Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2016 | Nov. 14, 2016 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | FLGT | |
Entity Registrant Name | Fulgent Genetics, Inc. | |
Entity Central Index Key | 1,674,930 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 17,676,256 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Current assets | ||
Cash | $ 8,205 | $ 489 |
Trade accounts receivable, net of allowance for doubtful accounts of $48 and $75, respectively | 4,406 | 2,118 |
Other current assets | 4,883 | 314 |
Current assets of discontinued operations | 9 | |
Total current assets | 17,494 | 2,930 |
Fixed assets, net | 5,178 | 2,469 |
Deferred tax asset | 86 | |
Non-current assets of discontinued operations | 433 | |
Total noncurrent assets | 5,264 | 2,902 |
Total assets | 22,758 | 5,832 |
Current liabilities | ||
Accounts payable | 3,286 | 314 |
Accrued liabilities | 471 | 199 |
Other current liabilities | 1,253 | |
Current liabilities of discontinued operations | 173 | |
Total current liabilities | 5,010 | 686 |
Deferred tax liability | 503 | |
Total liabilities | 5,513 | 686 |
Commitments and contingencies (Note 9) | ||
Stockholders’/ Members’ equity | ||
Members' equity 56,000 Class D and 51,000 Class P preferred units authorized, issued and outstanding, 44,000 Class D and 49,000 Class P common units authorized and 34,000 Class D and 45,000 Class P common units issued and outstanding, at December 31, 2015 (Note 10) | 58,306 | |
Common stock, $0.0001 par value per share, 200,000 shares authorized, 12,846 shares issued and outstanding at September 30, 2016 | 1 | |
Preferred stock, $0.0001 par value per share, 1,000 shares authorized, no shares issued or outstanding at September 30, 2016 | ||
Additional paid-in capital | 73,211 | |
Accumulated deficit | (55,967) | (53,160) |
Total Stockholders’/ Members’equity | 17,245 | 5,146 |
Total liabilities and stockholders’/ members’ equity | $ 22,758 | $ 5,832 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Allowance for doubtful accounts receivable | $ 48 | $ 75 |
Common stock, par value | $ 0.0001 | |
Common stock, shares authorized | 200,000,000 | |
Common stock, shares issued | 12,846,000 | |
Common stock, shares outstanding | 12,846,000 | |
Preferred stock, par value | $ 0.0001 | |
Preferred stock, shares authorized | 1,000,000 | |
Preferred stock, shares issued | 0 | |
Preferred stock, shares outstanding | 0 | |
Class D Preferred Units | ||
Members' equity, preferred units, authorized | 56,000,000 | |
Members' equity, preferred units, issued | 56,000,000 | |
Members' equity, preferred units, outstanding | 56,000,000 | |
Class P Preferred Units | ||
Members' equity, preferred units, authorized | 51,000,000 | |
Members' equity, preferred units, issued | 51,000,000 | |
Members' equity, preferred units, outstanding | 51,000,000 | |
Class D Common Units | ||
Members' equity, common units, authorized | 44,000,000 | |
Members' equity, common units, issued | 34,000,000 | |
Members' equity, common units, outstanding | 34,000,000 | |
Class P Common Units | ||
Members' equity, common units, authorized | 49,000,000 | |
Members' equity, common units, issued | 45,000,000 | |
Members' equity, common units, outstanding | 45,000,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |||
Income Statement [Abstract] | ||||||
Revenue | $ 5,011 | $ 2,905 | $ 12,422 | $ 6,675 | ||
Cost of revenue | 2,143 | 918 | 4,858 | 2,343 | ||
Gross profit | 2,868 | 1,987 | 7,564 | 4,332 | ||
Operating expenses: | ||||||
Research and development | 1,523 | 311 | 2,739 | 782 | ||
Selling and marketing | 893 | 280 | 1,671 | 757 | ||
General and administrative | 1,147 | 216 | 3,494 | 461 | ||
Total operating expenses | 3,563 | 807 | 7,904 | 2,000 | ||
Operating income (loss) | (695) | 1,180 | (340) | 2,332 | ||
Interest and other income (expense) | 5 | 0 | (5,444) | 20 | ||
Income (loss) before income taxes | (690) | 1,180 | (5,784) | 2,352 | ||
Provision for income taxes | 417 | 0 | 417 | 0 | ||
Income (loss) from continuing operations | (1,107) | 1,180 | (6,201) | 2,352 | ||
Income (loss) from discontinued operations | 0 | (821) | 41 | (2,121) | ||
Net income (loss) | $ (1,107) | $ 359 | $ (6,160) | $ 231 | ||
Basic and diluted income (loss) per common share: | ||||||
Continuing operations—common stock | $ (0.44) | $ 0 | [1] | $ (1.17) | $ 0 | [1] |
Continuing operations: | ||||||
Weighted-average common shares—outstanding—basic and diluted | 12,846 | 0 | 12,455 | 0 | ||
[1] | Basic and diluted income (loss) per common share was calculated prospectively from the date the Class D common units were issued in the October 2015 Recapitalization. |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders'/ Members' equity (unaudited) - 9 months ended Sep. 30, 2016 - USD ($) $ in Thousands | Total | Members' Equity | Stockholders' Equity | Additional Paid-In Capital | Accumulated Deficit | Class D-2 Convertible Preferred Units | Class D-2 Convertible Preferred UnitsMembers' Equity | Class D-1 Preferred Units | Class D-1 Preferred UnitsMembers' Equity | Class D-1 Preferred UnitsAccumulated Deficit | Class D Common Units | Class D Common UnitsMembers' Equity | Class D Common UnitsAccumulated Deficit |
Beginning Balance at Dec. 31, 2015 | $ 5,146 | $ 58,306 | $ (53,160) | ||||||||||
Beginning Balance, Shares at Dec. 31, 2015 | 186,000,000 | ||||||||||||
Split-off of Pharma business | (490) | $ (12,390) | 11,900 | ||||||||||
Split-off of Pharma business, Shares | (96,000,000) | ||||||||||||
Issuance of convertible preferred units (net of $185 issuance costs) | $ 32,452 | $ 32,452 | |||||||||||
Issuance of convertible preferred units (net of $185 issuance costs), Shares | 15,395,000 | ||||||||||||
Repurchase and retirement | $ (1,663) | $ (1,663) | $ (6,587) | $ (1,767) | $ (4,820) | ||||||||
Repurchase and retirement, Shares | (4,618,000) | (5,645,000) | |||||||||||
Deemed dividend on retirement | (3,727) | $ (3,727) | |||||||||||
Equity-based compensation (Pre-Reorganization) | 2,978 | $ 2,978 | |||||||||||
Equity-based compensation (Pre-Reorganization), Shares | 2,500,000 | ||||||||||||
Distribution to preferred unitholder | $ (4,592) | $ (4,592) | |||||||||||
Tax distribution to common and preferred unitholders | $ (1,253) | $ (1,253) | |||||||||||
Reorganization (Note 1) | $ (72,071) | $ 1 | $ 72,070 | ||||||||||
Reorganization, Shares (Note 1) | (97,632,000) | 12,846,000 | |||||||||||
Equity-based compensation (Post-Reorganization) | 1,141 | 1,141 | |||||||||||
Net loss | (6,160) | (6,160) | |||||||||||
Ending Balance at Sep. 30, 2016 | $ 17,245 | $ 1 | $ 73,211 | $ (55,967) | |||||||||
Ending Balance, Shares at Sep. 30, 2016 | 12,846,000 | 12,846,000 |
Consolidated Statements of Sto6
Consolidated Statements of Stockholders'/ Members' equity (Parenthetical) (unaudited) $ in Thousands | 9 Months Ended |
Sep. 30, 2016USD ($) | |
Class D-2 Convertible Preferred Units | |
Preferred units issuance cost, net | $ 185 |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Cash flow from operating activities: | ||
Net income (loss) | $ (6,160) | $ 231 |
Income (loss) from discontinued operations | 41 | (2,121) |
Income (loss) from continuing operations | (6,201) | 2,352 |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||
Equity-based compensation | 4,119 | |
Depreciation and amortization | 750 | 385 |
Gain on disposal of fixed assets | (20) | |
Provision for bad debt | (27) | 1 |
Deferred income taxes | 417 | |
Fair value adjustment recorded upon issuance of D-2 preferred units | 5,472 | |
Changes in operating assets and liabilities: | ||
Increase in accounts receivable | (2,261) | (1,276) |
Increase in other current assets | (400) | (189) |
Increase in accounts payable | 1,578 | 356 |
(Decrease) increase in accrued liabilities | (265) | 36 |
Cash provided by continuing operations | 3,182 | 1,645 |
Cash used in discontinued operations | (31) | (2,079) |
Net cash provided by (used in) operating activities | 3,151 | (434) |
Cash flow from investing activities: | ||
Proceeds from disposal of fixed assets | 70 | |
Purchases of fixed assets | (3,379) | (1,875) |
Cash used in continuing operations | (3,379) | (1,805) |
Cash used in discontinued operations | (125) | |
Net cash used in investing activities | (3,379) | (1,930) |
Cash flow from financing activities: | ||
Cash distributed in split-off of Pharma business | (159) | |
Capital contributions | 3,500 | |
Return of capital contribution | (4,592) | |
Payment of initial public offering costs | (2,318) | |
Proceeds from issuance of D-2 units | 27,165 | |
Repurchase and retirement of Class D-1 preferred and Class D common units | (11,976) | |
Issuance costs of Class D-2 preferred units | (185) | |
Net cash provided by financing activities | 7,935 | 3,500 |
Net increase in cash | 7,707 | 1,136 |
Cash balance at beginning of period | 498 | 172 |
Cash balance at end of period | 8,205 | 1,308 |
Supplemental cash flow information: | ||
Fixed assets included in accounts payable | 97 | $ 130 |
Tax distribution to Class D common and preferred unitholders in Other current liabilities | 1,253 | |
Deferred initial public offering costs included in accounts payable | $ 1,852 |
