 31, 2016 and during the period since the Company entered into the Comerica Amendment, the Company has been in compliance with this requirement. Additionally, the Comerica Loan contains 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. In connection with the closing of the loan and security agreements in November 2013, the Company issued warrants to Comerica and TriplePoint, see Note 15 for further details. In connection with the Comerica Amendment, the Company issued an additional warrant to Comerica to purchase up to an aggregate of 5,226 shares of Common Stock at $28.70 per share and modified the exercise price of the original warrant granted to Comerica under the Comerica Loan from $140.80 per share to $28.70 per share. The value of the new warrant and the incremental value due to the amendment of the original Comerica warrant were recorded as a reduction to Notes payable with a corresponding offset to Additional paid-in capital . In connection with the repayment of the TriplePoint Loan, the Company recorded approximately $0.2 million of Interest expense as the difference between the amount recorded in the Company's financial records and the amount paid. As of December 31, 2016 , the entire balance of $6.0 million has been classified as Notes payable, current on the Balance Sheet, although only $4.0 million is due within one year. The remaining $2.0 million has also been classified as Notes payable, current due to a material adverse change clause contained in the Comerica Loan agreement, which allows Comerica to require repayment of the debt based on subjective factors regarding the Company’s business and performance. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Operating Leases In November 2009, the Company entered into a non-cancelable operating lease for office space in Warren, New Jersey with an initial lease term which expires in January 2018. In December 2011, the Company exercised an option to increase the size of the leased area. The monthly base rent is $18,797 over the term of this lease. In December 2009, the Company entered into a non-cancelable lease for office, laboratory and manufacturing space in San Diego, California with an initial lease term which expires in April 2020. The lease contains an option to renew for two additional five year terms. The initial monthly base rent was $52,374 and, over the initial lease term agreement, is scheduled to increase every 24 months until reaching a maximum of $66,121 . In May 2011, the Company entered into a non-cancelable lease for laboratory and office space in Warren, New Jersey with an initial lease term which expires in January 2018. The initial monthly base rent is $8,111 and, over the initial lease term agreement, is scheduled to increase periodically up to a maximum of $9,013 . Future annual minimum lease payments under the above leases are as follows (amounts in thousands): Years Ended December 31, 2017 $ 1,081 2018 810 2019 793 2020 198 Total $ 2,882 Lease expense was $1.0 million for each of the three years ended December 31, 2016 , 2015 and 2014 . Commitments The following table represents the Company’s future cash commitments under agreements with third parties as of December 31, 2016 aggregated by type, and excludes payments under the operating leases detailed above and contingent liabilities discussed below (amounts in thousands): Less than More than Total 1 year 1-3 years 3-5 years 5 years Deferred payment obligations (1) $ 13,212 $ 2,076 $ 6,136 $ 5,000 $ — Purchase obligations (2) 1,251 1,251 — — — (1) The Company's deferred payment obligations are based upon the deferred amounts outstanding as of December 31, 2016 for instruments purchased from Gen-Probe under the Gen-Probe supply agreement discussed above in Note 10. Such amounts are recorded at their aggregate present value of $3.0 million on the Balance Sheet as of December 31, 2016 . The timing of when these payments are due reflects the Company's current estimates of repayment. The Company does not believe that future revisions of estimates will have a significant impact on the timing of payments. Additionally, amounts due beyond one year include the lump-sum payments payable to Gen-Probe in accordance with the amendment to the licensing agreement discussed in Note 10 above. Such amounts are recorded at their aggregate present value of $8.5 million within Deferred payments on the Balance Sheet as of December 31, 2016 . (2) The Company's purchase obligations represent the total cost of instruments and supplies which it is committed to purchase from Gen-Probe as well as additional obligations due under other agreements entered into in the normal course of business. In accordance with the supply agreement the Company entered into with Gen-Probe, purchases of Atlas instruments are defined in rolling quarterly forecasts, and these forecasts become binding commitments for approximately nine months of Atlas instrument purchases at any given time. The Company's obligation to purchase supplies from Gen-Probe is determined in an annual purchase order submitted to Gen-Probe in the third quarter of each year. Contingent liabilities In addition to the payments outlined in the above table, the amendment to the license agreement with Gen-Probe detailed in Note 10 provides for additional milestone payments of up to $6.0 million to further reduce the royalty rate paid. Such payments are required to be made upon meeting certain revenue milestones or may be made at the election of the Company prior to meeting the revenue milestones. Legal Matters The Company may periodically become subject to legal proceedings and claims arising in connection with its business. Except as set forth below, the Company is not currently involved in any legal proceedings, nor are any claims pending against the Company. A putative securities class action originally 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 had purchased or otherwise acquired securities pursuant or traceable to the Registration Statement for the Company’s IPO. The original putative class period ran from July 17 through November 6, 2014. The original complaint asserted claims under the Securities Act of 1933 and contended 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, the court appointed Stanley Yedlowski as lead plaintiff and The Rosen Law Firm as lead counsel on April 21, 2015. The lead plaintiff then filed an amended complaint, captioned Stanley Yedlowski v. Roka Bioscience, Inc., Case No. 14-cv-8020, on June 23, 2015. The amended complaint pled Securities Act claims on behalf of persons and entities who had purchased or otherwise acquired Roka securities pursuant or traceable to the IPO Registration Statement during an extended putative class period, running from July 17, 2014 through March 26, 2015. The amended complaint alleged that the Registration Statement was false or misleading in that it failed to disclose that the Company’s customers purportedly were experiencing false positives and other usage issues with the Company’s Listeria assays apparently arising from the customers’ employees’ inability to follow the Company’s Listeria assay workflow. The amended complaint alleged that the full extent of the purported misstatements and omissions was not revealed until March 26, 2015. Defendants filed a motion on August 25, 2015 to dismiss the amended complaint, and plaintiffs filed an opposition to that motion on October 9, 2015. The parties entered into a settlement agreement, which was approved by the court in December 2016, to pay approximately $3.3 million . As a result, the Company has recorded a liability in Accrued expenses on its Balance Sheet. Additionally, the Company has recorded a corresponding receivable in Prepaid expenses and other current assets on its Balance Sheet for the expected reimbursement under its insurance policies. The Company sells its products in various jurisdictions and is subject to federal, state and local taxes including, where applicable, sales and use tax. While the Company believes that it has properly paid or accrued for all such taxes based on its interpretation of applicable law, tax laws are complex and interpretations differ. Periodically, the Company may be audited by taxing authorities, and it is possible that additional assessments may be made in the future. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS The Company’s financial instruments consist of cash and cash equivalents, marketable securities , trade accounts receivable, accounts payable, short-term deferred payments, deferred payments, notes payable, accrued expenses and Convertible Preferred Stock Warrants. The carrying amounts of cash and cash equivalents, trade accounts receivable, accounts payable, short-term deferred payments and accrued expenses approximate their fair values because of the short-term nature of the instruments, or, in the case of the deferred payments and notes payable , because the interest rates the Company believes it could obtain for similar borrowings is similar to its existing interest rates. The carrying amount of the Company's marketable securities is the amortized cost basis based upon their held-to-maturity classification. In conjunction with the closing of the Company’s IPO, the warrants exercisable for shares of its Series B and Series E Preferred Stock were automatically converted into warrants exercisable for shares of its Common Stock, resulting in the reclassification of the related convertible preferred stock warrant liability to additional paid-in capital as the warrants to purchase shares of common stock met the criteria for equity classification. The warrant liability was re-measured to fair value prior to reclassification to additional paid-in capital. The following table summarizes the fair value information for the Company’s cash held in money market deposit accounts, marketable securities and its Convertible Preferred Stock Warrants at December 31, 2016 and December 31, 2015 (amounts in thousands): Fair value measurements using: Carrying Value Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Financial Assets and Liabilities Carried at Fair Value As of December 31, 2016 Financial Assets: Money market deposit accounts $ 7,712 $ 7,712 — — As of December 31, 2015 Financial Assets: Money market deposit accounts $ 2,732 $ 2,732 — — Financial Assets Carried at Amortized Cost As of December 31, 2016 Short-term marketable securities $ 16,001 $ 7,080 8,911 — As of December 31, 2015 Short-term marketable securities $ 28,809 $ 2,000 26,772 — Some of the Company’s cash and cash equivalents are held in money market deposit accounts and some of the Company's short-term marketable securities and long-term marketable securities are United States treasury bills, each of which are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices. The Company's short-term marketable securities and long-term marketable securities not classified within Level 1 of the fair value hierarchy are comprised of commercial paper, U.S. government-related debt, and corporate debt securities, all of which are classified as Level 2 within the fair value hierarchy. The Company estimates the fair values of these marketable securities by taking into consideration valuations obtained from its investment manager, which utilizes industry standard valuation models, including both income and market-based approaches, for which all significant inputs are observable, either directly or indirectly, to estimate fair value. There were no liability-classified convertible preferred stock warrants outstanding during the twelve months ended December 31, 2016 or December 31, 2015 . In 2014, in conjunction with the closing of the Company’s IPO, the warrants exercisable for shares of Preferred Stock were automatically converted into warrants exercisable for shares of 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. Per ASC 820, Fair Value Measurements and Disclosures, (“ASC 820”) the Convertible Preferred Stock Warrants which were outstanding during the twelve months ended December 31, 2014 were revalued to their fair value, using the Black-Scholes option-pricing model, at the IPO date and the change in fair value is reflected in the Statement of Operations and Comprehensive Loss. