Document_And_Entity_Informatio
Document And Entity Information | 3 Months Ended | |
Mar. 31, 2014 | 7-May-14 | |
Document And Entity Information [Abstract] | ' | ' |
Entity Registrant Name | 'TRANSENTERIX INC. | ' |
Entity Central Index Key | '0000876378 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 31-Mar-14 | ' |
Amendment Flag | 'false | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q1 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Common Stock, Shares Outstanding | ' | 62,965,255 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations and Comprehensive Loss (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Consolidated Statements Of Operations and Comprehensive Income [Abstract] | ' | ' |
Sales | $93 | $329 |
Operating Expenses | ' | ' |
Cost of goods sold | 220 | 882 |
Research and development | 5,011 | 2,781 |
Sales and marketing | 406 | 512 |
General and administrative | 1,614 | 685 |
Total Operating Expenses | 7,251 | 4,860 |
Operating Loss | -7,158 | -4,531 |
Other Expense | ' | ' |
Interest expense, net | -321 | -246 |
Total Other Expense, net | -321 | -246 |
Net Loss | -7,479 | -4,777 |
Other comprehensive income (loss) | ' | ' |
Comprehensive loss | ($7,479) | ($4,777) |
Net loss per share - basic and diluted | ($0.15) | ($4.43) |
Weighted average common shares outstanding - basic and diluted | 48,850 | 1,078 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current Assets | ' | ' |
Cash and cash equivalents | $4,160 | $10,014 |
Short-term investments | 4,469 | 6,191 |
Accounts receivable, net | 52 | 188 |
Interest receivable | 73 | 68 |
Inventory, net | 651 | 701 |
Other current assets | 771 | 593 |
Total Current Assets | 10,176 | 17,755 |
Restricted cash | 250 | 375 |
Property and equipment, net | 1,891 | 1,864 |
Intellectual property, net | 2,616 | 2,741 |
Trade names, net | 9 | 10 |
Goodwill | 93,842 | 93,842 |
Other long term assets | 105 | 127 |
Total Assets | 108,889 | 116,714 |
Current Liabilities | ' | ' |
Accounts payable | 1,858 | 1,804 |
Accrued expenses | 1,531 | 1,406 |
Note payable - current portion | 3,965 | 3,879 |
Total Current Liabilities | 7,354 | 7,089 |
Long Term Liabilities | ' | ' |
Note payable - less current portion | 3,578 | 4,602 |
Total Liabilities | 10,932 | 11,691 |
Commitments and Contingencies | ' | ' |
Stockholders' Equity (Deficit) | ' | ' |
Common stock $0.001 par value, 750,000,000 shares authorized at March 31, 2014 and December 31, 2013; 48,855,255 and 48,841,417 shares issued and outstanding at March 31, 2014 and December 31, 2013, respectively | 49 | 49 |
Additional paid-in capital | 203,651 | 203,238 |
Accumulated deficit | -105,743 | -98,264 |
Total Stockholders' Equity | 97,957 | 105,023 |
Total Liabilities and Stockholders' Equity | $108,889 | $116,714 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Mar. 31, 2014 | Mar. 30, 2014 | Dec. 31, 2013 | Dec. 06, 2013 | Dec. 05, 2013 |
Consolidated Balance Sheets [Abstract] | ' | ' | ' | ' | ' |
Common stock, par value (in dollars per share) | $0.00 | ' | $0.00 | ' | ' |
Common stock, shares authorized | 750,000,000 | ' | 750,000,000 | 750,000,000 | 225,000,000 |
Common stock, shares issued | 48,855,255 | 244,276,923 | 48,841,417 | ' | ' |
Common stock, shares outstanding | 48,855,255 | 244,276,923 | 48,841,417 | ' | ' |
Consolidated_Statements_of_Sto
Consolidated Statements of Stockholders' Equity (USD $) | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | |
In Thousands, except Share data | |||||
Balance at Dec. 31, 2013 | $105,023 | $49 | $203,238 | ($98,264) | |
Balance, Shares at Dec. 31, 2013 | [1] | ' | 48,842,000 | ' | ' |
Stock-based compensation | 405 | ' | 405 | ' | |
Exercise of stock options | 8 | ' | 8 | ' | |
Exercise of stock options, Shares | 13,838 | 13,000 | ' | ' | |
Net loss | -7,479 | ' | ' | -7,479 | |
Balance at Mar. 31, 2014 | $97,957 | $49 | $203,651 | ($105,743) | |
Balance, Share at Mar. 31, 2014 | [1] | ' | 48,855,000 | ' | ' |
[1] | Adjusted for 1:5 reverse stock split on March 31, 2014. |
Consolidated_Statements_of_Sto1
Consolidated Statements of Stockholders' Equity (Paranthetical) | 3 Months Ended |
Mar. 31, 2014 | |
Rate | |
Consolidated Statements of Stockholders' Equity [Abstract] | ' |
Reverse stock split, ratio | 0.2 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Operating Activities | ' | ' |
Net loss | ($7,479) | ($4,777) |
Adjustments to reconcile net loss to net cash and cash equivalents used in operating activities: | ' | ' |
Depreciation and amortization | 286 | 352 |
Amortization of debt issuance costs | 22 | 27 |
Stock-based compensation | 405 | 65 |
Changes in operating assets and liabilities: | ' | ' |
Accounts receivable | 136 | 281 |