Condensed Consolidated Stateme8
Condensed Consolidated Statements of Cash Flows (Parenthetical) (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 | Sep. 30, 2015 |
Statement Of Cash Flows [Abstract] | |||
Cash from discontinued operations, beginning | $ 9 | $ 0 | $ 0 |
Cash from discontinued operations, ending | $ 0 | $ 9 | $ 0 |
Overview and Basis of Presentat
Overview and Basis of Presentation | 9 Months Ended |
Sep. 30, 2016 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Overview and Basis of Presentation | Note 1. Overview and Basis of Presentation Nature of the Business Fulgent Genetics, Inc., together with its subsidiary (collectively referred to as the “Company,” unless otherwise noted or the context otherwise requires), is a rapidly growing technology company with an initial focus on offering comprehensive genetic testing to provide physicians with clinically actionable diagnostic information they can use to improve the overall quality of patient care. The Company has developed a proprietary technology platform that allows it to offer a broad and flexible test menu while maintaining accessible pricing, high accuracy and competitive turnaround times. The Company’s current test menu offers single-gene tests and pre-established, multi-gene, disease-specific panels that collectively test for many genetic conditions, including various cancers, cardiovascular diseases and neurological disorders. The Company’s existing customer base consists primarily of hospitals and medical institutions, which are frequent and high-volume users of genetic tests. Background and Reorganization The Company was incorporated in the State of Delaware on May 13, 2016. On August 2, 2016, pursuant to the approval of the board of directors of the Company, the Company changed its name from Fulgent Diagnostics, Inc. to Fulgent Genetics, Inc. Prior to the Reorganization, as defined and described below, the Company had no material assets and had not conducted any activities other than those incidental to its incorporation and preparation for the initial public offering of its common stock. Following the Reorganization On September 30, 2016, the Company completed a reorganization pursuant to which Fulgent Therapeutics LLC, a California limited liability company unless otherwise noted or the context otherwise requires , each outstanding 7.6 units of Fulgent LLC were cancelled in exchange for one share of the Company’s common stock, such that (i) all outstanding Class D common units of Fulgent LLC (including Class D common units that constitute profits interests) were cancelled in exchange for an aggregate of 4,060 shares of the Company’s common stock; (ii) all outstanding Class D-1 preferred units of Fulgent LLC were cancelled in exchange for an aggregate of 6,761 shares of the Company’s common stock; (iii) all outstanding Class D-2 preferred units were cancelled in exchange for an aggregate of 2,026 shares of the Company’s common stock; (iv) all outstanding options to acquire common units of Fulgent LLC were cancelled in exchange for equivalent options to acquire up to an aggregate of 591,112 shares of the Company’s common stock, and all such options became immediately exercisable to the extent vested; and (v) all outstanding restricted share units relating to common units of Fulgent LLC were cancelled in exchange for equivalent restricted stock units (“RSUs”) relating to 65,789 shares of the Company’s common stock. The Reorganization was accounted for as a common control transaction and no gain or loss was recorded. Initial Public Offering On October 4, 2016, the Company completed the initial public offering of its common stock (the “IPO”), in which it issued and sold an aggregate of 4,830 shares of common stock (including 630 shares issued and sold on October 7, 2016 pursuant to the underwriters’ exercise in full of their option to purchase additional shares) at a public offering price of $9.00 per share. The Company received net proceeds of approximately $36,258, after deducting underwriting discounts and commissions of $3,043 and other offering expenses paid or payable by the Company of approximately $4,169. The shares issued and sold in the IPO were registered under the Securities Act of 1933, as amended, on a registration statement on Form S-1 (File No. Unaudited Interim Financial Information The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiary. All intercompany accounts and transactions have been eliminated in consolidation. These interim accordance ("GAAP"). These audited consolidated for the fiscal year ended December 31, 2015 include are and in nature presentation Company's operations. Operating interim that may a full fiscal year. As such, the information included in this quarterly report on Form 10-Q should be read in conjunction with the Company’s audited consolidated financial statements included in the Company’s prospectus filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”), with the Securities and Exchange Commission on September 28, 2016 (the “Prospectus”). Discontinued Operations In April 2016, Fulgent LLC’s Operating Agreement was amended and restated to provide for the distribution of its wholly owned subsidiary, Fulgent Pharma LLC (“Fulgent Pharma”), in full redemption and cancellation of its former Class P preferred and common units (collectively, the “Class P units”). On April 4, 2016, the Company completed the split-off of Fulgent Pharma and the pharmaceutical business operated by Fulgent Pharma (the “Pharma business”) by redeeming all of the then-outstanding Class P units and distributing to each holder of Class P units substantially identical shares of Fulgent Pharma and causing Fulgent Pharma to assume all then-outstanding options to purchase Class P units. All Class P units were immediately cancelled upon redemption. T . The split-off of the Pharma business is presented as discontinued operations in the accompanying condensed consolidated financial statements for all periods presented. Significant asset and liability categories of the Pharma business are disclosed on the accompanying condensed consolidated balance sheet. Significant assets and liabilities of the discontinued operations consist of fixed assets and accounts payable. The major components of statements of operations data comprising the income (loss) on discontinued operations are as follows: Three Months Ended Nine Months Ended September 30, September 30, 2016 2015 2016 2015 Operating expenses: Research and development $ - $ 732 $ 350 $ 1,220 General and administrative - 89 9 900 Total operating expenses - 821 359 2,120 Operating Income (loss) - (821 ) (359 ) (2,120 ) Interest and other income (expense) - - 400 (1 ) Income (loss) $ - $ (821 ) $ 41 $ (2,121 ) |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2. Summary of Significant Accounting Policies See the summary Company’s significant accounting policies set forth in the notes to its consolidated year ended December 31, 2015, which are included in the Prospectus. Except as described below, no such policies materially changed during the nine months ended September 30, 2016. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenue and expenses during the reported periods. These estimates, judgments and assumptions are based on historical data and experience available at the date of the accompanying condensed consolidated financial statements, as well as various other factors that management believes to be reasonable under the circumstances. Actual results could differ from these estimates. Significant items subject to such estimates and assumptions include revenue recognition criteria, the fair value of equity-based awards, accounts receivable and allowances for doubtful accounts, the useful lives of fixed assets and estimates of tax liabilities. Reporting Segment and Geographic Information Reporting segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision-maker in making decisions regarding resource allocation and assessing performance. The Company’s chief operating decision maker is its CEO. The Company views its operations and manages its business in one reporting segment. Income Taxes Income taxes are accounted for under the asset and liability method. The Company provides for federal, state and foreign income taxes currently payable, as well as for those deferred due to timing differences between reporting income and expenses for financial statement purposes versus tax purposes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in income tax rates is recognized as income or expense in the period that includes the enactment date. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. For those income tax positions where it is not more likely than not that a tax benefit will be sustained, the Company does not recognize a tax benefit in the financial statements. The Company records interest and penalties related to uncertain tax positions, if applicable, as a component of income tax expense. Prior to the Reorganization, Fulgent LLC was organized as a limited liability company and its members elected to have Fulgent LLC treated as a partnership for income tax purposes. All taxable income or loss and tax credits generally were reflected in the personal income tax returns of the Fulgent LLC’s members. Accordingly, no provision for federal and state income taxes was provided in the accompanying consolidated financial statements prior to the Reorganization. Pursuant to the Reorganization, the Company is a taxable entity. The change in tax status resulted in the recognition of a deferred tax asset in the amount of $86 and a deferred tax liability in the amount of $503 representing the initial temporary differences at the time of the change in status. The most significant components of the deferred tax asset and liability were the result of differences in book and tax depreciation and equity-based compensation. Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers The FASB continues to address certain implementation issues and clarify certain core revenue recognition principles of ASU 2014-09. In July 2015, the FASB voted to delay the effective date of this standard such that ASU 2014-09, as amended, will be effective for the Company of the standard for annual periods beginning after December 15, 2016 The Company is evaluating its In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”), which addresses certain aspects of recognition, measurement, presentation, and disclosure of financial instruments, including a provision that requires equity investments (except for investments accounted for under the equity method of accounting) to be measured at fair value, with changes in fair value recognized in current earnings. ASU 2016-01 is effective for the Company in the first quarter of 2018, with early adoption permitted. The Company is currently evaluating the effect that ASU 2016-01 will have on its consolidated financial statements and related disclosures. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) The update is aimed at making leasing activities more transparent and comparable, and requires substantially all leases be recognized by lessees on their balance sheet as corresponding , including leases currently accounted for as operating leases. This guidance will become effective for interim and annual reporting periods beginning with the year ending December 31, 2019. The Company is currently evaluating the impact that the adoption of this guidance will have on its consolidated financial statements and related disclosures. In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows. The standard clarifies the way certain cash receipts and cash payments The standard is effective for fiscal . |
Income (Loss) Per Share
Income (Loss) Per Share | 9 Months Ended |
Sep. 30, 2016 | |
Earnings Per Share [Abstract] | |
Income (Loss) per Share | Note 3. Income (Loss) per Share The income (loss) per share for the periods ended September 30, 2016 were computed as if the Reorganization, including the exchange of 1 share of common stock for every 7.6 Fulgent LLC unit had occurred on January 1, 2016. Income (loss) per share prior to the October 2015 Recapitalization is not presented. The following table presents the calculation of basic and diluted income (loss) per share for the three and nine months ended September 30, 2016: Three Months Ended Nine Months Ended Continuing Operations Discontinued Operations Total Continuing Operations Discontinued Operations Total Income (loss) $ (1,107 ) $ 0 $ (1,107 ) $ (6,201 ) $ 41 $ (6,160 ) Deemed dividend on redemption of Class D-1 preferred unit $ 0 $ (3,727 ) $ (3,727 ) Distribution to Class D-1 preferred unitholder $ (4,592 ) $ (4,592 ) $ (4,592 ) $ (4,592 ) Income (loss) allocable to common shareholders $ (5,699 ) $ 0 $ (5,699 ) $ (14,520 ) $ 41 $ (14,479 ) Income (loss) allocated to common shareholders $ (5,699 ) $ (14,520 ) Income (loss) allocated to Class P common units 18 Income (loss) allocated to Class P preferred units 23 Weighted-average common shares—outstanding, basic and diluted 12,846 — 12,455 — Weighted-average Class P common units outstanding, basic and diluted — — — 13,522 Weighted-average Class P preferred units outstanding, basic and diluted — — — 17,682 Income (loss) per common share from continuing operations, basic and diluted $ (0.44 ) — $ (1.17 ) — Income per Class P common unit, basic and diluted — — — — Income per Class P preferred unit, basic and diluted — — — — On April 4, 2016, Fulgent LLC completed the split-off of the Pharma business. The financial condition and results of the Pharma business are included in the accompanying condensed consolidated financial statements as discontinued operations for all periods presented, and the weighted -average Class P units related to the Pharma business were computed through the separation date of April 4, 2016. The following securities income all periods their effect would have been Three Months Ended Nine Months Ended Continuing Operations Discontinued Operations Continuing Operations Discontinued Operations Common share options 591 — 591 — Common share restricted stock units 66 66 Class P common unit options — — — 1,810 The anti-dilutive shares disclosed above were calculated using the treasury stock method. During the three and nine month periods ended September 30, 2016, the Company had common share options and restricted units that were excluded from the weighted average share calculation for continuing operations due to the Company’s net loss positions. During the nine month period ended September 30, 2016, the Company had Class P common unit options that were excluded from the weighted average share calculation for discontinued operations as the shares were determined to be anti-dilutive using the treasury method. |
Fixed Assets
Fixed Assets | 9 Months Ended |
Sep. 30, 2016 | |
Property Plant And Equipment [Abstract] | |
Fixed Assets | Note 4. Fixed Assets Major classes of fixed assets were as follows: Useful Lives September 30, 2016 December 31, 2015 Computer hardware 3 Years $ 1,003 $ 601 Computer software 3 Years 318 176 Machinery and equipment 5 Years 177 210 Medical lab equipment 5 Years 4,678 2,016 General equipment 3 Years 59 59 Furniture and fixtures 5 Years 86 51 Leasehold improvements Shorter of lease term or estimated useful life 485 256 Sub-Total $ 6,806 $ 3,369 Accumulated depreciation (1,628 ) (900 ) $ 5,178 $ 2,469 Depreciation expense on fixed assets totaled $304 and $171 in the three months ended September 30, 2016 and 2015, respectively. Depreciation expense on fixed assets totaled $750 and $385 in the nine months ended September 30, 2016 and 2015, respectively. |
Other Current Assets
Other Current Assets | 9 Months Ended |
Sep. 30, 2016 | |
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract] | |
Other Current Assets | Note 5. Other Current Assets Other current assets consisted of the following: September 30, 2016 December 31, 2015 Deferred initial public offering costs $ 4,169 $ — Reagents 525 212 Prepaid expenses 183 65 Payroll tax refund 6 37 Total $ 4,883 $ 314 Reagents are used for DNA sequencing applications in the Company’s DNA sequencing equipment. |
Other Current Liabilities
Other Current Liabilities | 9 Months Ended |
Sep. 30, 2016 | |
Other Liabilities Disclosure [Abstract] | |
Other Current Liabilities | Note 6. Other Current Liabilities The Company has accrued tax distributions of $1.3 million to the former LLC members as of September 30, 2016 based on the income tax liabilities of such former members attributable to Fulgent LLC’s 2016 net taxable income through the date of the Reorganization, as determined by the Manager in accordance with the Third Amended and Restated Operating Agreement for Fulgent LLC, and presented such in Other Current Liabilities on the accompanying condensed consolidated balance sheet. |
Reporting Segment and Geographi
Reporting Segment and Geographic Information | 9 Months Ended |
Sep. 30, 2016 | |
Segment Reporting [Abstract] | |
Reporting Segment and Geographic Information | Note 7. Reporting Segment and Geographic Information The Company views its operations and manages its business in one reporting segment. All long-lived assets are located in the United States. Revenue by region was as follows: For the Three Months Ended September 30, For the Nine Months Ended September 30, 2016 2015 2016 2015 Revenue: United States $ 2,147 $ 1,559 $ 6,283 $ 3,500 Foreign: Canada 937 801 2,676 2,176 China 1,148 1,148 Other Countries 779 545 2,315 999 $ 5,011 $ 2,905 $ 12,422 $ 6,675 |
Major Customers and Accounts Re
Major Customers and Accounts Receivable | 9 Months Ended |
Sep. 30, 2016 | |
Risks And Uncertainties [Abstract] | |