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES Deferred income tax assets and liabilities are determined based upon differences between financial reporting and tax basis of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. A reconciliation of the United States federal statutory rate to the Company’s effective tax rate is shown below: Year Ended December 31, 2016 2015 2014 Tax at U.S. statutory rate (34.0 )% (34.0 )% (34.0 )% State taxes, net of federal benefit (4.6 ) (5.0 ) (4.8 ) Difference from derivative instruments — — 0.8 Other nondeductible and permanent differences 0.5 0.6 0.3 Benefit of net operating loss sale (0.8 ) (1.8 ) (5.8 ) Provision (benefit) from valuation allowance 38.1 38.3 37.8 (0.8 )% (1.9 )% (5.7 )% Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The table below details significant components of net deferred tax assets and deferred tax liabilities at December 31, 2016 and 2015 (amounts in thousands): As of December 31, 2016 2015 Deferred tax assets: Net operating loss carry-forwards $ 69,552 $ 59,304 Start-up expenditures 335 383 Research and development credits 2,212 1,741 Non-cash interest 1,021 1,229 Goodwill 71 81 Accruals and allowances 907 959 Depreciable assets 1,941 924 Share-based compensation expense 689 262 Valuation allowance (76,728 ) (64,883 ) Net deferred tax asset (liability) $ — $ — A valuation allowance is required to reduce the deferred tax assets reported if, based on the weight of the evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. After consideration of the available evidence, both positive and negative, the Company determined that valuation allowances of $76.7 million and $64.9 million at December 31, 2016 and 2015 , respectively, were necessary to reduce the deferred tax assets to the amount that will more likely than not be realized. The table below details the changes to the valuation allowance for the years ended December 31, 2016 and December 31, 2015 (amounts in thousands): Valuation allowance at December 31, 2014 $ (50,969 ) Additions for 2015 (14,516 ) Change in tax rates (120 ) Reversal of deferred liability related to assets with indefinite lives 50 Reversal of valuation allowance related to net operating loss sales 672 Valuation allowance at December 31, 2015 $ (64,883 ) Additions for 2016 (12,477 ) Change in tax rates 384 Reversal of deferred liability related to assets with indefinite lives — Reversal of valuation allowance related to net operating loss sales 248 Valuation allowance at December 31, 2016 $ (76,728 ) At December 31, 2016 and 2015 , the Company had approximately $186 million and $161 million of gross federal net operating loss carry-forwards, respectively. At December 31, 2016 and 2015 , the Company had approximately $95 million and $79 million of gross state net operating loss carry-forwards, respectively. If not utilized, the federal and state net operating loss carry-forwards will begin to expire in 2029. The utilization of such net operating loss carry-forwards and realization of tax benefits in future years depends predominantly upon having taxable income. The Company also has approximately $2.2 million of federal research and development credits which will begin to expire in 2031 if not utilized. The Company may be subject to the net operating loss provisions of Section 382 of the Internal Revenue Code. Certain substantial changes in the Company’s ownership may result in a limitation on the amount of net operating loss carry-forwards and tax credit carry-forwards which may be used in future years. The effect of an ownership change would be the imposition of an annual limitation on the use of net operating loss carry-forwards attributable to periods before the change. The amount of the annual limitation depends on the value of the Company immediately before the change, changes to the Company’s capital during a specified period prior to the change, and the federal published interest rate. The State of New Jersey has enacted legislation (the State of New Jersey’s Technology Business Tax Certificate Program) permitting certain corporations located in New Jersey to sell state tax loss carry-forwards and state research and development credits. Companies must apply to the NJEDA each year and must meet various requirements for continuing eligibility. In addition, the program must continue to be funded by the State of New Jersey, and there are limitations based on the level of participation by other companies. In November 2016, the Company was notified by the New Jersey Economic Development Authority (“NJEDA”) that, under the State of New Jersey’s Technology Business Tax Certificate Program, the sale of $30.3 million of the Company’s New Jersey net operating loss carry-forwards had been approved. Since specific sales transactions are subject to approval by the NJEDA, the Company recognizes the associated tax benefits in the financial statements as they are approved. The sale of net operating loss carry-forwards was consummated in November 2016, and as a result, the Company reversed the valuation allowance for the net operating losses and recognized an income tax benefit of approximately $0.2 million . Under the same program, during the years ended December 31, 2015 and December 31, 2014 , the Company recorded a tax benefit of approximately $0.7 million and $2.0 million from the sale of $29.4 million and $41.5 million , respectively of its New Jersey net operating loss carry-forwards and reversed the valuation allowance related to the operating loss carry-forwards sold. Entities are required to evaluate, measure, recognize and disclose any uncertain income tax provisions taken on their income tax returns. The Company has analyzed its tax positions and has concluded that as of December 31, 2016 there were no uncertain positions. The federal and state income tax returns of the company for 2013, 2014 and 2015 are subject to examination by the IRS and state taxing authorities, generally for three years after they were filed. Interest and penalties, if any, as they relate to income taxes assessed, are included in the income tax provision. There was no income tax related interest and penalties included in the income tax provision for 2016 and 2015 . |
CONVERTIBLE PREFERRED STOCK AND
CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT) | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT) | CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT) Authorized stock In connection with the seventh amended and restated certificate of incorporation effective on July 22, 2014, the total authorized shares of stock was changed to 520,000,000 of which 500,000,000 shares shall be a class designated as common stock with a par value of $0.001 per share and 20,000,000 shares shall be a class designated as preferred stock with a par value of $0.001 per share. Convertible Preferred Stock On September 21, 2016, the Company closed a private placement offering (the "Offering") in which it issued and sold 22,500 shares of Series A Preferred Stock ("Preferred Stock") and five -year warrants (the "Investor Warrants") to purchase an aggregate of 3,214,299 shares of the Company’s Common Stock, par value $0.001 (the “Warrant Shares”) at a purchase price of $1,000 per share of Preferred Stock for aggregate gross proceeds of $22.5 million . The shares of Preferred Stock were convertible into common stock at a conversion rate of $7.00 per share of Common Stock and were immediately convertible at the option of the holder up to the holder's pro-rata share of 19.999% of the Company's Common Stock outstanding on the closing date of the Offering. All shares of Preferred Stock automatically converted to Common Stock upon shareholder approval which was obtained at a special shareholder meeting held on November 10, 2016. The Company allocated the proceeds of the Offering on the relative fair values of the Preferred Stock and the Investor Warrants. As a result of the allocation of the proceeds, the shares of Preferred Stock were determined to contain a beneficial conversion feature valued at $7.7 million . For the period ended September 30, 2016, the Company recorded a deemed dividend of $1.9 million related to the beneficial conversion feature of the Preferred Stock and recognized the remaining portion of the beneficial conversion feature as a deemed dividend through the conversion date in the fourth quarter of 2016. Registration rights Holders of approximately 0.8 million shares of the Company's outstanding common stock have rights, subject to certain conditions, to require that the Company file a registration statement under the Securities Act covering the registration of such shares of common stock, as well as piggyback registration rights. These rights are provided under the terms of an investor rights agreement between the Company and the holders of the registerable securities, which will expire upon the earlier of (i) five years after the Company's IPO and (ii) as to a holder, at such time as all registrable securities held by such holder may be sold without restriction under Rule 144. In connection with the Offering, on September 21, 2016, the Company entered into a registration rights agreement which provides that the Company would prepare and file with the U.S. Securities and Exchange Commission (the “SEC”), a resale shelf registration statement covering the Conversion Shares and Warrant Shares. Accordingly, on October 7, 2016, the Company filed an S-3 registration statement which was declared effective on October 24, 2016 enabling registration of the Conversion Shares and the Warrant Shares. The Company is required to maintain the effectiveness of such registration statement until the earlier of: (i) the date that all registrable securities covered by such registration statement have been sold, thereunder or pursuant to Rule 144 or (ii) the date that all registrable securities covered by such registration statement may be sold without limitation pursuant to Rule 144 (the “Effectiveness Period”). Subject to certain exceptions set forth in the registration rights agreement, if the Company fails to maintain the effectiveness of the registration statement during the Effectiveness Period, the Company will be required to pay to each holder an amount in cash equal to the product of 1.5% multiplied by the aggregate purchase price paid by such holder pursuant to the securities purchase agreement, subject to a cap of equal to 10.0% of the aggregate purchase paid by such holder pursuant to the securities purchase agreement. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2016 | |