Interest receivable | -5 | 16 |
Inventory | 50 | -109 |
Other current and long term assets | -178 | -52 |
Restricted cash | 125 | ' |
Accounts payable | 54 | 410 |
Accrued expenses | 125 | 192 |
Net cash and cash equivalents used in operating activities | -6,459 | -3,595 |
Investing Activities | ' | ' |
Proceeds from sale and maturities of investments | 1,722 | 907 |
Purchase of property and equipment | -187 | -69 |
Net cash and cash equivalents provided by investing activities | 1,535 | 838 |
Financing Activities | ' | ' |
Payment of debt | -938 | ' |
Proceeds from exercise of stock options | 8 | ' |
Net cash and cash equivalents used in financing activities | -930 | ' |
Net decrease in cash and cash equivalents | -5,854 | -2,757 |
Cash and Cash Equivalents, beginning of period | 10,014 | 8,896 |
Cash and Cash Equivalents, end of period | 4,160 | 6,139 |
Supplemental Disclosure for Cash Flow Information | ' | ' |
Interest paid | $179 | $190 |
Description_of_Business
Description of Business | 3 Months Ended |
Mar. 31, 2014 | |
Description of Business [Abstract] | ' |
Description of Business | ' |
1. Description of Business | |
On September 3, 2013, SafeStitch Medical, Inc., a Delaware corporation ("SafeStitch") and TransEnterix Surgical, Inc., a Delaware corporation formerly known as TransEnterix, Inc. ("TransEnterix Surgical") consummated a merger transaction whereby TransEnterix Surgical merged with a merger subsidiary of SafeStitch, with TransEnterix Surgical as the surviving entity in the merger ("the Merger"). As a result of the Merger, TransEnterix Surgical became a wholly owned subsidiary of SafeStitch. On December 6, 2013, SafeStitch changed its name to TransEnterix, Inc. As used herein, the term "Company" refers to the combination of SafeStitch and TransEnterix Surgical after giving effect to the Merger, the term "SafeStitch" refers to the historic business of SafeStitch Medical, Inc. prior to the Merger, and the term "TransEnterix Surgical" refers to the historic business of TransEnterix Surgical, Inc. prior to the Merger. | |
Pursuant to an Agreement and Plan of Merger dated August 13, 2013, and amended by a First Amendment dated August 30, 2013 (collectively, the "Merger Agreement"), each share of TransEnterix Surgical's capital stock issued and outstanding immediately preceding the Merger was converted into the right to receive 1.1533 shares ("the Exchange Ratio") of SafeStitch's common stock, par value $0.001 per share, other than those shares of TransEnterix Surgical's common stock held by non-accredited investors, which shares were instead converted into the right to receive an amount in cash per share of SafeStitch common stock equal to $1.08, without interest, which was the volume-weighted average price of a share of SafeStitch common stock on the OTCBB for the 60-trading day period ended on August 30, 2013 (one business day prior to the effective date of the Merger). Additionally, pursuant to the Merger Agreement, upon consummation of the Merger, SafeStitch assumed all of TransEnterix Surgical's options and warrants issued and outstanding immediately prior to the Merger at the same Exchange Ratio. Upon the closing of the Merger, and in accordance with the terms of the Merger Agreement, the Company issued an aggregate of 21,109,949 shares of the Company's common stock as Merger consideration and paid $293,000 to unaccredited investors in lieu of common stock. | |
In connection with the Merger, on September 3, 2013, the Company consummated a private placement (the "Private Placement") transaction in which it issued and sold shares of its Series B Convertible Preferred Stock, par value $0.01 per share (the "Series B Preferred Stock") to provide funding to support the Company's operations following the Merger. The Private Placement was done pursuant to a Securities Purchase Agreement (the "Purchase Agreement") with accredited investors (the "Investors"), the majority of which were considered related parties as existing investors in SafeStitch and TransEnterix Surgical, pursuant to which the Investors agreed to purchase an aggregate of 7,544,704.4 shares of the Series B Preferred Stock, each share of which was convertible, subject to certain conditions, into two shares of common stock, for a purchase price of $4.00 per share of Series B Preferred Stock, which was paid in cash, cancellation of certain indebtedness of TransEnterix Surgical or a combination thereof. In accordance with the Purchase Agreement, the Company issued and sold an additional 25,000 shares of Series B Preferred Stock on September 17, 2013. Proceeds from the issuance of the Series B Preferred Stock, net of issuance costs, were $28.2 million. | |