Major Customers and Accounts Receivable | Note 8. Major Customers and Accounts Receivable The Company had a customer whose revenue individually represented 10% or more of the Company’s total revenue, or whose accounts receivable balance individually represented 10% or more of the Company’s total accounts receivable, as follows: For the three months ended September 30, 2016 and 2015, one customer accounted for 23% and zero of revenue, respectively. For the nine months ended September 30, 2016 and 2015, the Company did not have a customer whose revenue individually represented 10% or more of the Company’s total revenue. At September 30, 2016, one customer accounted for 26% of the Company’s total accounts receivable. At December 31, 2015, there were no customers that accounted for 10% or more of the Company’s total accounts receivable. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2016 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 9. Commitments and Contingencies Operating Leases The Company has commitments under non-cancelable operating leases of varying terms and duration for its headquarters located in Temple City, California, which is comprised of various corporate offices and a laboratory certified under the Clinical Laboratory Improvement Amendments of 1988 (“CLIA”), accredited by the College of American Pathologists (“CAP”) and licensed by the State of California Department of Public Health (“CA DPH”). Rent expense for the three months ended September 30, 2016 and 2015 was $55 and $47, respectively. Contingencies From time to time, the Company may be subject to legal proceedings and claims arising in the ordinary course of business. Management does not believe that the outcome of any of these matters will have a material effect on the Company’s consolidated financial position, results of operations or cash flows. |
Members' _ Stockholders' Equity
Members' / Stockholders' Equity | 9 Months Ended |
Sep. 30, 2016 | |
Equity [Abstract] | |
Members’ / Stockholders' Equity | Note 10. Members’ / Stockholders' Equity Reorganization Upon completion of the Reorganization on September 30, 2016, all of Fulgent LLC’s outstanding units were cancelled in exchange for shares of the Company’s common stock, at a ratio of 7.6 units of Fulgent LLC cancelled for each one share of the Company’s common stock. The following is a summary of the units of Fulgent LLC that were cancelled in exchange for shares of the Company’s common stock: Pre -Reorganization Class D-1 preferred units 51,382 Class D-2 preferred units 15,395 Class D common units 2,500 Class D common units — profit interests 28,355 97,632 The units set forth in the table above were cancelled in exchange for an aggregate of the Company’s accompanying condensed consolidated Certificate of Incorporation In accordance with the Company’s certificate of incorporation, the Company is authorized to issue 200,000 shares of common stock, with a par value of $0.0001 per share, and 1,000 shares of preferred stock, with a par value of $0.0001 per share. Holders of the Company’s common stock are entitled to one vote for each share held on all matters submitted to a vote of its stockholders. Holders of the Company’s common stock have no cumulative voting rights. Further, as of September 30, 2016, holders of the Company’s common stock have no preemptive, conversion, redemption or subscription rights and there are no sinking fund provisions applicable to the Company’s common stock. Upon liquidation, dissolution or winding-up of the Company, holders of the Company’s common stock are entitled to share ratably in all assets remaining after payment of all liabilities and the liquidation preferences of any outstanding shares of preferred stock. Subject to preferences that may be applicable to any outstanding shares of preferred stock, holders of the Company’s common stock are entitled to receive dividends, if any, as may be declared from time to time by the Company’s board of directors. As of September 30, 2016, there were no outstanding shares of preferred stock. Distributions The Company has accrued a tax distribution to Class D common and preferred unitholders as of September 30, 2016 in the amount of $1.3 million. The amount was based on income allocable to the LLC up to the Reorganization date. In addition, in September 2016, the Company distributed $4.6 million to Mr. Hsieh in his capacity as a member of Fulgent LLC as a . |
Equity-Based Compensation
Equity-Based Compensation | 9 Months Ended |
Sep. 30, 2016 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Equity-Based Compensation | Note 11. Equity-Based Compensation Equity-based compensation expense to employees is measured based on the fair value of the awards on the grant date and recognized in the Company’s consolidated statements of operations over the period during which the employee is required to perform services in exchange for the award (generally the vesting period of the award). Compensation expense for awards with both a service and performance condition is recognized over the period required to achieve both conditions using the accelerated attribution method. The Company estimates the fair value of stock options using the Black-Scholes option valuation model. The Company measures the fair value of RSUs based on the fair value of the underlying shares on the date of grant. For awards of Fulgent LLC units subject to a profits interest threshold, the fair value is measured using the Black-Scholes option valuation model. Prior to the Reorganization, the Company’s employees and other service providers were granted awards under the Fulgent Therapeutics LLC Amended and Restated 2015 Equity Incentive Plan (the “ 2015 Plan ”), which provided for the issuance of equity-based awards to eligible employees, directors and consultants. These awards generally consisted of options, restricted share units and units subject to a profits interest threshold. Options granted under the 2015 Plan typically vested over four years and expired 10 years from the date of grant, and were not exercisable, whether or not vested, until the earlier of a liquidity event or incorporation, each as defined in the 2015 Plan. Because the options were subject to both a service condition (as set forth in their vesting schedules) and a performance condition (the occurrence of a qualifying liquidity event or incorporation ), no equity-based compensation expense was recognized for these options until the performance condition was deemed to have been satisfied. Restricted share units granted under the 2015 Plan typically vested over four years. Awards of units subject to profits interest thresholds were typically fully vested at the date of grant. In connection with the Reorganization, the Company approved its 2016 Omnibus Incentive Plan (the “2016 Plan”), which provides for the issuance of up to an aggregate of 2,038 shares of the Company’s common stock pursuant to awards granted to eligible employees, directors and consultants. Terms regarding vesting period and contractual life of the 2016 Plan have not significantly changed from the terms of the 2015 Plan. the effective time of the Reorganization • The 2015 Plan was terminated and no additional awards will be granted thereunder. • Each outstanding option to purchase 7.6 Class D common units of Fulgent LLC was cancelled in exchange for an equivalent option granted under the 2016 • Each outstanding restricted share unit relating to 7.6 Class D common units of Fulgent LLC was cancelled in exchange for an equivalent RSU granted under the 2016 Plan relating to one share of its common stock. The new RSUs are subject to the same vesting schedule and other material terms and conditions as the cancelled restricted share units. Equity-based compensation expense for RSUs is recognized ratably over the requisite vesting period of the awards. • Pursuant to the determination of the Manager of Fulgent LLC, the participation thresholds applicable to all Class D common units that constituted profits interests (i) were ignored and not applied in calculating the number of shares of the Company’s common stock that were issued in exchange for such units in the Reorganization, and (ii) did not carry over to such shares of the Company’s common stock. As a result, the holders of Fulgent LLC’s Class D common units that constituted profits interests received shares of the Company’s common stock in the Reorganization at the same ratio, 7.6-to-one, as the holders of Fulgent LLC’s Class D common units that were not subject to profits interest thresholds. Ignoring all profits interest thresholds upon the modification of the Class D common units that constitute profits interests into shares of the Company’s common stock resulted in a equity-based compensation expense of $1,353 that the Company recorded during the period in which the Reorganization occurred. The following table summarizes the Company’s three and accompanying condensed consolidated For the Three Months Ended September 30, 2016 For the Nine Months Ended September 30, 2016 Cost of revenue $ 586 $ 586 Research and development 959 959 Selling and marketing 396 396 General and administrative 552 2,178 Total $ 2,493 $ 4,119 Award Activity Option Awards The following table summarizes activity for options to acquire common shares nine months ended September 30, 2016: Number of Shares Subject to Options Weighted- Average Exercise Price Per Share Weighted- Average Remaining Contractual Life (in years) Aggregate Intrinsic Value Outstanding as of December 31, 2015 274 $ 0.38 $ 645 Granted 324 $ 1.18 Exercised — — Forfeited/canceled 7 $ 0.38 Outstanding as of September 30, 2016 591 $ 0.82 9.3 $ 5,034 Exercisable at September 30, 2016 80 $ 0.38 9.3 708 The number of shares subject to options and weighted average exercise price in the table above have been adjusted to show