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 202,885 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 108,695 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 automatically increases 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. On February 28, 2017, the Company held a special shareholder meeting at which the shareholders voted to increase the total number of shares available under the 2014 Plan to 665,340 . Additionally, the amended plan provides for automatic increases on January 1st of each year for a period of ten years commencing on January 1, 2018 and ending on (and including) January 1, 2027, in an amount equal to 3% of the total number of shares of Common Stock outstanding on December 31st of the preceding calendar year. Stock options and shares of restricted stock granted under the 2009 Plan and the 2014 Plan have a maximum contractual term of ten years from the date of grant and generally vest over four years . For stock options, the exercise price may not be less than the fair value of the stock on the grant date. Stock Options A summary of the status of the Company’s stock options at December 31, 2016 and changes during the year ended December 31, 2016 is presented in the table below: Weighted Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Value Options Price Term (years) (amount in thousands) Outstanding at December 31, 2015 114,466 $ 36.58 8.2 years Granted 100,666 8.11 Exercised — — Forfeited and canceled (17,578 ) 27.13 Outstanding at December 31, 2016 197,554 $ 22.91 8.1 years Vested and expected to vest, December 31, 2016 (1) 185,059 $ 27.15 7.8 years — Exercisable at December 31, 2016 56,145 $ 36.89 6.9 years — (1) Options vested and expected to vest represents the number of exercisable options as of December 31, 2016 , plus the number of outstanding unvested options as of December 31, 2016 adjusted for an estimated annual forfeiture rate of approximately 8% . Under the 2014 Plan, the Company granted 100,666 stock options during the twelve months ended December 31, 2016 , valued at approximately $0.6 million . The Company determines the fair value of stock option awards at the date of grant using a Black-Scholes valuation model. This model requires the Company to make assumptions and judgments on the expected volatility, dividend yield, the risk-free interest rate and the expected term of the stock options. The following ranges of assumptions were utilized for stock options granted during the periods indicated: For the Year Ended December 31, 2016 2015 2014 Expected life in years 5.5-6.2 5.8-6.3 5.9-6.3 Interest rate 1.36%-1.92% 1.49%-1.93% 1.94%-2.04% Volatility 80%-88% 65%-90% 60% - 80% Dividend yield — — — The Company estimates the expected life of its employee stock options using the “simplified” method, whereby the expected life equals the arithmetic average of the vesting term and the original contractual term of the option due to its lack of sufficient historical data. The risk-free interest rates are based on the U.S. Treasury yield curve in effect at the time of grant for periods corresponding with the expected life of the option. The expected stock price volatility rates are based on average historical volatilities of the common stock of a group of public companies in similar industries. The Company has no history or expectations of paying dividends on its Common Stock and therefore uses a zero percent dividend yield in the Black-Scholes option pricing model. The weighted average grant-date fair value for options granted during the years ended December 31, 2016 , 2015 and 2014 was approximately $5.70 , $27.60 and $70.00 per option, respectively. The total intrinsic value of options exercised during the years ended December 31, 2015 and 2014 was immaterial. The Company recognized stock compensation expense for stock options of $0.8 million , $0.7 million and $0.2 million for the years ended December 31, 2016 , 2015 and December 31, 2014 , respectively. As of December 31, 2016 , the Company had approximately $1.6 million of total unrecognized compensation expense related to non-vested stock options granted under the 2009 Plan and the 2014 Plan. The expense is expected to be recognized over a weighted average period of 2.2 years. Restricted Stock A summary of the status of the Company’s non-vested restricted stock as of December 31, 2016 and changes during the year ended December 31, 2016 is presented in the table below: Number of shares of restricted stock Non-vested restricted stock at December 31, 2015 36,882 Shares issued 2,500 Shares vested (9,200 ) Shares forfeited — Non-vested restricted stock at December 31, 2016 30,182 The Company has historically issued restricted stock which is time-based and vests over a four year period. In 2016, the Company issued 2,500 shares of time-based restricted stock which vests over a one year period. In 2015, the Company issued 37,499 shares of time-based restricted stock which vests over a two to three year period. In 2014, the Company did no t issue any restricted stock. Awards of time-based restricted stock are valued based upon the Company’s Common Stock price as of the grant date. The Company recognized stock compensation expense for restricted stock of $0.7 million , $1.7 million and $0.8 million for the years ended December 31, 2016 , December 31, 2015 and December 31, 2014 , respectively. The total intrinsic value of restricted stock which vested during the years ended December 31, 2016 , December 31, 2015 and December 31, 2014 was $0.1 million , $0.5 million and $0.8 million , respectively. As of December 31, 2016 , the Company had approximately $0.6 million of total unrecognized compensation expense related to non-vested restricted stock. The expense is expected to be recognized over a weighted average period of 1.7 years. |
WARRANTS
WARRANTS | 12 Months Ended |
Dec. 31, 2016 | |
Warrants and Rights Note Disclosure [Abstract] | |
WARRANTS | WARRANTS As of December 31, 2016, there were 3,460,830 warrant shares outstanding with a weighted average exercise price of $7.18 per share. See Note 12 for a summary of the changes in the Convertible preferred stock warrant liability for the year ended December 31, 2014. Warrants Issued prior to IPO Immediately prior to the Company's IPO, the Company had Series B Warrants outstanding which allowed their holders to purchase 2,480,000 shares of Series B at an exercise price of $1.00 per share. In connection with the IPO, the warrants converted into warrants to purchase Common Stock at their conversion rate of approximately 0.0906 common warrant shares to one Series B warrant share. Such warrants expire in September 2016 , whereupon any warrants that remain unexercised will be exercised automatically in whole in a cashless exercise resulting in an issuance, to the holders of the warrants, the number of shares with a value equal to the intrinsic value of the warrants at the time of expiry. In connection with the closing of the loan and security agreements discussed in Note 10, the Company issued warrants to Comerica and TriplePoint to purchase up to an aggregate of 352,941 shares of Series E with an exercise price of $1.28 . Upon issuance, the Company recorded liabilities on the Balance Sheet of approximately $28,000 and $55,000 for the warrants issued to Comerica and TriplePoint, respectively. The initial fair value of the warrant issued to Comerica of approximately $28,000 was deemed a discount on the debt issued by Comerica and is being accreted to interest expense over the term of the Comerica Loan. The initial fair value of the warrants issued to TriplePoint of approximately $55,000 is included in the $153,000 of debt issuance costs which were capitalized in Other assets on the Balance Sheet and is amortized to Interest expense. In connection with the borrowings made under the second tranche in March 2014, one of the TriplePoint warrants became exercisable for an additional 156,863 shares of Series E. The initial fair value of approximately $135,000 for the warrants issued to TriplePoint in connection with the borrowings under the second tranche was deemed a discount on the debt issued by TriplePoint and is being accreted to interest expense over the term of the second tranche. In connection with the IPO, the Series E warrants converted into warrants to purchase common stock at their conversion rate of approximately 0.0906 common warrant shares to one Series E warrant share. As a result, and subsequent to the reverse stock split conducted in October 2016, such warrants became exercisable for 4,618 shares of common stock with an exercise price of $140.80 . Warrants Issued Subsequent to IPO In connection with the Comerica Amendment on May 29, 2015, the Company issued an additional warrant to Comerica to purchase up to an aggregate of 5,227 shares of Common Stock at $28.70 per share and modified the exercise price of the original warrant granted to Comerica to purchase up to an aggregate of 1,066 shares of common stock from $140.80 per share to $28.70 per share. In connection with the Offering discussed in Note 13, the Company issued Investor Warrants to purchase up to an aggregate of approximately 3,214,299 shares of the Company’s Common Stock and warrants to the placement agent to purchase up to an aggregate of approximately 236,686 shares of the Company's Common Stock (the "Placement Warrants"). The Investor Warrants and Placement Warrants have an exercise price of $7.00 and expire five years from the date of issuance. |
NET LOSS PER SHARE
NET LOSS PER SHARE | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
NET LOSS PER SHARE | NET LOSS PER SHARE Basic net loss per share is calculated by dividing net loss applicable to common stockholders by the weighted-average shares outstanding during the period, without consideration for common stock equivalents. The weighted-average common shares outstanding excludes unvested restricted stock which although such shares are legally issued and outstanding, are not required to share in losses of the Company and are therefore excluded from the net loss per share calculation. Diluted net loss per share is calculated by adjusting the weighted-average shares outstanding for the dilutive effect of common stock equivalents outstanding for the period, determined using the treasury-stock method. For purposes of the diluted net loss per share calculation, Convertible Preferred Stock, stock options and warrants are considered to be common stock equivalents but are excluded from the calculation of diluted net loss per share because their effect would be anti-dilutive. Therefore, basic and diluted net loss per share applicable to common stockholders were the same for all periods presented. Previously, the Company had two classes of common stock outstanding. In connection with the IPO, the two classes were converted into a new class of Common Stock. The tables in this footnote are retroactively adjusted to show the results as if only the new class of Common Stock was outstanding for the entirety of each of the respective periods. For the Year Ended December 31, 2016 2015 2014 Net loss applicable to common shareholders (thousands) $ (30,787 ) $ (36,600 ) $ (32,230 ) Deemed dividend (thousands) (7,748 ) — — Net loss applicable to common shareholders for computing loss per share (thousands) $ (38,535 ) $ (36,600 ) $ (32,230 ) Basic and diluted weighted average common shares outstanding 2,211,740 1,728,321 1,100,158 Basic and diluted loss per share $ (17.42 ) $ (21.18 ) $ (29.30 ) As the Company incurred a loss for the year ended December 31, 2016 , 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 Year Ended December 31, 2016 2015 2014 Basic weighted average shares outstanding 2,211,740 1,728,321 1,100,158 Dilutive effect of unvested restricted stock 1,107 5,390 23,207 Basic weighted average shares outstanding had the Company not incurred a loss 2,212,847 1,733,711 1,123,365 Dilutive effect of Convertible Preferred Stock 434,551 — 573,208 Dilutive effect of warrants 13,579 — — Dilutive effect of stock options 21 7,718 33,111 Diluted weighted average shares outstanding had the Company not incurred a loss 2,660,998 1,741,429 1,729,684 |
SEGMENT INFORMATION
SEGMENT INFORMATION | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | SEGMENT INFORMATION The Company operates in a single reportable segment. During the year ended December 31, 2016 , the Company had two customers which each generated more than 10% of the Company's revenues. During the years ended December 31, 2015 , and December 31, 2014, the Company had four customers which each generated more than 10% of the Company’s revenues. These customers accounted for revenues as follows (amounts in thousands): Year Ended December 31, 2016 2015 2014 Customer A $ 1,475 $ 1,236 $ 1,460 Customer B $ 2,139 $ 1,429 $ 895 Customer C * $ 833 $ 766 Customer D * $ 612 $ 531 *Customers revenues below 10% in period |
SELECTED QUARTERLY FINANCIAL DA
SELECTED QUARTERLY FINANCIAL DATA (unaudited) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
SELECTED QUARTERLY FINANCIAL DATA (unaudited) | SELECTED QUARTERLY FINANCIAL DATA (unaudited) The following table contains quarterly financial information for fiscal years 2016 and 2015 . The Company believes that the following information reflects all normal recurring adjustments necessary for a fair statement of the information for the periods presented. First Quarter Second Quarter Third Quarter Fourth Quarter 2016 Revenue $ 1,626 $ 1,824 $ 1,885 $ 1,906 Net loss and comprehensive loss $ (8,176 ) $ (7,561 ) $ (7,589 ) $ (7,463 ) Deemed dividend $ — $ — $ (1,878 ) $ (5,870 ) Net loss applicable to common shareholders for computing loss per share $ (8,176 ) $ (7,561 ) $ (9,467 ) $ (13,333 ) Loss per common share $ (4.66 ) $ (4.31 ) $ (5.39 ) $ (3.72 ) 2015 Revenue $ 1,511 $ 1,466 $ 1,508 $ 1,501 Net loss applicable to common shareholders for computing loss per share $ (8,860 ) $ (9,240 ) $ (8,491 ) $ (10,007 ) Loss per common share $ (5.14 ) $ (5.35 ) $ (4.91 ) $ (5.77 ) |