On December 6, 2013, the Company filed an Amended and Restated Certificate of Incorporation (the "Restated Certificate") to change its name to TransEnterix, Inc. and to increase the authorized shares of common stock from 225,000,000 to 750,000,000. In accordance with the terms of the Certificate of Designation of Series B Preferred Stock, each outstanding share of Series B Preferred Stock automatically converted into two shares of the Company's common stock upon the filing of the Restated Certificate. An aggregate of 15,139,406 shares of common stock were issued in the conversion of the Series B Preferred Stock. | |
The Company is a medical device company that is focused on the development and future commercialization of a robotic assisted surgical system called the SurgiBot™ System ("the SurgiBot System"). The SurgiBot System is designed to utilize flexible instruments through articulating channels controlled directly by the surgeon, with robotic assistance, while the surgeon remains patient-side within the sterile field. The flexible nature of the SurgiBot System would allow for multiple instruments to be introduced and deployed through a single site, thereby offering room for visualization and manipulation once in the body. The SurgiBot System also integrates three-dimensional ("3-D") high definition vision technology. The Company has commercialized the SPIDER ® Surgical System, (the "SPIDER System") a manual laparoscopic system in the United States, Europe and the Middle East. The SPIDER System utilizes flexible instruments and articulating channels that are controlled directly by the surgeon, allowing for multiple instruments to be introduced via a single site. The SPIDER System has been cleared by the U.S. Food and Drug Administration ("FDA"). The Company also manufactures multiple instruments that can be deployed using the SPIDER System currently, and which are being adapted for use with the SurgiBot System. | |
Prior to the Merger, SafeStitch was focused on developing its Gastroplasty Device for the treatment of obesity, gastroesophageal reflux disease ("GERD") and Barrett's Esophagus. SafeStitch has developed other surgical devices, including the SMART Dilator™, to be utilized in treating obesity, GERD and esophageal strictures. SafeStitch also developed and was commercializing a surgical stapler called the AMID™ Hernia Fixation Device. On a going-forward basis, the Company intends to continue to develop the Gastroplasty Device for the treatment of obesity. The Company has discontinued sales of the AMID Hernia Fixation Device. | |
The Company operates in one business segment. | |
The Company is subject to a number of risks similar to other similarly-sized companies in the medical device industry. These risks include, without limitation, the historical lack of profitability; our ability to raise additional capital; our ability to successfully develop, clinically test and commercialize our products; the timing and outcome of the regulatory review process for our products; changes in the health care and regulatory environments of the United States and other countries in which we intend to operate; our ability to attract and retain key management, marketing and scientific personnel; competition from new entrants; our ability to successfully prepare, file, prosecute, maintain, defend and enforce patent claims and other intellectual property rights; our ability to successfully transition from a research and development company to a marketing, sales and distribution company; and our ability to identify and pursue development of additional products. | |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2014 | |
Summary of Significant Accounting Policies [Abstract] | ' |
Summary of Significant Accounting Policies | ' |
2. Summary of Significant Accounting Policies | |
Basis of presentation | |
The Company has prepared the accompanying unaudited consolidated financial statements in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP") for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). The consolidated financial statements are unaudited and should be read in conjunction with the audited consolidated financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2013, filed with the SEC on March 5, 2014. The accompanying unaudited interim consolidated financial statements reflect all adjustments (consisting of normal recurring adjustments) which are, in the opinion of the Company's management, necessary for a fair statement of the Company's consolidated financial position, results of operations and cash flows for the periods presented. These principles require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The principal estimates relate to inventory valuation, stock-based compensation, accrued expenses and income tax valuation. Actual results could differ from those estimates. The year-end balance sheet data was derived from audited financial statements, but does not include all disclosures required by U.S. GAAP. All intercompany accounts and transactions have been eliminated in consolidation. | |