the effects of the Reorganization. The weighted-average grant date fair value of options to acquire common shares granted in the nine months ended September 30, 2016 was $6.98. As of September 30, 2016, the remaining unrecognized compensation expense of $2.0 million related to these options is expected to be recognized over a weighted-average period of 3.1 years. Share and Restricted Stock Unit Awards The following table shows grants of share awards and grants of restricted stock units during the nine months ended September 30, 2016: Employee Shares 328,947 Restricted Stock Units 65,789 The common shares issued in the nine months ended September 30, 2016 were related to one award granted to an employee in January 2016, and recorded based on the estimated fair value of common shares on the grant date which resulted in equity-based compensation expense of $1.6 million. These shares were granted outside of the Plan, were immediately vested and are not subject to a profits interest threshold. The restricted stock units issued in the nine months ended September 30, 2016 are recorded based on the fair value of common shares on the grant date which resulted in equity-based compensation expense of $770 to be recognized over four years. As of September 30, 2016, $27 has been recognized and the remaining unrecognized compensation expense of $743 related to these restricted stock units is expected to be recognized over a weighted-average period of 3.9 years. Fair Value Assumptions Option Awards to Employees The following table sets forth weighted-average assumptions used to estimate the fair value of options to acquire common shares granted to employees during the nine months ended September 30, 2016: Expected term (in years) 6.1 Risk-free interest rates 1.4 % Dividend yield 0 Expected volatility 95.6 % These assumptions and estimates are as follows: • Expected Term. The expected term represents the period that our equity-based awards are expected to be outstanding. We determine the expected term assumption based on the vesting terms, exercise terms and contractual terms of the options. • Risk-Free Interest Rate. The Company determines the risk-free interest rate by using the equivalent to the expected term based on the U.S. Treasury yield curve in effect as of the date of grant. • Dividend Yield. The assumed dividend yield is based on the Company’s expectation that it will not pay dividends in the foreseeable future, which is consistent with its history of not paying dividends. • Expected Volatility. The Company does not have sufficient history to estimate the volatility of the price of its common stock or the expected term of its options. The Company calculates expected volatility based on historical volatility data of a representative group of companies that are publicly traded. The Company selected representative companies with comparable characteristics to it, including risk profiles and position within the industry, and with historical equity price information sufficient to meet the expected term of the equity-based awards. The Company computes the historical volatility of this selected group using the daily closing prices for the selected companies’ equity during the equivalent period of the calculated expected term of its equity-based awards. The Company will continue to use the representative group volatility information until the historical volatility of its equity is relevant to measure expected volatility for future option grants. • Forfeiture Rate. The Company has early adopted Accounting Standards Update No. 2016-09, Stock Compensation (Topic 718); Improvements to Employee Share-Based Payment Accounting, and has elected to account for forfeitures as they occur. Option Awards to Non-Employees Equity-based compensation expense related to options granted to non-employees is recognized as the options are earned. The fair value of the options is more reliably measurable than the fair value of the services received. The fair value of non-employee options is calculated at each reporting date, using the Black-Scholes option-pricing model, until the award vests or there is a substantial incentive for the non-employee not to perform the required services. The following table sets forth the weighted-average assumptions used to estimate the fair value of options to acquire common shares granted to non-employees during the nine months ended September 30, 2016: Expected term (in years) 10 Risk-free interest rates 1.6 % Dividend yield 0 Expected volatility 96.9 % |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 12. Income Taxes Income tax expense consists of federal and state income taxes. A deferred tax liability is recognized for all taxable temporary differences, and a deferred tax asset is recognized for all deductible temporary differences, operating losses and tax credit carryforwards. 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. Upon completion of the Reorganization, for tax purposes between book and tax, primarily Reorganization as it took place on the last day of quarter. Operational results attributed to that one day were deemed insignificant |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 13. Subsequent Events Initial Public Offering On October 4, 2016, completed , in which issued and sold shares of common stock at a public offering price of $9.00 per share. received net proceeds of after deducting underwriting discounts and commissions of $3,043 and other offering expenses |
Summary of Significant Accoun22
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenue and expenses during the reported periods. These estimates, judgments and assumptions are based on historical data and experience available at the date of the accompanying condensed consolidated financial statements, as well as various other factors that management believes to be reasonable under the circumstances. Actual results could differ from these estimates. Significant items subject to such estimates and assumptions include revenue recognition criteria, the fair value of equity-based awards, accounts receivable and allowances for doubtful accounts, the useful lives of fixed assets and estimates of tax liabilities. |
Reporting Segment and Geographic Information | Reporting Segment and Geographic Information Reporting segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision-maker in making decisions regarding resource allocation and assessing performance. The Company’s chief operating decision maker is its CEO. The Company views its operations and manages its business in one reporting segment. |
Income Taxes | Income Taxes Income taxes are accounted for under the asset and liability method. The Company provides for federal, state and foreign income taxes currently payable, as well as for those deferred due to timing differences between reporting income and expenses for financial statement purposes versus tax purposes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in income tax rates is recognized as income or expense in the period that includes the enactment date. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. For those income tax positions where it is not more likely than not that a tax benefit will be sustained, the Company does not recognize a tax benefit in the financial statements. The Company records interest and penalties related to uncertain tax positions, if applicable, as a component of income tax expense. Prior to the Reorganization, Fulgent LLC was organized as a limited liability company and its members elected to have Fulgent LLC treated as a partnership for income tax purposes. All taxable income or loss and tax credits generally were reflected in the personal income tax returns of the Fulgent LLC’s members. Accordingly, no provision for federal and state income taxes was provided in the accompanying consolidated financial statements prior to the Reorganization. Pursuant to the Reorganization, the Company is a taxable entity. The change in tax status resulted in the recognition of a deferred tax asset in the amount of $86 and a deferred tax liability in the amount of $503 representing the initial temporary differences at the time of the change in status. The most significant components of the deferred tax asset and liability were the result of differences in book and tax depreciation and equity-based compensation. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers The FASB continues to address certain implementation issues and clarify certain core revenue recognition principles of ASU 2014-09. In July 2015, the FASB voted to delay the effective date of this standard such that ASU 2014-09, as amended, will be effective for the Company of the standard for annual periods beginning after December 15, 2016 The Company is evaluating its In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”), which addresses certain aspects of recognition, measurement, presentation, and disclosure of financial instruments, including a provision that requires equity investments (except for investments accounted for under the equity method of accounting) to be measured at fair value, with changes in fair value recognized in current earnings. ASU 2016-01 is effective for the Company in the first quarter of 2018, with early adoption permitted. The Company is currently evaluating the effect that ASU 2016-01 will have on its consolidated financial statements and related disclosures. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) The update is aimed at making leasing activities more transparent and comparable, and requires substantially all leases be recognized by lessees on their balance sheet as corresponding , including leases currently accounted for as operating leases. This guidance will become effective for interim and annual reporting periods beginning with the year ending December 31, 2019. The Company is currently evaluating the impact that the adoption of this guidance will have on its consolidated financial statements and related disclosures. In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows. The standard clarifies the way certain cash receipts and cash payments The standard is effective for fiscal . |