SUMMARY OF SIGNIFICANT ACCOUN27
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements include the accounts of Roka Bioscience, Inc. and its wholly owned subsidiary. All intercompany balances and transactions have been eliminated in consolidation. These financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. |
Use of Estimates | Use of Estimates The Company is required to make estimates and assumptions that affect the reported amounts of assets, liabilities, expenses and disclosure of contingent assets and liabilities in its financial statements. Actual results could differ from those estimates. The most significant estimates relate to the Company’s inventory reserves, stock-based compensation expense, imputed interest from deferred instrument payments under a supply agreement with Gen-Probe, imputed interest from future payments due to Gen-Probe under the amended license agreement discussed in Note 10, and goodwill and intangible asset recoverability. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying amounts reflected in the balance sheet for cash and cash equivalents , trade accounts receivable , accounts payable, short-term deferred payments and accrued expenses approximate fair value due to their short-term maturities. Deferred payments are initially recorded at fair value reflecting the estimated interest rate implicit in the extended payment terms per the related agreement. The Company’s derivative financial instruments are measured and recorded in the balance sheet at their fair value. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents include short-term highly liquid investments with original maturities to the Company of three months or less. |
Short-term and Long-term Marketable Securities | Short-term and Long-term Marketable Securities The Company invests excess cash balances in marketable securities of highly rated financial institutions and investment-grade debt instruments. Investments are diversified and concentration of investments is limited for individual institutions, maturities and investment types. The Company’s marketable debt securities have been classified and accounted for as held-to-maturity. The Company determines the appropriate classification of its investments at the time of purchase and reevaluates the designations at each balance sheet date, and classifies its marketable debt securities as either short-term or long-term based on each instrument’s underlying contractual maturity date. Marketable debt securities with maturities of 12 months or less are classified as short-term and marketable debt securities with maturities greater than 12 months are classified as long-term, and recorded at their amortized cost. |
Trade Accounts Receivable | Trade Accounts Receivable The Company evaluates the creditworthiness of each customer on a regular basis. The Company uses judgments as to its ability to collect outstanding receivables and provides allowances for the portion of receivables if and when collection becomes doubtful, and it also assesses on an ongoing basis whether collectibility is reasonably assured at the time of sale. Changes to allowances and adjustments for declines in customers’ creditworthiness are recorded as bad debt expense as a component of selling, general and administrative expense. The Company has not experienced any material losses related to receivables from individual customers, or groups of customers. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost less accumulated depreciation. The straight-line method of depreciation is used for all property and equipment. Repair and maintenance costs are expensed as incurred. Property and equipment are depreciated over the following estimated useful lives: • Atlas instruments placed — five years • Manufacturing equipment — five years • Laboratory equipment — four years • Computer and office equipment — three to five years • Leasehold improvements — the lesser of: the estimated useful life, the term of the respective lease, or ten years • Software — three years |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company’s long-lived assets are primarily comprised of intangible assets other than goodwill and property, plant and equipment. The Company evaluates its finite-lived intangible assets and property, plant and equipment, for impairment whenever events or changes in circumstances indicate the carrying value of an asset or group of assets is not recoverable. If these circumstances exist, recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset group to future undiscounted net cash flows expected to be generated by the asset group. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. |
Inventories | Inventories Inventories include raw materials and supplies used for manufacturing of assays and finished products held for sale. The Company’s inventories are stated at the lower of cost or market. Cost includes amounts related to materials, applicable labor and overhead, and is determined using the first-in first-out method. Reserves are recorded for excess and obsolete inventory and net realizable value, based on management’s review of inventories on hand as compared to estimated future demand, shelf-life and the likelihood of obsolescence. Abnormally low production and resulting underutilization costs are expensed as incurred. |
Intangible Assets | The Company reviews the technology asset for impairment on an annual basis. If events or changes in circumstances indicate that the carrying amount may not be recoverable, the Company performs a review of the technology asset for impairment at that point in time. An impairment loss is recognized if the sum of estimated future undiscounted cash flows generated from use of the technology asset is less than its carrying value. Intangible Assets The Company’s intangible asset relates to research and development projects that were acquired at the Company's inception, which upon successful completion of the IPR&D in January 2012, the Company initiated amortization of the asset over its estimated useful life of 10 years . |
Goodwill | Goodwill Goodwill represents the excess of purchase price over net assets acquired from Gen-Probe. Goodwill is not amortized; rather, it is subject to a periodic evaluation for impairment by applying a fair-value-based test. |
Research and Development Expenses | Research and Development Expenses Research and development expenses are comprised of costs incurred in performing research and development activities including manufacturing development and scale-up costs and product development and are principally comprised of salaries and benefits, outside contractor costs and professional fees, research license fees, depreciation and amortization of laboratory equipment, facilities, and lab supplies. These costs are expensed as incurred. |
Revenue Recognition | Revenue Recognition The Company generates revenue from the sale of Atlas Detection Assays and consumable supplies for use with its Atlas instruments, as well as limited revenue from instrument rentals and service and maintenance contracts. The Company generally provides Atlas instruments free of charge under reagent rental agreements and retains title to the instruments which remain capitalized on the Company’s balance sheet under property and equipment. The Company recovers the cost of providing the Atlas instruments in the amount it charges for its Atlas Detection Assays. The reagent rental agreements are typically for one -year periods and there are no minimum purchase obligations. Revenue is recognized over the term of the reagent rental agreement as Atlas Detection Assays and other supplies are shipped. Shipping and handling costs incurred by the Company are included in its billings to customers. The Company recognizes revenue net of discounts and sales related taxes where applicable. The Company recognizes product revenue upon shipment provided there is persuasive evidence of an arrangement, there are no uncertainties regarding acceptance, the sales price is fixed or determinable and collection of the resulting receivable is reasonably assured. There is no customer right of return in the Company’s sales agreements. Revenues for leases and service and maintenance contracts are recognized ratably over the term of the contract. Revenues for the sale of Atlas instruments are recognized upon shipment provided that there is persuasive evidence of an arrangement, there are no uncertainties regarding acceptance, the sales price is fixed or determinable and collection of the resulting receivable is reasonably assured. |
Cost of Revenue | Cost of Revenue The Company manufactures products for commercial sale as well as for internal use or evaluation. Cost of revenue primarily consists of the cost of materials, direct labor and manufacturing overhead costs associated with the production and distribution of Atlas Detection Assays and consumable supplies for the Atlas instruments. Cost of revenue also includes depreciation on Atlas instruments installed with customers, expenses related to service and maintenance of instruments, as well as product royalties paid to Gen-Probe. The Company classifies costs for commercially sold products to Cost of revenue and costs for internal use or evaluations to Research and development or Selling, general and administrative costs. |
Share-based Compensation | Share-based Compensation The Company grants stock options and restricted shares to employees, independent directors and consultants of the Company. The Company recognizes share-based compensation expense, based on the fair value of stock awards, on a straight-line basis over the requisite service period of the individual grants, which typically is equal to the vesting period. See Note 16. |
Income Taxes | Income Taxes The Company applies the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial statement carrying amounts and tax basis of assets and liabilities using enacted tax rates in effect for years in which the temporary differences are expected to reverse. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. The Company recognizes the benefit of an uncertain tax position that it has taken or expects to take on income tax returns it files if such tax position is more likely than not to be sustained. See Note 14. |