For a description of our critical accounting policies and estimates, please refer to the "Critical Accounting Policies and Estimates" section of the "Management's Discussion and Analysis of Financial Condition and Results of Operations" section contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2013 filed with the SEC on March 5, 2014 and its Form 10-K/A filed with the SEC on April 2, 2014. There have been no material changes in any of our accounting policies since December 31, 2013. | |
Consolidation | |
The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Isis Tele-Communications, Inc., which has no current operations, SafeStitch LLC, and TransEnterix Surgical, Inc. All inter-company accounts and transactions have been eliminated in consolidation. | |
Reverse Merger | |
On September 3, 2013, SafeStitch and TransEnterix Surgical, consummated the Merger whereby TransEnterix Surgical merged with a merger subsidiary of SafeStitch, with TransEnterix Surgical as the surviving entity in the Merger. As a result of the Merger, TransEnterix Surgical became a wholly owned subsidiary of SafeStitch. On December 6, 2013, SafeStitch changed its corporate name to TransEnterix, Inc. | |
The Reverse Merger has been accounted for as a reverse acquisition under which TransEnterix Surgical was considered the acquirer of SafeStitch. As such, the financial statements of TransEnterix Surgical are treated as the historical financial statements of the combined company, with the results of SafeStitch being included from September 3, 2013. | |
As a result of the Reverse Merger with SafeStitch, historical common stock amounts and additional paid in capital have been retroactively adjusted using an Exchange Ratio of 1.1533. | |
Stock Split | |
On March 31, 2014, the Company effectuated a reverse stock split of its issued and outstanding shares of common stock at a ratio of 1 for 5 (the "Reverse Stock Split"). As a result of the Reverse Stock Split, the Company's issued and outstanding stock decreased from 244,276,923 to 48,855,255 shares of common stock, all with a par value of $.001. All information related to common stock, stock options, RSUs, warrants and earnings per share for prior periods has been retroactively adjusted to give effect to the Reverse Stock Split. | |
Identifiable Intangible Assets and Goodwill | |
Identifiable intangible assets are recorded at cost, or when acquired as part of a business acquisition, at estimated fair value. Certain intangible assets are amortized over 10 years. Similar to tangible personal property and equipment, the Company periodically evaluates identifiable intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. No impairment existed at March 31, 2014 or December 31, 2013. | |
Indefinite-lived intangible assets, such as goodwill are not amortized. The Company tests the carrying amounts of goodwill for recoverability on an annual basis at December 31st or when events or changes in circumstances indicate evidence of potential impairment exists, using a fair value based test. No impairment existed at December 31, 2013. | |
Debt Issuance Costs | |
The Company capitalizes costs associated with the issuance of debt instruments and amortizes these costs to interest expense over the term of the related debt agreement using the effective yield amortization method. Unamortized debt issuance costs will be charged to operations when indebtedness under the related credit facility is repaid prior to maturity. | |
Business Acquisitions | |
Business acquisitions are accounted for using the acquisition method of accounting in accordance with Accounting Standards Codification ("ASC") 805, "Business Combinations." ASC 805 requires, among other things, that assets acquired and liabilities assumed be recognized at their fair values, as determined in accordance with ASC 820, "Fair Value Measurements," as of the acquisition date. For certain assets and liabilities, book value approximates fair value. In addition, ASC 805 establishes that consideration transferred be measured at the closing date of the acquisition at the then-current market price, which may be different than the amount of consideration assumed in the pro forma financial statements. Under ASC 805, acquisition related costs (i.e., advisory, legal, valuation and other professional fees) and certain acquisition-related restructuring charges impacting the target company are expensed in the period in which the costs are incurred. The application of the acquisition method of accounting requires the Company to make estimates and assumptions related to the estimated fair values of net assets acquired. Significant judgments are used during this process, particularly with respect to intangible assets. Generally, intangible assets are amortized over their estimated useful lives. Goodwill and other indefinite-lived intangibles are not amortized, but are annually assessed for impairment. Therefore, the purchase price allocation to intangible assets and goodwill has a significant impact on future operating results. | |
Impact of Recently Issued Accounting Standards | |
New accounting pronouncements are issued by the Financial Accounting Standards Board ("FASB") or other standards setting bodies that the Company adopts according to the various timetables the FASB specifies. The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company's result of operations, financial position or cash flow. | |
Income_Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2014 | |
Income Taxes [Abstract] | ' |
Income Taxes | ' |
3. Income Taxes | |
Income taxes have been accounted for using the liability method in accordance with ASC 740 "Income Taxes". The Company computes its interim provision for income taxes by applying the estimated annual effective tax rate method. The Company estimates an annual effective tax rate of 0% for the year ending December 31, 2014 as the Company incurred losses for the three month period ended March 31, 2014 and is forecasting additional losses through the year, resulting in an estimated net loss for both financial statement and tax purposes for the year ending December 31, 2014. Due to the Company's history of losses, there is not sufficient evidence at this time to support the conclusion that the Company will generate future income of a sufficient amount and nature to utilize the benefits of its net deferred tax assets. Accordingly, the net deferred tax assets have been reduced by a full valuation allowance. Therefore, no federal or state income taxes are expected and none have been recorded at this time. | |
The Company's effective tax rate for each of the three month periods ended March 31, 2014 and 2013 was 0%. At March 31, 2014, the Company had no unrecognized tax benefits that would affect the Company's effective tax rate. | |
Basic_and_Diluted_Net_Loss_per
Basic and Diluted Net Loss per Share | 3 Months Ended |
Mar. 31, 2014 | |
Basic and Diluted Net Loss Per Share [Abstract] | ' |
Basic and Diluted Net Loss per Share | ' |
4. Basic and Diluted Net Loss per Share | |
Basic net loss per common share is computed by dividing net loss attributable to common stockholders by the weighted average number of common shares outstanding during the period. Diluted net loss per common share is computed giving effect to all dilutive potential common shares that were outstanding during the period. Diluted potential common shares consist of incremental shares issuable upon exercise of stock options and warrants and conversion of preferred stock. In computing diluted net loss per share for the three months ended March 31, 2014 and 2013, no adjustment has been made to the weighted average outstanding common shares as the assumed exercise of outstanding options and warrants and conversion of preferred stock would be anti-dilutive. | |
Cash_Cash_Equivalents_Restrict
Cash, Cash Equivalents, Restricted Cash, and Short-term Investments | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Cash and Cash Equivalents, Restricted Cash and Short-Term Investments [Abstract] | ' | ||||||||
Cash and Cash Equivalents, Restricted Cash and Short-Term Investments | ' | ||||||||
5. Cash and Cash Equivalents, Restricted Cash and Short-Term Investments | |||||||||
The Company considers all highly liquid investments with original maturities of 90 days or less at the time of purchase to be cash equivalents and investments with original maturities of between 91 days and one year to be short-term investments. In order to manage exposure to credit risk, the Company invests in high-quality investments rated at least A2 by Moody's Investors Service or A by Standard & Poor. | |||||||||
Restricted cash consisting of a money market account used as collateral securing a letter of credit under the terms of the corporate office operating lease that commenced in 2010 was $250,000 and $375,000 as of March 31, 2014 and 2013, respectively. | |||||||||