Overview and Basis of Present23
Overview and Basis of Presentation (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Major Components of Statements of Operations Data Comprising Income (Loss) on Discontinued Operations | The major components of statements of operations data comprising the income (loss) on discontinued operations are as follows: Three Months Ended Nine Months Ended September 30, September 30, 2016 2015 2016 2015 Operating expenses: Research and development $ - $ 732 $ 350 $ 1,220 General and administrative - 89 9 900 Total operating expenses - 821 359 2,120 Operating Income (loss) - (821 ) (359 ) (2,120 ) Interest and other income (expense) - - 400 (1 ) Income (loss) $ - $ (821 ) $ 41 $ (2,121 ) |
Income (Loss) Per Share (Tables
Income (Loss) Per Share (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Earnings Per Share [Abstract] | |
Calculation of Basic and Diluted Income (Loss) Per Share | The income (loss) per share for the periods ended September 30, 2016 were computed as if the Reorganization, including the exchange of 1 share of common stock for every 7.6 Fulgent LLC unit had occurred on January 1, 2016. Income (loss) per share prior to the October 2015 Recapitalization is not presented. The following table presents the calculation of basic and diluted income (loss) per share for the three and nine months ended September 30, 2016: Three Months Ended Nine Months Ended Continuing Operations Discontinued Operations Total Continuing Operations Discontinued Operations Total Income (loss) $ (1,107 ) $ 0 $ (1,107 ) $ (6,201 ) $ 41 $ (6,160 ) Deemed dividend on redemption of Class D-1 preferred unit $ 0 $ (3,727 ) $ (3,727 ) Distribution to Class D-1 preferred unitholder $ (4,592 ) $ (4,592 ) $ (4,592 ) $ (4,592 ) Income (loss) allocable to common shareholders $ (5,699 ) $ 0 $ (5,699 ) $ (14,520 ) $ 41 $ (14,479 ) Income (loss) allocated to common shareholders $ (5,699 ) $ (14,520 ) Income (loss) allocated to Class P common units 18 Income (loss) allocated to Class P preferred units 23 Weighted-average common shares—outstanding, basic and diluted 12,846 — 12,455 — Weighted-average Class P common units outstanding, basic and diluted — — — 13,522 Weighted-average Class P preferred units outstanding, basic and diluted — — — 17,682 Income (loss) per common share from continuing operations, basic and diluted $ (0.44 ) — $ (1.17 ) — Income per Class P common unit, basic and diluted — — — — Income per Class P preferred unit, basic and diluted — — — — |
Anti-dilutive Securities Excluded from Calculation of Diluted Income (Loss) Per Share | The following securities income all periods their effect would have been Three Months Ended Nine Months Ended Continuing Operations Discontinued Operations Continuing Operations Discontinued Operations Common share options 591 — 591 — Common share restricted stock units 66 66 Class P common unit options — — — 1,810 |
Fixed Assets (Tables)
Fixed Assets (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Property Plant And Equipment [Abstract] | |
Major Classes of Fixed Assets | Major classes of fixed assets were as follows: Useful Lives September 30, 2016 December 31, 2015 Computer hardware 3 Years $ 1,003 $ 601 Computer software 3 Years 318 176 Machinery and equipment 5 Years 177 210 Medical lab equipment 5 Years 4,678 2,016 General equipment 3 Years 59 59 Furniture and fixtures 5 Years 86 51 Leasehold improvements Shorter of lease term or estimated useful life 485 256 Sub-Total $ 6,806 $ 3,369 Accumulated depreciation (1,628 ) (900 ) $ 5,178 $ 2,469 |
Other Current Assets (Tables)
Other Current Assets (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract] | |
Schedule of Other Current Assets | Other current assets consisted of the following: September 30, 2016 December 31, 2015 Deferred initial public offering costs $ 4,169 $ — Reagents 525 212 Prepaid expenses 183 65 Payroll tax refund 6 37 Total $ 4,883 $ 314 |
Reporting Segment and Geograp27
Reporting Segment and Geographic Information (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Segment Reporting [Abstract] | |
Summary of Revenue by Geographic Region | Revenue by region was as follows: For the Three Months Ended September 30, For the Nine Months Ended September 30, 2016 2015 2016 2015 Revenue: United States $ 2,147 $ 1,559 $ 6,283 $ 3,500 Foreign: Canada 937 801 2,676 2,176 China 1,148 1,148 Other Countries 779 545 2,315 999 $ 5,011 $ 2,905 $ 12,422 $ 6,675 |
Members' _ Stockholders' Equi28
Members' / Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Equity [Abstract] | |
Summary of Units of Fulgent LLC Cancelled in Exchange for Shares of Common Stock | The following is a summary of the units of Fulgent LLC that were cancelled in exchange for shares of the Company’s common stock: Pre -Reorganization Class D-1 preferred units 51,382 Class D-2 preferred units 15,395 Class D common units 2,500 Class D common units — profit interests 28,355 97,632 |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Equity-Based Compensation | The following table summarizes the Company’s three and accompanying condensed consolidated For the Three Months Ended September 30, 2016 For the Nine Months Ended September 30, 2016 Cost of revenue $ 586 $ 586 Research and development 959 959 Selling and marketing 396 396 General and administrative 552 2,178 Total $ 2,493 $ 4,119 |
Summary of Activity for Options to Acquire Common Shares | The following table summarizes activity for options to acquire common shares nine months ended September 30, 2016: Number of Shares Subject to Options Weighted- Average Exercise Price Per Share Weighted- Average Remaining Contractual Life (in years) Aggregate Intrinsic Value Outstanding as of December 31, 2015 274 $ 0.38 $ 645 Granted 324 $ 1.18 Exercised — — Forfeited/canceled 7 $ 0.38 Outstanding as of September 30, 2016 591 $ 0.82 9.3 $ 5,034 Exercisable at September 30, 2016 80 $ 0.38 9.3 708 |
Summary of Grants of Share Awards and Grants of Restricted Stock Units | The following table shows grants of share awards and grants of restricted stock units during the nine months ended September 30, 2016: Employee Shares 328,947 Restricted Stock Units 65,789 |
Summary of Weighted-Average Assumptions Used to Estimate Fair Value of Options to Acquire Common Shares | The following table sets forth weighted-average assumptions used to estimate the fair value of options to acquire common shares granted to employees during the nine months ended September 30, 2016: Expected term (in years) 6.1 Risk-free interest rates 1.4 % Dividend yield 0 Expected volatility 95.6 % |
Summary of Weighted-Average Assumptions Used to Estimate Fair Value of Options to Acquire Common Shares Granted to Non-Employees | The following table sets forth the weighted-average assumptions used to estimate the fair value of options to acquire common shares granted to non-employees during the nine months ended September 30, 2016: Expected term (in years) 10 Risk-free interest rates 1.6 % Dividend yield 0 Expected volatility 96.9 % |
Overview and Basis of Present30
Overview and Basis of Presentation - Additional Information (Details) - USD ($) | Oct. 07, 2016 | Oct. 04, 2016 | Sep. 30, 2016 |
Description Of Business And Basis Of Presentation [Line Items] | |||
Place of incorporation | Delaware | ||
Date of incorporation | May 13, 2016 | ||
Date of corporate name change | Aug. 2, 2016 | ||
Subsequent Event | Common Stock | IPO | |||
Description Of Business And Basis Of Presentation [Line Items] | |||
Stock issued and sold (in shares) | 4,830,000 | ||
Stock price per share | $ 9 | ||
Proceeds from issuance of shares | $ 36,258,000 | ||
Underwriting discounts and commissions | 3,043,000 | ||
Other offering expenses | $ 4,169,000 | ||
Subsequent Event | Common Stock | Over Allotment Option | |||
Description Of Business And Basis Of Presentation [Line Items] | |||
Stock issued and sold (in shares) | 630,000 | ||
Fulgent Therapeutics LLC | |||
Description Of Business And Basis Of Presentation [Line Items] | |||
Ownership percentage in subsidiary | 100.00% | ||
Date of reorganization | Sep. 30, 2016 | ||
Units cancelled in exchange for one share of common stock | 7.6 | ||