New Accounting Pronouncements | New Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standard setting bodies and adopted by the Company as of the specified effective date. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments. This standard clarifies the treatment of specific cash flow issues in order to reduce existing diversity in practice. The standard is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is permitted. The Company does not believe this new guidance will have a material impact on its financial statements. In February 2016, the FASB issued ASU 2016-02, creating Topic 842, Leases which supersedes the guidance in former ASC 840, Leases, to increase transparency and comparability among organizations by requiring recognition of lease assets and lease liabilities on the balance sheet and disclosure of key information about leasing arrangements. The standard will become effective for interim and annual periods beginning after December 15, 2018, with early adoption permitted. The guidance is required to be adopted at the earliest period presented using a modified retrospective approach. The Company is currently in the process of evaluating the impact this new guidance will have on its financial statements. In November 2015, the FASB issued ASU 2015-17, Balance Sheet Classification of Deferred Taxes . The standard requires entities to classify all deferred tax assets and liabilities as noncurrent. The standard will become effective for interim and annual periods beginning after December 15, 2016 and early adoption is permitted. The Company has evaluated this new guidance and determined it will not have a material impact on the Company's 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). In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers - Deferral of the Effective Date . This ASU defers the effective date of Update 2014-09 for all entities by one year, requiring the guidance in ASU 2014-09 to be applied for annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. Additionally, this ASU permits earlier application only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. The Company is currently in the process of evaluating the impact this new guidance will have on its financial statements. Adoption of New Accounting Principle 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 adopted this new guidance beginning with the annual period ended December 31, 2016, see Note 1 for further disclosure. In March 2016, the FASB issued ASU 2016-09, Stock Compensation: Improvements to Employee Share-Based Payment Accounting . This standard simplifies the accounting for share-based payment award transactions, including income tax consequences, classification of awards as either equity or liabilities and classification on the statement of cash flows. The standard is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. Early adoption is permitted. The Company adopted this new guidance beginning with the annual period ended December 31, 2016. No adjustments were required to be made to the financial statements as a result of the Company's adoption of this new guidance. In July 2015, the FASB issued ASU No. 2015-11, Simplifying the Measurement of Inventory. This standard amends existing guidance and requires entities to measure most inventory at the lower of cost and net realizable value. This standard is effective for annual reporting periods beginning after December 15, 2016, and early adoption is permitted. This standard is to be applied on a prospective basis and upon adoption, entities must disclose the nature of and reason for the accounting change. The Company adopted this new guidance beginning with the annual period ended December 31, 2016. No adjustments were required to be made to the financial statements as a result of the Company's adoption of this new guidance. |
MARKETABLE SECURITIES (Tables)
MARKETABLE SECURITIES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Investments, Debt and Equity Securities [Abstract] | |
Summary of the Fair Value of Held-to-Maturity Marketable Securities | As of December 31, 2016 and December 31, 2015 , the fair value of held-to-maturity marketable securities by type of security was as follows (amounts in thousands): Amortized Cost Gross Unrealized Holding Gains Gross Unrealized Holding Losses Aggregate Fair Value December 31, 2016 Short-term marketable securities Debt securities 16,001 — (10 ) 15,991 December 31, 2015 Short-term marketable securities Debt securities 28,809 — (37 ) 28,772 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Inventory Disclosure [Abstract] | |
Summary of Net Inventories | The following table provides details of the Company’s net inventories (amounts in thousands): As of December 31, 2016 2015 Raw materials $ 696 $ 1,244 Work in process 39 4 Finished goods 3,004 2,691 $ 3,739 $ 3,939 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | The following table provides details of the Company’s property and equipment (amounts in thousands): As of December 31, 2016 2015 Atlas instruments placed with customers $ 5,295 $ 4,730 Atlas instruments intended for placement (1) 4,181 5,173 Manufacturing equipment 3,045 2,779 Laboratory equipment 2,912 3,026 Computer and office equipment 1,557 1,479 Leasehold improvements 1,504 1,435 Software 1,142 1,142 Total property and equipment $ 19,636 $ 19,764 Less: Accumulated depreciation (11,831 ) (9,942 ) Total $ 7,805 $ 9,822 |
Schedule of Expenses for Depreciation of Property and Equipment | Expenses for depreciation of property and equipment were incurred as follows (amounts in thousands): For the Year Ended December 31, 2016 2015 2014 Depreciation expense $ 2,075 $ 2,476 2,481 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Intangible Assets | The following table summarizes the Company's intangible asset as of the periods presented (amounts in thousands): December 31, 2016 December 31, 2015 Intangible asset, gross 28,259 28,259 Accumulated amortization (9,608 ) (5,851 ) Intangible asset, net 18,651 22,408 |
ACCRUED EXPENSES (Tables)
ACCRUED EXPENSES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Payables and Accruals [Abstract] | |
Summary of Accrued Expenses | The following table provides details of the Company’s accrued expenses (amounts in thousands): As of December 31, As of December 31, 2016 2015 Employee related $ 2,072 $ 2,501 Professional services 117 527 Other 3,658 3,739 Total accrued expenses $ 5,847 $ 6,767 |
DEFERRED PAYMENTS (Tables)
DEFERRED PAYMENTS (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Other Liabilities Disclosure [Abstract] | |
Summary of Amounts Deferred under Supply Agreement | The following table summarizes the amounts deferred under this agreement (amounts in thousands): As of December 31, 2016 2015 Current Deferred payments, gross $ 2,076 $ 1,645 Imputed interest (154 ) (302 ) Deferred payments, net $ 1,922 $ 1,343 Long-term Deferred payments, gross $ 1,136 $ 3,059 Imputed interest (8 ) (162 ) Deferred payments, net $ 1,128 $ 2,897 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases | Future annual minimum lease payments under the above leases are as follows (amounts in thousands): Years Ended December 31, 2017 $ 1,081 2018 810 2019 793 2020 198 Total $ 2,882 |
Schedule of Future Cash Commitments | The following table represents the Company’s future cash commitments under agreements with third parties as of December 31, 2016 aggregated by type, and excludes payments under the operating leases detailed above and contingent liabilities discussed below (amounts in thousands): Less than More than Total 1 year 1-3 years 3-5 years 5 years Deferred payment obligations (1) $ 13,212 $ 2,076 $ 6,136 $ 5,000 $ — Purchase obligations (2) 1,251 1,251 — — — (1) The Company's deferred payment obligations are based upon the deferred amounts outstanding as of December 31, 2016 for instruments purchased from Gen-Probe under the Gen-Probe supply agreement discussed above in Note 10. Such amounts are recorded at their aggregate present value of $3.0 million on the Balance Sheet as of December 31, 2016 . The timing of when these payments are due reflects the Company's current estimates of repayment. The Company does not believe that future revisions of estimates will have a significant impact on the timing of payments. Additionally, amounts due beyond one year include the lump-sum payments payable to Gen-Probe in accordance with the amendment to the licensing agreement discussed in Note 10 above. Such amounts are recorded at their aggregate present value of $8.5 million within Deferred payments on the Balance Sheet as of December 31, 2016 . (2) The Company's purchase obligations represent the total cost of instruments and supplies which it is committed to purchase from Gen-Probe as well as additional obligations due under other agreements entered into in the normal course of business. In accordance with the supply agreement the Company entered into with Gen-Probe, purchases of Atlas instruments are defined in rolling quarterly forecasts, and these forecasts become binding commitments for approximately nine months of Atlas instrument purchases at any given time. The Company's obligation to purchase supplies from Gen-Probe is determined in an annual purchase order submitted to Gen-Probe in the third quarter of each year. |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
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, marketable securities and its Convertible Preferred Stock Warrants at December 31, 2016 and December 31, 2015 (amounts in thousands): Fair value measurements using: Carrying Value Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Financial Assets and Liabilities Carried at Fair Value As of December 31, 2016 Financial Assets: Money market deposit accounts $ 7,712 $ 7,712 — — As of December 31, 2015 Financial Assets: Money market deposit accounts $ 2,732 $ 2,732 — — Financial Assets Carried at Amortized Cost As of December 31, 2016 Short-term marketable securities $ 16,001 $ 7,080 8,911 — As of December 31, 2015 Short-term marketable securities $ 28,809 $ 2,000 26,772 — |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of Reconciliation of Federal Statutory Rate to Effective Tax Rate | A reconciliation of the United States federal statutory rate to the Company’s effective tax rate is shown below: Year Ended December 31, 2016 2015 2014 Tax at U.S. statutory rate (34.0 )% (34.0 )% (34.0 )% State taxes, net of federal benefit (4.6 ) (5.0 ) (4.8 ) Difference from derivative instruments — — 0.8 Other nondeductible and permanent differences 0.5 0.6 0.3 Benefit of net operating loss sale (0.8 ) (1.8 ) (5.8 ) Provision (benefit) from valuation allowance 38.1 38.3 37.8 (0.8 )% (1.9 )% (5.7 )% |
Schedule of Deferred Tax Assets and Liabilities | The table below details significant components of net deferred tax assets and deferred tax liabilities at December 31, 2016 and 2015 (amounts in thousands): As of December 31, 2016 2015 Deferred tax assets: Net operating loss carry-forwards $ 69,552 $ 59,304 Start-up expenditures 335 383 Research and development credits 2,212 1,741 Non-cash interest 1,021 1,229 Goodwill 71 81 Accruals and allowances 907 959 Depreciable assets 1,941 924 Share-based compensation expense 689 262 Valuation allowance (76,728 ) (64,883 ) Net deferred tax asset (liability) $ — $ — |
Summary of Valuation Allowance | The table below details the changes to the valuation allowance for the years ended December 31, 2016 and December 31, 2015 (amounts in thousands): Valuation allowance at December 31, 2014 $ (50,969 ) Additions for 2015 (14,516 ) Change in tax rates (120 ) Reversal of deferred liability related to assets with indefinite lives 50 Reversal of valuation allowance related to net operating loss sales 672 Valuation allowance at December 31, 2015 $ (64,883 ) Additions for 2016 (12,477 ) Change in tax rates 384 Reversal of deferred liability related to assets with indefinite lives — Reversal of valuation allowance related to net operating loss sales 248 Valuation allowance at December 31, 2016 $ (76,728 ) |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of the Status of Stock Options and Changes | A summary of the status of the Company’s stock options at December 31, 2016 and changes during the year ended December 31, 2016 is presented in the table below: Weighted Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Value Options Price Term (years) (amount in thousands) Outstanding at December 31, 2015 114,466 $ 36.58 8.2 years Granted 100,666 8.11 Exercised — — Forfeited and canceled (17,578 ) 27.13 Outstanding at December 31, 2016 197,554 $ 22.91 8.1 years Vested and expected to vest, December 31, 2016 (1) 185,059 $ 27.15 7.8 years — Exercisable at December 31, 2016 56,145 $ 36.89 6.9 years — (1) Options vested and expected to vest represents the number of exercisable options as of December 31, 2016 , plus the number of outstanding unvested options as of December 31, 2016 adjusted for an estimated annual forfeiture rate of approximately 8% . |
Summary of Ranges of Assumptions Utilized for Stock Options Granted | The following ranges of assumptions were utilized for stock options granted during the periods indicated: For the Year Ended December 31, 2016 2015 2014 Expected life in years 5.5-6.2 5.8-6.3 5.9-6.3 Interest rate 1.36%-1.92% 1.49%-1.93% 1.94%-2.04% Volatility 80%-88% 65%-90% 60% - 80% Dividend yield — — — |
Schedule of Non-Vested Restricted Stock | A summary of the status of the Company’s non-vested restricted stock as of December 31, 2016 and changes during the year ended December 31, 2016 is presented in the table below: Number of shares of restricted stock Non-vested restricted stock at December 31, 2015 36,882 Shares issued 2,500 Shares vested (9,200 ) Shares forfeited — Non-vested restricted stock at December 31, 2016 30,182 |
NET LOSS PER SHARE (Tables)
NET LOSS PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Net Loss per Share Applicable to Common Stockholders | The tables in this footnote are retroactively adjusted to show the results as if only the new class of Common Stock was outstanding for the entirety of each of the respective periods. For the Year Ended December 31, 2016 2015 2014 Net loss applicable to common shareholders (thousands) $ (30,787 ) $ (36,600 ) $ (32,230 ) Deemed dividend (thousands) (7,748 ) — — Net loss applicable to common shareholders for computing loss per share (thousands) $ (38,535 ) $ (36,600 ) $ (32,230 ) Basic and diluted weighted average common shares outstanding 2,211,740 1,728,321 1,100,158 Basic and diluted loss per share $ (17.42 ) $ (21.18 ) $ (29.30 ) |
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 Year Ended December 31, 2016 2015 2014 Basic weighted average shares outstanding 2,211,740 1,728,321 1,100,158 Dilutive effect of unvested restricted stock 1,107 5,390 23,207 Basic weighted average shares outstanding had the Company not incurred a loss 2,212,847 1,733,711 1,123,365 Dilutive effect of Convertible Preferred Stock 434,551 — 573,208 Dilutive effect of warrants 13,579 — — Dilutive effect of stock options 21 7,718 33,111 Diluted weighted average shares outstanding had the Company not incurred a loss 2,660,998 1,741,429 1,729,684 |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
Schedule of Revenue by Major Customers | These customers accounted for revenues as follows (amounts in thousands): Year Ended December 31, 2016 2015 2014 Customer A $ 1,475 $ 1,236 $ 1,460 Customer B $ 2,139 $ 1,429 $ 895 Customer C * $ 833 $ 766 Customer D * $ 612 $ 531 |
SELECTED QUARTERLY FINANCIAL 40
SELECTED QUARTERLY FINANCIAL DATA (unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Financial Information | The following table contains quarterly financial information for fiscal years 2016 and 2015 . The Company believes that the following information reflects all normal recurring adjustments necessary for a fair statement of the information for the periods presented. First Quarter Second Quarter Third Quarter Fourth Quarter 2016 Revenue $ 1,626 $ 1,824 $ 1,885 $ 1,906 Net loss and comprehensive loss $ (8,176 ) $ (7,561 ) $ (7,589 ) $ (7,463 ) Deemed dividend $ — $ — $ (1,878 ) $ (5,870 ) Net loss applicable to common shareholders for computing loss per share $ (8,176 ) $ (7,561 ) $ (9,467 ) $ (13,333 ) Loss per common share $ (4.66 ) $ (4.31 ) $ (5.39 ) $ (3.72 ) 2015 Revenue $ 1,511 $ 1,466 $ 1,508 $ 1,501 Net loss applicable to common shareholders for computing loss per share $ (8,860 ) $ (9,240 ) $ (8,491 ) $ (10,007 ) Loss per common share $ (5.14 ) $ (5.35 ) $ (4.91 ) $ (5.77 ) |
BUSINESS OVERVIEW - Narrative (
BUSINESS OVERVIEW - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | Sep. 21, 2016 | Jul. 22, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Oct. 31, 2016 |
Subsidiary, Sale of Stock [Line Items] | ||||||
Proceeds from issuance of common stock, net of issuance costs | $ 0 | $ 0 | $ 53,584 | |||
IPO [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Proceeds from issuance of common stock, net of issuance costs | $ 53,200 | |||||
Series A Preferred Stock [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Issuance of stock (in shares) | 22,500 | |||||
Common Class A and Class B [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Common stock, conversion basis | 1:1 | |||||
Common Stock [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Number of shares for warrants exercisable (in shares) | 4,618 | |||||
Net proceeds from issuance of warrants | $ 21,300 | |||||
Common Stock [Member] | IPO [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Issuance of stock (in shares) | 5,000,000 | 500,000 | ||||
IPO, price per share (in USD per share) | $ 12 | |||||
Investor Warrants [Member] | Common Stock [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Number of shares for warrants exercisable (in shares) | 3,214,299 | 3,214,299 |
SUMMARY OF SIGNIFICANT ACCOUN42
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative - Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2016 | |
Atlas Instrument [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life | 5 years |
Manufacturing Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life | 5 years |
Laboratory Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life | 4 years |
Computers and Office Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life | 3 years |
Computers and Office Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life | 5 years |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life | 10 years |
Software [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life | 3 years |
SUMMARY OF SIGNIFICANT ACCOUN43
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) $ in Millions | Oct. 11, 2016shares | Jul. 03, 2014 | Jan. 31, 2012 | Dec. 31, 2016USD ($) | Dec. 31, 2014USD ($) |
Summary Of Significant Accounting Policies [Line Items] | |||||
Useful life | 10 years | ||||
Amortization | $ 3.7 | ||||
Future Amortization Expense | |||||
2,016 | 3.7 | ||||
2,017 | 3.7 | ||||
2,018 | 3.7 | ||||
2,019 | 3.7 | ||||
2,020 | 3.7 | ||||
2,021 | $ 3.7 | ||||
Remaining amortization period | 5 years | ||||
Reverse stock split, conversion ratio | 0.1 | ||||
Convertible Preferred Stock [Member] | |||||
Future Amortization Expense | |||||
Reverse stock split of common stock | 11.04:1 reverse stock split | ||||
Reverse stock split, conversion ratio | 11.04 | ||||
Series B, Series C and Series E Convertible Preferred Stock [Member] | |||||
Future Amortization Expense | |||||
Reverse stock split, conversion ratio | 0.0906 | ||||
Series D Convertible Preferred Stock [Member] | |||||
Future Amortization Expense | |||||
Reverse stock split, conversion ratio | 0.0937 | ||||
Common Stock [Member] | |||||
Future Amortization Expense | |||||
Conversion ratio preferred stock to common stock (in shares) | shares | 143 | ||||
Reagent Rental Agreement [Member] | |||||
Future Amortization Expense | |||||
Rental agreement term | 1 year | ||||
Technology-Based Intangible Assets [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Intangibles acquired | $ 26.6 |
CASH AND CASH EQUIVALENTS - Nar
CASH AND CASH EQUIVALENTS - Narrative (Details) | Dec. 31, 2016financial_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) - Short-term marketable securities [Member] - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Schedule of Held-to-maturity Securities [Line Items] | ||
Amortized Cost | $ 16,001 | $ 28,809 |
Gross Unrealized Holding Gains | 0 | 0 |
Gross Unrealized Holding Losses | (10) | (37) |
Aggregate Fair Value | $ 15,991 | $ 28,772 |
MARKETABLE SECURITIES - Narrati
MARKETABLE SECURITIES - Narrative (Details) | 12 Months Ended |
Dec. 31, 2016 | |
Short-term marketable securities [Member] | |
Schedule of Held-to-maturity Securities [Line Items] | |
Marketable securities, maturity period | 1 year |
Long-term marketable securities [Member] | Minimum [Member] | |
Schedule of Held-to-maturity Securities [Line Items] | |
Marketable securities, maturity period | 1 year |
Long-term marketable securities [Member] | Maximum [Member] | |
Schedule of Held-to-maturity Securities [Line Items] | |
Marketable securities, maturity period | 5 years |
INVENTORIES - Summary of Net In
INVENTORIES - Summary of Net Inventories (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 696 | $ 1,244 |
Work in process | 39 | 4 |
Finished goods | 3,004 | 2,691 |
Inventory, net | $ 3,739 | $ 3,939 |
PROPERTY AND EQUIPMENT - Schedu
PROPERTY AND EQUIPMENT - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 19,636 | $ 19,764 |
Less: Accumulated depreciation | (11,831) | (9,942) |
Total | 7,805 | 9,822 |
Instruments With Customers [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 5,295 | 4,730 |
Instruments For Placement [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 4,181 | 5,173 |
Manufacturing Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 3,045 | 2,779 |
Laboratory Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 2,912 | 3,026 |
Computer and Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 1,557 | 1,479 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 1,504 | 1,435 |
Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 1,142 | $ 1,142 |
PROPERTY AND EQUIPMENT - Narrat
PROPERTY AND EQUIPMENT - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Property, Plant and Equipment [Line Items] | |||
Cost of equipment on lease or held for lease, net of accumulated depreciation | $ 7,805 | $ 9,822 | |
Accumulated depreciation | 11,831 | 9,942 | |
Disposed equipment | 285 | 42 | $ 67 |
Accumulated depreciation of disposed equipment | 92 | 42 | $ 48 |
Future minimum lease receivable | 113 | ||
Atlas Instrument [Member] | Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Cost of equipment on lease or held for lease, net of accumulated depreciation | 6,400 | 7,700 | |
Accumulated depreciation | $ 3,100 | $ 2,200 |
PROPERTY AND EQUIPMENT - Sche50
PROPERTY AND EQUIPMENT - Schedule of Expenses for Depreciation of Property and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation expense | $ 2,075 | $ 2,476 | $ 2,481 |
INTANGIBLE ASSETS - Narrative (
INTANGIBLE ASSETS - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | Jan. 01, 2020 | Jan. 01, 2018 | Jul. 31, 2014 | Jun. 30, 2014 | Dec. 31, 2014 |
Technology-Based Intangible Assets [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Intangibles acquired | $ 26.6 | ||||
Royalty Reduction [Member] | Common Stock [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Issuance of common stock for royalty reduction (in shares) | 86,506 | 86,506 | |||
Gen Probe [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Option agreement period | 2 years | ||||
License agreement option payment | $ 2.5 | ||||
Share price (in USD per share) | $ 105.1 | ||||
Cash payment for royalties | $ 8 | ||||
Gen Probe [Member] | Scenario, Forecast [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Cash payment for royalties | $ 5 | $ 5 |
INTANGIBLE ASSETS - Summary of
INTANGIBLE ASSETS - Summary of Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Intangible asset, gross | $ 28,259 | $ 28,259 |
Accumulated amortization | (9,608) | (5,851) |
Intangible assets, net | $ 18,651 | $ 22,408 |
GOODWILL - Narrative (Details)
GOODWILL - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Impairment of goodwill | $ 0 | $ 360 | $ 0 |
Goodwill | $ 0 |
ACCRUED EXPENSES - Summary of A
ACCRUED EXPENSES - Summary of Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Payables and Accruals [Abstract] | ||
Employee related | $ 2,072 | $ 2,501 |
Professional services | 117 | 527 |
Other | 3,658 | 3,739 |
Total accrued expenses | $ 5,847 | $ 6,767 |
ACCRUED EXPENSES - Narrative (D
ACCRUED EXPENSES - Narrative (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Payables and Accruals [Abstract] | |
Litigation settlement | $ 3.3 |
DEFERRED PAYMENTS - Narrative (
DEFERRED PAYMENTS - Narrative (Details) - USD ($) $ in Thousands | Jan. 01, 2020 | Jan. 01, 2018 | Jul. 31, 2014 | May 31, 2011 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Other Liabilities [Line Items] | |||||||
Non-cash interest expense related to the deferred payments | $ 302 | $ 384 | $ 420 | ||||
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 | $ 5,000 | |||||
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 | ||||||
Gen Probe [Member] | Scenario, Forecast [Member] | |||||||
Other Liabilities [Line Items] | |||||||
Royalty payment | $ 5,000 | $ 5,000 | |||||
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
DEFERRED PAYMENTS - Summary of Amounts Deferred under Supply Agreement (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Current | ||
Deferred payments, gross | $ 2,076 | $ 1,645 |