Share of common stock exchanged for seven point six units | 1 | ||
Gain (loss) on reorganization | $ 0 | ||
Fulgent Therapeutics LLC | Maximum | |||
Description Of Business And Basis Of Presentation [Line Items] | |||
Options to acquire units cancelled in exchange for company’s common stock | 591,112,000 | ||
Fulgent Therapeutics LLC | Restricted Stock Units (RSUs) | |||
Description Of Business And Basis Of Presentation [Line Items] | |||
Units cancelled in exchange for restricted stock units relating to company’s common stock | 65,789,000 | ||
Fulgent Therapeutics LLC | Class D-1 Preferred Units | |||
Description Of Business And Basis Of Presentation [Line Items] | |||
Number of common stock shares exchanged for cancelled units | 6,761,000 | ||
Fulgent Therapeutics LLC | Class D-2 Preferred Units | |||
Description Of Business And Basis Of Presentation [Line Items] | |||
Number of common stock shares exchanged for cancelled units | 2,026,000 | ||
Fulgent Therapeutics LLC | Class D Common Units | |||
Description Of Business And Basis Of Presentation [Line Items] | |||
Number of common stock shares exchanged for cancelled units | 4,060,000 |
Overview and Basis of Present31
Overview and Basis of Presentation - Major Components of Statements of Operations Data Comprising Income (Loss) on Discontinued Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Operating expenses: | |||
Research and development | $ 732 | $ 350 | $ 1,220 |
General and administrative | 89 | 9 | 900 |
Total operating expenses | 821 | 359 | 2,120 |
Operating Income (loss) | (821) | (359) | (2,120) |
Interest and other income (expense) | 400 | (1) | |
Income (loss) | $ (821) | $ 41 | $ (2,121) |
Summary of Significant Accoun32
Summary of Significant Accounting Policies - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2016USD ($)Segment | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Number of reporting segments | Segment | 1 |
Federal and state tax expense (benefit) prior to reorganization. | $ 0 |
Deferred tax liability | 503,000 |
Deferred tax asset | $ 86,000 |
Income (Loss) Per Share - Addit
Income (Loss) Per Share - Additional Information (Details) - Fulgent Therapeutics LLC | 9 Months Ended |
Sep. 30, 2016shares | |
Earnings Per Share Basic And Diluted [Line Items] | |
Units cancelled in exchange for one share of common stock | 7.6 |
Share of common stock exchanged for seven point six units | 1 |
Income (Loss) Per Share - Calcu
Income (Loss) Per Share - Calculation of Basic and Diluted Income (Loss) Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |||
Earnings Per Share Basic And Diluted [Line Items] | ||||||
Income (loss), continuing operations | $ (1,107) | $ 1,180 | $ (6,201) | $ 2,352 | ||
Continuing operations—common stock | $ (0.44) | $ 0 | [1] | $ (1.17) | $ 0 | [1] |
Income (loss) from discontinued operations | $ 0 | $ (821) | $ 41 | $ (2,121) | ||
Income (loss) | (1,107) | $ 359 | (6,160) | $ 231 | ||
Income (loss) allocable to common shareholders | $ (5,699) | $ (14,479) | ||||
Weighted-average common shares—outstanding—basic and diluted | 12,846 | 0 | 12,455 | 0 | ||
Continuing Operations | ||||||
Earnings Per Share Basic And Diluted [Line Items] | ||||||
Income (loss) allocable to common shareholders | $ (5,699) | $ (14,520) | ||||
Income (loss) allocated to common shareholders | $ (5,699) | $ (14,520) | ||||
Weighted-average common shares—outstanding—basic and diluted | 12,846 | 12,455 | ||||
Income (loss) per common share from continuing operations, basic and diluted | $ (0.44) | $ (1.17) | ||||
Discontinued Operations | ||||||
Earnings Per Share Basic And Diluted [Line Items] | ||||||
Income (loss) allocable to common shareholders | $ 0 | $ 41 | ||||
Class P Common Units | Discontinued Operations | ||||||
Earnings Per Share Basic And Diluted [Line Items] | ||||||
Income (loss) allocated to common units | $ 18 | |||||
Weighted-average common shares—outstanding—basic and diluted | 13,522 | |||||
Class P Preferred Units | Discontinued Operations | ||||||
Earnings Per Share Basic And Diluted [Line Items] | ||||||
Income (loss) allocated to preferred units | $ 23 | |||||
Weighted-average common shares—outstanding—basic and diluted | 17,682 | |||||
Class D-1 Preferred Units | ||||||
Earnings Per Share Basic And Diluted [Line Items] | ||||||
Deemed dividend on redemption of Class D-1 preferred unit | 0 | $ (3,727) | ||||
Distribution to Class D-1 preferred unitholder | (4,592) | (4,592) | ||||
Class D-1 Preferred Units | Continuing Operations | ||||||
Earnings Per Share Basic And Diluted [Line Items] | ||||||
Deemed dividend on redemption of Class D-1 preferred unit | (3,727) | |||||
Distribution to Class D-1 preferred unitholder | $ (4,592) | $ (4,592) | ||||
[1] | Basic and diluted income (loss) per common share was calculated prospectively from the date the Class D common units were issued in the October 2015 Recapitalization. |
Income (Loss) Per Share - Anti-
Income (Loss) Per Share - Anti-dilutive Securities Excluded from Calculation of Diluted Income (Loss) Per Share (Details) - shares shares in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2016 | Sep. 30, 2016 | |
Common Share | Options | Continuing Operations | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from continuing operations of diluted income (loss) per share | 591 | 591 |
Common Share | Restricted Stock Units | Continuing Operations | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from continuing operations of diluted income (loss) per share | 66 | 66 |
Class P Common Units | Discontinued Operations | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from continuing operations of diluted income (loss) per share | 1,810 |
Fixed Assets - Major Classes of
Fixed Assets - Major Classes of Fixed Assets (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Dec. 31, 2015 | |
Property Plant And Equipment [Line Items] | ||
Fixed assets, gross | $ 6,806 | $ 3,369 |
Accumulated depreciation | (1,628) | (900) |
Fixed assets, net | 5,178 | 2,469 |
Computer hardware | ||
Property Plant And Equipment [Line Items] | ||
Fixed assets, gross | $ 1,003 | 601 |
Useful life in years | 3 years | |
Computer software | ||
Property Plant And Equipment [Line Items] | ||
Fixed assets, gross | $ 318 | 176 |
Useful life in years | 3 years | |
Machinery and equipment | ||
Property Plant And Equipment [Line Items] | ||
Fixed assets, gross | $ 177 | 210 |
Useful life in years | 5 years | |
Medical lab equipment | ||
Property Plant And Equipment [Line Items] | ||
Fixed assets, gross | $ 4,678 | 2,016 |
Useful life in years | 5 years | |
General equipment | ||
Property Plant And Equipment [Line Items] | ||
Fixed assets, gross | $ 59 | 59 |
Useful life in years | 3 years | |
Furniture and fixtures | ||
Property Plant And Equipment [Line Items] | ||
Fixed assets, gross | $ 86 | 51 |
Useful life in years | 5 years | |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Fixed assets, gross | $ 485 | $ 256 |
Useful life in years | Shorter of lease term or estimated useful life |
Fixed Assets - Additional Infor
Fixed Assets - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Property Plant And Equipment [Abstract] | ||||
Depreciation expense on fixed assets | $ 304 | $ 171 | $ 750 | $ 385 |
Other Current Assets - Schedule
Other Current Assets - Schedule of Other Current Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract] | ||
Deferred initial public offering costs | $ 4,169 | |
Reagents | 525 | $ 212 |
Prepaid expenses | 183 | 65 |
Payroll tax refund | 6 | 37 |
Total | $ 4,883 | $ 314 |
Other Current Liabilities - Add
Other Current Liabilities - Additional Information (Details) $ in Millions | Sep. 30, 2016USD ($) |
Fulgent Therapeutics LLC | Other Current Liabilities | |
Other Current Liabilities [Line Items] | |
Accrued tax distributions | $ 1.3 |
Reporting Segment and Geograp40
Reporting Segment and Geographical Information - Additional Information (Details) | 9 Months Ended |
Sep. 30, 2016Segment | |
Segment Reporting [Abstract] | |
Number of reporting segments | 1 |
Reporting Segment and Geograp41
Reporting Segment and Geographical Information - Summary of Revenue by Geographic Region (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Segment Reporting Information [Line Items] | ||||
Revenue | $ 5,011 | $ 2,905 | $ 12,422 | $ 6,675 |
United States | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 2,147 | 1,559 | 6,283 | 3,500 |
Canada | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 937 | 801 | 2,676 | 2,176 |
China | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 1,148 | 1,148 | ||
Other Countries | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | $ 779 | $ 545 | $ 2,315 | $ 999 |
Major Customers and Accounts 42
Major Customers and Accounts Receivable - Additional information (Detail) - Customer Concentration Risk - Customer | Sep. 30, 2016 | Dec. 31, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 |
Revenue | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk, percentage | 23.00% | 0.00% | ||||
Number of customers | 1 | 1 | 0 | 0 | ||
Accounts Receivable | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk, percentage | 26.00% | |||||