Imputed interest | (154) | (302) |
Deferred payments, net | 1,922 | 1,343 |
Long-term | ||
Deferred payments, gross | 1,136 | 3,059 |
Imputed interest | (8) | (162) |
Deferred payments, net | $ 1,128 | $ 2,897 |
NOTES PAYABLE - Narrative (Deta
NOTES PAYABLE - Narrative (Details) | 1 Months Ended | 12 Months Ended | |||||||
May 31, 2015USD ($)$ / sharesshares | Mar. 31, 2014USD ($) | Nov. 30, 2013USD ($)agreement$ / shares | Dec. 31, 2016USD ($)$ / shares | Oct. 31, 2016$ / shares | Sep. 21, 2016$ / shares | Dec. 31, 2015USD ($) | May 29, 2015$ / sharesshares | May 28, 2015$ / shares | |
Line of Credit Facility [Line Items] | |||||||||
Number of loan and security agreements | agreement | 2 | ||||||||
Warrants outstanding share exercise price (in USD per share) | $ / shares | $ 7.18 | ||||||||
Notes payable | $ 5,973,000 | $ 9,851,000 | |||||||
Current notes payable | 4,000,000 | ||||||||
Common Stock [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Warrants outstanding share exercise price (in USD per share) | $ / shares | $ 28.7 | ||||||||
Convertible Preferred Stock Series E [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Additional warrants issued (in shares) | shares | 1,066 | ||||||||
Warrants outstanding share exercise price (in USD per share) | $ / shares | $ 28.7 | $ 28.7 | |||||||
Common Stock [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Additional warrants issued (in shares) | shares | 5,226 | 5,227 | |||||||
Warrants outstanding share exercise price (in USD per share) | $ / shares | $ 140.8 | $ 140.80 | $ 1,000 | $ 140.8 | |||||
Comerica Loan [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Debt face amount | $ 10,000,000 | ||||||||
Cash and marketable securities | $ 5,000,000 | ||||||||
Triple Point Loan [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Principal amount repaid | 4,600,000 | ||||||||
Final payment fee | 400,000 | ||||||||
Debt Instrument, Subjective Change Clause [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Current notes payable | $ 2,000,000 | ||||||||
Minimum [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Minimum interest rate | 9.90% | ||||||||
Comerica Loan [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Amounts borrowed | $ 5,000,000 | ||||||||
Amortization period | 30 months | ||||||||
Interest rate at period end | 6.90% | ||||||||
Net of expenses paid to Comerica | $ 9,800,000 | ||||||||
Comerica Loan [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Additional minimum interest rate | 3.15% | ||||||||
Comerica Loan [Member] | Minimum [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Minimum interest rate | 2.50% | ||||||||
Triple Point Loan [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Amounts borrowed | $ 5,000,000 | ||||||||
Interest expense | $ 200,000 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Narrative (Details) | 1 Months Ended | 12 Months Ended | ||||
May 31, 2011USD ($) | Dec. 31, 2009USD ($)Renewal | Nov. 30, 2009USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
Commitment And Contingencies [Line Items] | ||||||
Number of renewal options | Renewal | 2 | |||||
Lease term for renewal options | 5 years | |||||
Rent expense | $ 1,000,000 | $ 1,000,000 | $ 1,000,000 | |||
Stanley Yedlowski V. Roka Bioscience, Inc. Case No. 14-CV-8020 [Member] | Pending Litigation [Member] | ||||||
Commitment And Contingencies [Line Items] | ||||||
Estimated litigation liability | 3,300,000 | |||||
Gen Probe [Member] | ||||||
Commitment And Contingencies [Line Items] | ||||||
Additional milestone payments | $ 6,000,000 | |||||
Office Space Lease [Member] | ||||||
Commitment And Contingencies [Line Items] | ||||||
Monthly base rent | $ 18,797 | |||||
Office, Laboratory and Manufacturing Space Lease [Member] | ||||||
Commitment And Contingencies [Line Items] | ||||||
Monthly base rent | $ 52,374 | |||||
Rent expense, scheduled increase period | 24 months | |||||
Monthly base rent after scheduled increase | $ 66,121 | |||||
Laboratory and Office Space Lease [Member] | ||||||
Commitment And Contingencies [Line Items] | ||||||
Monthly base rent | $ 8,111 | |||||
Monthly base rent after scheduled increase | $ 9,013 |
COMMITMENTS AND CONTINGENCIES60
COMMITMENTS AND CONTINGENCIES - Schedule of Future Minimum Rental Payments for Operating Leases (Details) $ in Thousands | Dec. 31, 2016USD ($) |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | |
2,017 | $ 1,081 |
2,018 | 810 |
2,019 | 793 |
2,020 | 198 |
Total | $ 2,882 |
COMMITMENTS AND CONTINGENCIES61
COMMITMENTS AND CONTINGENCIES - Schedule of Future Cash Commitments (Details) $ in Thousands | Dec. 31, 2016USD ($) |
Deferred Payment Obligation, Fiscal Year Maturity [Abstract] | |
Total | $ 13,212 |
Less than 1 year | 2,076 |
1-3 years | 6,136 |
3-5 years | 5,000 |
More than five years | 0 |
Purchase Obligation, Fiscal Year Maturity [Abstract] | |
Total | 1,251 |
Less than 1 year | 1,251 |
1-3 years | 0 |
3-5 years | 0 |
More than five years | 0 |
Supply Agreement [Member] | |
Deferred Payment Obligation, Fiscal Year Maturity [Abstract] | |
Total | 3,000 |
Royalty Payments [Member] | |
Deferred Payment Obligation, Fiscal Year Maturity [Abstract] | |
Total | $ 8,500 |
FAIR VALUE MEASUREMENTS - Summa
FAIR VALUE MEASUREMENTS - Summary of Fair Value Information for Cash Held in Money Market Deposit Accounts and Marketable Securities (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Short-term marketable securities | $ 16,001 | $ 28,809 |
Debt Securities [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Short-term marketable securities | 16,001 | 28,809 |
Money Market Deposit Accounts [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Money market deposit accounts | 7,712 | 2,732 |
Quoted Prices in Active Markets (Level 1) [Member] | Debt Securities [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Short-term marketable securities | 7,080 | 2,000 |
Quoted Prices in Active Markets (Level 1) [Member] | Money Market Deposit Accounts [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Money market deposit accounts | 7,712 | 2,732 |
Significant Other Observable Inputs (Level 2) [Member] | Debt Securities [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Short-term marketable securities | 8,911 | 26,772 |
Significant Other Observable Inputs (Level 2) [Member] | Money Market Deposit Accounts [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Money market deposit accounts | 0 | 0 |
Significant Unobservable Inputs (Level 3) [Member] | Debt Securities [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Short-term marketable securities | 0 | 0 |
Significant Unobservable Inputs (Level 3) [Member] | Money Market Deposit Accounts [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Money market deposit accounts | $ 0 | $ 0 |
FAIR VALUE MEASUREMENTS - Narra
FAIR VALUE MEASUREMENTS - Narrative (Details) - shares | Dec. 31, 2016 | Dec. 31, 2015 |
Class of Stock [Line Items] | ||
Stock warrants outstanding (in shares) | 3,460,830 | |
Convertible Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Stock warrants outstanding (in shares) | 0 | 0 |
INCOME TAXES - Schedule of Reco
INCOME TAXES - Schedule of Reconciliation of Federal Statutory Rate to Effective Tax Rate (Details) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |||
Tax at U.S. statutory rate | (34.00%) | (34.00%) | (34.00%) |
State taxes, net of federal benefit | (4.60%) | (5.00%) | (4.80%) |
Difference from derivative instruments | (0.00%) | (0.00%) | 0.80% |
Other nondeductible and permanent differences | 0.50% | 0.60% | 0.30% |
Benefit of net operating loss sale | (0.80%) | (1.80%) | (5.80%) |
Provision (benefit) from valuation allowance | 38.10% | 38.30% | 37.80% |
Effective income tax rate | (0.80%) | (1.90%) | (5.70%) |
INCOME TAXES - Schedule of Defe
INCOME TAXES - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred tax assets: | ||
Net operating loss carry-forwards | $ 69,552 | $ 59,304 |
Start-up expenditures | 335 | 383 |
Research and development credits | 2,212 | 1,741 |
Non-cash interest | 1,021 | 1,229 |
Goodwill | 71 | 81 |
Accruals and allowances | 907 | 959 |
Depreciable assets | 1,941 | 924 |
Share-based compensation expense | 689 | 262 |
Deferred tax liabilities: | ||
Valuation allowance | (76,728) | (64,883) |
Net deferred tax asset (liability) | $ 0 | $ 0 |
INCOME TAXES - Narrative (Detai
INCOME TAXES - Narrative (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Nov. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Tax Credit Carryforward [Line Items] | ||||
Valuation allowance | $ 76,728,000 | $ 64,883,000 | ||
Income tax expense (benefit) from sale of net operating losses | (245,000) | (700,000) | $ (1,952,000) | |
Income tax related interest and penalties | 0 | 0 | ||
Research Tax Credit Carryforward [Member] | ||||
Tax Credit Carryforward [Line Items] | ||||
Research and development credit carryforwards | 2,200,000 | |||
Domestic Tax Authority [Member] | ||||
Tax Credit Carryforward [Line Items] | ||||
Operating loss carryforwards | 186,000,000 | 161,000,000 | ||
State and Local Jurisdiction [Member] | ||||
Tax Credit Carryforward [Line Items] | ||||
Operating loss carryforwards | 95,000,000 | 79,000,000 | ||
State and Local Jurisdiction [Member] | New Jersey Division of Taxation [Member] | ||||
Tax Credit Carryforward [Line Items] | ||||
Net operating losses sold | $ 30,300,000 | 29,400,000 | 41,500,000 | |
Income tax expense (benefit) from sale of net operating losses | $ (200,000) | $ (700,000) | $ (2,000,000) |
INCOME TAXES - Summary of Valua
INCOME TAXES - Summary of Valuation Allowance (Details) - Valuation Allowance of Deferred Tax Assets [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Movement in Valuation Allowances and Reserves [Roll Forward] | ||
Valuation allowances, beginning of period | $ (64,883) | $ (50,969) |
Additions | (12,477) | (14,516) |
Change in tax rates | 384 | (120) |
Reversal of deferred liability related to assets with indefinite lives | 0 | 50 |
Reversal of valuation allowance related to net operating loss sales | 248 | 672 |
Valuation allowances, end of period | $ (76,728) | $ (64,883) |
CONVERTIBLE PREFERRED STOCK A68
CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT) - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | Sep. 21, 2016 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Sep. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Oct. 31, 2016 | May 28, 2015 | Jul. 22, 2014 | Nov. 30, 2013 |
Temporary Equity [Line Items] | |||||||||||||
Total stock, shares authorized (in shares) | 520,000,000 | ||||||||||||
Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 | 500,000,000 | 500,000,000 | |||||||||
Common stock, par or stated value per share (in USD per share) | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||
Preferred stock, shares authorized (in shares) | 20,000,000 | ||||||||||||
Preferred stock, par or stated value per share (in USD per share) | $ 0.001 | ||||||||||||
Warrants outstanding share exercise price (in USD per share) | $ 7.18 | $ 7.18 | |||||||||||
Preferred Stock conversion rate (in USD per share) | $ 7 | ||||||||||||
Preferred Stock, conversion rate pro rata share, percent | 19.999% | ||||||||||||
Adjustment of preferred stock for beneficial conversion | $ 0 | ||||||||||||
Deemed dividend applicable to beneficial conversion feature of Series A preferred stock | $ 5,870 | $ 1,878 | $ 0 | $ 0 | $ 1,900 | $ 7,748 | $ 0 | $ 0 | |||||
Number of common stock holders with rights subject to certain conditions (in shares) | 5,002,718 | 5,002,718 | 1,786,325 | ||||||||||
Registration rights, expiration term | 5 years | ||||||||||||
Percentage of payment for failure to maintain effectiveness | 1.50% | ||||||||||||
Cap multiplier of aggregate purchase price for failure to maintain effectiveness | 10.00% | ||||||||||||
Common Stock [Member] | |||||||||||||
Temporary Equity [Line Items] | |||||||||||||
Number of shares for warrants exercisable (in shares) | 4,618 | ||||||||||||
Warrants outstanding share exercise price (in USD per share) | $ 1,000 | $ 140.80 | $ 140.8 | $ 140.8 | |||||||||
Proceeds from issuance of warrants | $ 22,500 | ||||||||||||
Number of common stock holders with rights subject to certain conditions (in shares) | 800,000 | 800,000 | |||||||||||
Additional Paid-in Capital [Member] | |||||||||||||
Temporary Equity [Line Items] | |||||||||||||
Adjustment of preferred stock for beneficial conversion | $ 7,748 | ||||||||||||
Investor Warrants [Member] | |||||||||||||
Temporary Equity [Line Items] | |||||||||||||
Warrant expiration period | 5 years | ||||||||||||
Investor Warrants [Member] | Common Stock [Member] | |||||||||||||
Temporary Equity [Line Items] | |||||||||||||
Number of shares for warrants exercisable (in shares) | 3,214,299 | 3,214,299 | 3,214,299 | ||||||||||
Series A Preferred Stock [Member] | |||||||||||||
Temporary Equity [Line Items] | |||||||||||||
Issuance of stock (in shares) | 22,500 |
STOCK-BASED COMPENSATION - Narr
STOCK-BASED COMPENSATION - Narrative (Details) $ / shares in Units, $ in Millions | 12 Months Ended | ||||
Dec. 31, 2016USD ($)$ / sharesshares | Dec. 31, 2015USD ($)$ / sharesshares | Dec. 31, 2014USD ($)$ / sharesshares | Feb. 27, 2017shares | Jun. 13, 2013shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Period between share increases | 10 years | ||||
Percent of increase | 0.03 | ||||
Maximum contractual term of restricted stock granted | 10 years | ||||
Vesting period | 4 years | ||||
Options granted (in shares) | shares | 100,666 | ||||
Dividend yield | 0.00% | 0.00% | 0.00% | ||
Weighted average grant date fair value (in USD per share) | $ / shares | $ 5.70 | $ 27.60 | $ 70 | ||
Stock based compensation expense | $ | $ 0.8 | $ 0.7 | $ 0.2 | ||
Unrecognized compensation costs | $ | 1.6 | ||||
Share based compensation expense | $ | 0.7 | 1.7 | 0.8 | ||
Intrinsic value of vested restricted stock | $ | 0.1 | $ 0.5 | $ 0.8 | ||
Unrecognized share based compensation | $ | $ 0.6 | ||||
Employee Stock Option [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Weighted average period for expense recognition | 2 years 2 months 12 days | ||||
Restricted Stock [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 1 year | ||||
Weighted average period for expense recognition | 1 year 8 months 15 days | ||||
Restricted stock issued (in shares) | shares | 2,500 | 37,499 | 0 | ||
Maximum [Member] | Restricted Stock [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 3 years | ||||
Minimum [Member] | Restricted Stock [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 2 years | ||||
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) | shares | 202,885 | ||||
2014 Equity Incentive Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Options granted (in shares) | shares | 100,666 | ||||
Stock options granted, value | $ | $ 0.6 | ||||
2014 Equity Incentive Plan [Member] | Subsequent Event [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock options and restricted shares granted (in shares) | shares | 665,340 | ||||
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) | shares | 108,695 |
STOCK-BASED COMPENSATION - Summ
STOCK-BASED COMPENSATION - Summary of the Status of Stock Options and Changes (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Number of Options | ||
Outstanding, beginning of period (in shares) | 114,466 | |
Granted (in shares) | 100,666 | |
Exercised (in shares) | 0 | |
Forfeited and canceled (in shares) | (17,578) | |
Outstanding, end of period (in shares) | 197,554 | 114,466 |
Vested and expected to vest (in shares) | 185,059 | |
Exercisable (in shares) | 56,145 | |
Weighted Average Exercise Price | ||
Outstanding, beginning of period (in USD per share) | $ 36.58 | |
Granted (in USD per share) | 8.11 | |
Exercised (in USD per share) | 0 | |
Forfeited and canceled (in USD per share) | 27.13 | |
Outstanding, end of period (in USD per share) | 22.91 | $ 36.58 |
Vested and expected to vest (in USD per share) | 27.15 | |
Exercisable (in USD per share) | $ 36.89 | |
Weighted average remaining term, balance | 8 years 1 month 15 days | 8 years 2 months 12 days |
Weighted average remaining term, vested and expected to vest | 7 years 9 months 4 days | |
Weighted average remaining term, exercisable | 6 years 11 months 1 day | |
Aggregate intrinsic value, vested and expected to vest | $ 0 | |
Aggregate intrinsic value, exercisable | $ 0 | |
Estimated annual forfeiture rate | 8.00% |
STOCK-BASED COMPENSATION - Su71
STOCK-BASED COMPENSATION - Summary of Ranges of Assumptions Utilized for Stock Options Granted (Details) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Dividend yield | 0.00% | 0.00% | 0.00% |
Minimum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected life in years | 5 years 6 months | 5 years 9 months 18 days | 5 years 10 months 24 days |
Interest rate | 1.36% | 1.49% | 1.94% |
Volatility | 80.00% | 65.00% | 60.00% |
Maximum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected life in years | 6 years 2 months 12 days | 6 years 3 months 18 days | 6 years 3 months 18 days |
Interest rate | 1.92% | 1.93% | 2.04% |
Volatility | 88.00% | 90.00% | 80.00% |
STOCK-BASED COMPENSATION - Sche
STOCK-BASED COMPENSATION - Schedule of Restricted Stock (Details) - Restricted Stock [Member] | 12 Months Ended |
Dec. 31, 2016shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Non-vested restricted stock, beginning of period (in shares) | 36,882 |
Shares issued (in shares) | 2,500 |
Shares vested (in shares) | (9,200) |
Shares forfeited (in shares) | 0 |
Non-vested restricted stock, end of period (in shares) | 30,182 |
WARRANTS - Narrative (Details)
WARRANTS - Narrative (Details) | Oct. 11, 2016 | Sep. 21, 2016$ / sharesshares | Jul. 22, 2014 | Nov. 30, 2013USD ($)$ / sharesshares | Dec. 31, 2016USD ($)$ / sharesshares | Oct. 31, 2016$ / sharesshares | May 31, 2015$ / sharesshares | May 29, 2015$ / sharesshares | May 28, 2015$ / shares | Jul. 21, 2014$ / sharesshares | Mar. 31, 2014USD ($)shares |
Class of Warrant or Right [Line Items] | |||||||||||
Warrants outstanding to purchase shares (in shares) | 3,460,830 | ||||||||||
Warrants outstanding share exercise price (in USD per share) | $ / shares | $ 7.18 | ||||||||||
Warrants conversion ratio | 0.1 | ||||||||||
Comerica Loan [Member] | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Warrants issued as payments | $ | $ 28,000 | ||||||||||
Triple Point Loan [Member] | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Warrants issued as payments | $ | $ 55,000 | ||||||||||
Debt issuance costs | $ | $ 153,000 | ||||||||||
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) | $ / shares | $ 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) | $ / shares | $ 1.2751 | ||||||||||
Warrants conversion ratio | 0.0906 | ||||||||||
Series E Warrants [Member] | Triple Point Loan [Member] | Second Tranche [Member] | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Additional warrants issued (in shares) | 156,863 | ||||||||||
Additional issues shares value | $ | $ 135,000 | ||||||||||
Common Stock [Member] | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Warrants outstanding share exercise price (in USD per share) | $ / shares | $ 1,000 | $ 140.8 | $ 140.80 | $ 140.8 | |||||||
Additional warrants issued (in shares) | 5,226 | 5,227 | |||||||||
Number of shares for warrants exercisable (in shares) | 4,618 | ||||||||||
Convertible Preferred Stock Series E [Member] | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Warrants outstanding share exercise price (in USD per share) | $ / shares | $ 28.7 | $ 28.7 | |||||||||
Additional warrants issued (in shares) | 1,066 | ||||||||||
Investor Warrants [Member] | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Warrant expiration period | 5 years | ||||||||||
Investor Warrants [Member] | Common Stock [Member] | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Number of shares for warrants exercisable (in shares) | 3,214,299 | 3,214,299 | |||||||||
Placement Warrants [Member] | Common Stock [Member] | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Warrants issued during period (in shares) | 236,686 | ||||||||||
Investor Warrants and Placement Warrants [Member] | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Warrants outstanding share exercise price (in USD per share) | $ / shares | $ 7 | ||||||||||
Warrant expiration period | 5 years |
NET LOSS PER SHARE - Schedule o
NET LOSS PER SHARE - Schedule of Basic and Diluted Net Loss per Share Applicable to Common Stockholders (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Earnings Per Share [Abstract] | |||||||||||
Net loss applicable to common shareholders for computing loss per share (thousands) | $ (7,463) | $ (7,589) | $ (7,561) | $ (8,176) | $ (30,787) | $ (36,600) | $ (32,230) | ||||
Deemed dividend (thousands) | (7,748) | 0 | 0 | ||||||||
Net loss applicable to common shareholders (thousands) | $ (13,333) | $ (9,467) | $ (7,561) | $ (8,176) | $ (10,007) | $ (8,491) | $ (9,240) | $ (8,860) | $ (38,535) | $ (36,600) | $ (32,230) |
Basic and diluted weighted average common shares outstanding (in shares) | 2,211,740 | 1,728,321 | 1,100,158 | ||||||||
Basic and diluted loss per share (in USD per share) | $ (3.72) | $ (5.39) | $ (4.31) | $ (4.66) | $ (5.77) | $ (4.91) | $ (5.35) | $ (5.14) | $ (17.42) | $ (21.18) | $ (29.30) |
NET LOSS PER SHARE - Schedule75
NET LOSS PER SHARE - Schedule of Calculation of Weighted Average Shares Outstanding, Event of Not Incurring Loss (Details) - shares | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Earnings Per Share [Abstract] | |||
Basic weighted average shares outstanding (in shares) | 2,211,740 | 1,728,321 | 1,100,158 |
Dilutive effect of unvested restricted stock (in shares) | 1,107 | 5,390 | 23,207 |
Basic weighted average shares outstanding had the Company not incurred a loss (in shares) | 2,212,847 | 1,733,711 | 1,123,365 |
Dilutive effect of Convertible Preferred Stock (in shares) | 434,551 | 0 | 573,208 |
Dilutive effect of warrants (in shares) | 13,579 | 0 | 0 |
Dilutive effect of stock options (in shares) | 21 | 7,718 | 33,111 |
Diluted weighted average shares outstanding had the Company not incurred a loss (in shares) | 2,660,998 | 1,741,429 | 1,729,684 |
SEGMENT INFORMATION - Narrative
SEGMENT INFORMATION - Narrative (Details) | 12 Months Ended |
Dec. 31, 2016Segment | |
Segment Reporting [Abstract] | |
Number of Reportable Segments | 1 |
SEGMENT INFORMATION - Schedule
SEGMENT INFORMATION - Schedule of Revenue by Major Customers (Details) - Sales Revenue - Customer Concentration Risk [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Customer A [Member] | |||
Revenue, Major Customer [Line Items] | |||
Revenues | $ 1,475 | $ 1,236 | $ 1,460 |
Customers B [Member] | |||
Revenue, Major Customer [Line Items] | |||
Revenues | $ 2,139 | 1,429 | 895 |
Customer C [Member] | |||
Revenue, Major Customer [Line Items] | |||
Revenues | 833 | 766 | |
Customer D [Member] | |||
Revenue, Major Customer [Line Items] | |||
Revenues | $ 612 | $ 531 |
SELECTED QUARTERLY FINANCIAL 78
SELECTED QUARTERLY FINANCIAL DATA (unaudited) - Schedule of Quarterly Financial Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Sep. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Quarterly Financial Information Disclosure [Abstract] | ||||||||||||
Revenue | $ 1,906 | $ 1,885 | $ 1,824 | $ 1,626 | $ 1,501 | $ 1,508 | $ 1,466 | $ 1,511 | $ 7,242 | $ 5,985 | $ 5,057 | |
Net loss | (7,463) | (7,589) | (7,561) | (8,176) | (30,787) | (36,600) | (32,230) | |||||
Deemed dividend applicable to beneficial conversion feature of Series A preferred stock | (5,870) | (1,878) | 0 | 0 | $ (1,900) | (7,748) | 0 | 0 | ||||
Net loss applicable to common shareholders (thousands) | $ (13,333) | $ (9,467) | $ (7,561) | $ (8,176) | $ (10,007) | $ (8,491) | $ (9,240) | $ (8,860) | $ (38,535) | $ (36,600) | $ (32,230) | |
Basic and diluted (in USD per share) | $ (3.72) | $ (5.39) | $ (4.31) | $ (4.66) | $ (5.77) | $ (4.91) | $ (5.35) | $ (5.14) | $ (17.42) | $ (21.18) | $ (29.30) |
SUBSEQUENT EVENTS - Narrative (
SUBSEQUENT EVENTS - Narrative (Details) | 12 Months Ended |
Dec. 31, 2016shares | |
Subsequent Event [Line Items] | |
Options granted (in shares) | 100,666 |
Restricted Stock [Member] | |
Subsequent Event [Line Items] | |
Shares granted (in shares) | 2,500 |