Number of customers | 1 | 0 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Commitments And Contingencies Disclosure [Abstract] | ||||
Operating leases, rent expense | $ 55 | $ 47 | $ 179 | $ 115 |
Members' _ Stockholders' Equi44
Members' / Stockholders' Equity - Additional Information (Details) $ / shares in Units, $ in Millions | Sep. 30, 2016USD ($)Vote$ / sharesshares | Sep. 30, 2016USD ($)Vote$ / sharesshares | Sep. 30, 2016USD ($)Vote$ / sharesshares |
Class Of Stock [Line Items] | |||
Common stock, shares authorized | 200,000,000 | 200,000,000 | 200,000,000 |
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 |
Preferred stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, shares outstanding | 0 | 0 | 0 |
Return of capital contribution | $ | $ 4.6 | ||
Class D Common and Preferred Units | |||
Class Of Stock [Line Items] | |||
Tax distribution to former LLC members | $ | $ 1.3 | ||
Reorganization | Common Stock | |||
Class Of Stock [Line Items] | |||
Cancelled in exchange for common units | 12,846,000 | ||
Reorganization | Common Stock and Additional Paid-in Capital | |||
Class Of Stock [Line Items] | |||
Conversion of members' interests | $ | $ 72 | ||
Fulgent Therapeutics LLC | |||
Class Of Stock [Line Items] | |||
Units cancelled in exchange for one share of common stock | 7.6 | ||
Share of common stock exchanged for seven point six units | 1 | ||
Certificate of Incorporation | |||
Class Of Stock [Line Items] | |||
Common stock, shares authorized | 200,000,000 | 200,000,000 | 200,000,000 |
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 |
Preferred stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, shares outstanding | 0 | 0 | 0 |
Certificate of Incorporation | Common Stock | |||
Class Of Stock [Line Items] | |||
Number of vote per share held | Vote | 1 | 1 | 1 |
Members' _ Stockholders' Equi45
Members' / Stockholders' Equity - Summary of Units of Fulgent LLC Cancelled in Exchange for Shares of Common Stock (Details) | 9 Months Ended |
Sep. 30, 2016shares | |
Class Of Stock [Line Items] | |
Pre-Reorganization | 97,632 |
Class D-1 Preferred Units | |
Class Of Stock [Line Items] | |
Pre-Reorganization | 51,382 |
Class D-2 Preferred Units | |
Class Of Stock [Line Items] | |
Pre-Reorganization | 15,395 |
Class D Common Units | |
Class Of Stock [Line Items] | |
Pre-Reorganization | 2,500 |
Class D Common Units - Profit Interests | |
Class Of Stock [Line Items] | |
Pre-Reorganization | 28,355 |
Equity-Based Compensation - Add
Equity-Based Compensation - Additional Information (Details) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2016USD ($) | Sep. 30, 2016USD ($)$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Equity-based compensation expense | $ 2,493,000 | $ 4,119,000 |
Weighted- Average Exercise Price Per Share, Granted | $ / shares | $ 1.18 | |
Class D Common Units | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Equity-based compensation expense | $ 1,353,000 | |
Class D Common Units | Fulgent Therapeutics LLC | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Cancellation of common stock ratio | 0.1316 | |
2015 Equity Incentive Plan | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock option vesting period | 4 years | |
Stock option expiration period | 10 years | |
Equity-based compensation expense | $ 0 | |
2015 Equity Incentive Plan | Options | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Equity-based compensation expense | $ 1,113,000 | |
2016 Omnibus Incentive Plan | Class D Common Units | Options | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Cancellation of common stock ratio | 0.1316 | |
2016 Omnibus Incentive Plan | Employees Directors and Consultants | Maximum | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Shares available for issuance under the plan | shares | 2,038,000 | |
Restricted Stock Units (RSUs) | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Equity-based compensation expense | $ 27,000 | |
Expected to be recognized, weighted-average period | 3 years 10 months 24 days | |
Total compensation cost not yet recognized on grant date | 770,000 | $ 770,000 |
Compensation cost not yet recognized on grant date, period for recognition | 4 years | |
Unrecognized compensation expense | 743,000 | $ 743,000 |
Restricted Stock Units (RSUs) | 2015 Equity Incentive Plan | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock option vesting period | 4 years | |
Restricted Stock Units (RSUs) | 2016 Omnibus Incentive Plan | Class D Common Units | Fulgent Therapeutics LLC | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Cancellation of common stock ratio | 0.1316 | |
Option Awards | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Weighted- Average Exercise Price Per Share, Granted | $ / shares | $ 6.98 | |
Unrecognized compensation expense | $ 2,000,000 | $ 2,000,000 |
Expected to be recognized, weighted-average period | 3 years 1 month 6 days | |
Share and Restricted Stock Unit Awards | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Equity-based compensation expense | $ 1,600,000 |
Equity-Based Compensation - Sum
Equity-Based Compensation - Summary of Equity-Based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2016 | Sep. 30, 2016 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Equity-based compensation expense | $ 2,493 | $ 4,119 |
Cost of Revenue | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Equity-based compensation expense | 586 | 586 |
Research and Development | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Equity-based compensation expense | 959 | 959 |
Selling and Marketing | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Equity-based compensation expense | 396 | 396 |
General and Administrative | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Equity-based compensation expense | $ 552 | $ 2,178 |
Equity-Based Compensation - S48
Equity-Based Compensation - Summary of Activity for Options to Acquire Common Shares (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Dec. 31, 2015 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Number of Shares Subject to Options, Outstanding as of December 31, 2015 | 274 | |
Number of Shares Subject to Options, Granted | 324 | |
Number of Shares Subject to Options, Forfeited/canceled | 7 | |
Number of Shares Subject to Options, Outstanding as of September 30, 2016 | 591 | |
Number of Shares Subject to Options, Exercisable at September 30, 2016 | 80 | |
Weighted- Average Exercise Price Per Share, Outstanding as of December 31, 2015 | $ 0.38 | |
Weighted- Average Exercise Price Per Share, Granted | 1.18 | |
Weighted- Average Exercise Price Per Share, Forfeited/canceled | 0.38 | |
Weighted- Average Exercise Price Per Share, Outstanding as of September 30, 2016 | 0.82 | |
Weighted- Average Exercise Price Per Share, Exercisable at September 30, 2016 | $ 0.38 | |
Weighted- Average Remaining Contractual Life (in years), Outstanding as of September 30, 2016 | 9 years 3 months 18 days | |
Weighted- Average Remaining Contractual Life (in years), Exercisable at September 30, 2016 | 9 years 3 months 18 days | |
Aggregate Intrinsic Value, Outstanding | $ 5,034 | $ 645 |
Aggregate Intrinsic Value, Exercisable at September 30, 2016 | $ 708 |
Equity-Based Compensation - S49
Equity-Based Compensation - Summary of Grants of Share Awards and Grants of Restricted Stock Units (Details) | 9 Months Ended |
Sep. 30, 2016shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Shares | 324,000 |
Share and Restricted Stock Unit Awards | Employee | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Shares | 328,947,000 |
Restricted Stock Units | 65,789,000 |
Equity-Based Compensation - S50
Equity-Based Compensation - Summary of Weighted-Average Assumptions Used to Estimate Fair Value of Options to Acquire Common Shares (Details) - Option Awards | 9 Months Ended |
Sep. 30, 2016 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Expected term (in years) | 6 years 1 month 6 days |
Risk-free interest rates | 1.40% |
Dividend yield | 0.00% |
Expected volatility | 95.60% |
Equity-Based Compensation - S51
Equity-Based Compensation - Summary of Weighted-Average Assumptions Used to Estimate Fair Value of Options to Acquire Common Shares Granted to Non-Employees (Details) | 9 Months Ended |
Sep. 30, 2016 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Expected term (in years) | 10 years |
Risk-free interest rates | 1.60% |
Dividend yield | 0.00% |
Expected volatility | 96.90% |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Income Taxes [Line Items] | ||||
Deferred tax asset | $ 86,000 | $ 86,000 | ||
Deferred tax liability | 503,000 | 503,000 | ||
Tax expense | 417,000 | $ 0 | $ 417,000 | $ 0 |
Reorganization | ||||
Income Taxes [Line Items] | ||||
Tax expense | $ 0 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - Subsequent Event - Common Stock - USD ($) $ in Thousands | Oct. 07, 2016 | Oct. 04, 2016 |
IPO | ||
Subsequent Event [Line Items] | ||
Stock issued and sold (in shares) | 4,830,000 | |
Proceeds from issuance of shares | $ 36,258 | |
Underwriting discounts and commissions | 3,043 | |
Other offering expenses | $ 4,169 | |
Over Allotment Option | ||
Subsequent Event [Line Items] | ||
Stock issued and sold (in shares) | 630,000 |