The Company's investments consist of corporate bonds and are classified as available for sale. Investments classified as available for sale are measured at fair value, and net unrealized gains and losses are recorded as a component of accumulated other comprehensive income (loss) on the balance sheet until realized. Realized gains and losses on sales of investment securities are determined based on the specific-identification method and are recorded in interest and other income. The amortized cost of debt securities is adjusted for amortization of premiums and accretion of discounts to maturity computed under the effective interest method. Such amortization and accretion is included in interest expense, net. Related unrealized gains and losses were not material as of March 31, 2014 and December 31, 2013. There have been no unrealized gains or losses reclassified to accumulated other comprehensive income. | |||||||||
Cash, cash equivalents, restricted cash, and short-term investments consist of the following: | |||||||||
March 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
(unaudited) | |||||||||
(In thousands) | |||||||||
Cash | $ | 1,403 | $ | 930 | |||||
Money market | 2,757 | 9,084 | |||||||
Total cash and cash equivalents | $ | 4,160 | $ | 10,014 | |||||
Corporate bonds | $ | 4,469 | $ | 6,191 | |||||
Total short-term investments | $ | 4,469 | $ | 6,191 | |||||
Total restricted cash | $ | 250 | $ | 375 | |||||
Total | $ | 8,879 | $ | 16,580 | |||||
Fair_Value
Fair Value | 3 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Fair Value [Abstract] | ' | ||||||||||||||||
Fair Value | ' | ||||||||||||||||
6. Fair Value | |||||||||||||||||
The Company held certain assets that are required to be measured at fair value on a recurring basis. These assets include available for sale securities classified as cash equivalents. ASC 820-10, "Fair Value Measurement Disclosure," requires the valuation using a three-tiered approach, which requires that fair value measurements be classified and disclosed in one of three tiers. These tiers are: Level 1, defined as quoted prices in active markets for identical assets or liabilities; Level 2, defined as valuations based on observable inputs other than those included in Level 1, such as quoted prices for similar assets and liabilities in active markets, or other inputs that are observable or can be corroborated by observable input data; and Level 3, defined as valuations based on unobservable inputs reflecting the Company's own assumptions, consistent with reasonably available assumptions made by other market participants. | |||||||||||||||||
For assets and liabilities recorded at fair value, it is the Company's policy to maximize the use of observable inputs and minimize the use of unobservable inputs when developing fair value measurements, in accordance with the fair value hierarchy. Fair value measurements for assets and liabilities where there exists limited or no observable market data and therefore, are based primarily upon estimates, are often calculated based on the economic and competitive environment, the characteristics of the asset or liability and other factors. Therefore, the results cannot be determined with precision and may not be realized in an actual sale or immediate settlement of the asset or liability. Additionally, there may be inherent weaknesses in any calculation technique, and changes in the underlying assumptions used, including discount rates and estimates of future cash flows, could significantly affect the results of current or future values. The Company utilizes fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. | |||||||||||||||||
As prescribed by U.S. GAAP, the Company groups assets and liabilities at fair value in three levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value. An adjustment to the pricing method used within either Level 1 or Level 2 inputs could generate a fair value measurement that effectively falls in a lower level in the hierarchy. | |||||||||||||||||
The determination of where an asset or liability falls in the hierarchy requires significant judgment. The Company evaluates its hierarchy disclosures and based on various factors, it is possible that an asset or liability may be classified differently from period to period. However, the Company expects changes in classifications between levels will be rare. | |||||||||||||||||
The following are the major categories of assets measured at fair value on a recurring basis as of March 31, 2014 and December 31, 2013, using quoted prices in active markets for identical assets (Level 1); significant other observable inputs (Level 2); and significant unobservable inputs (Level 3): | |||||||||||||||||
31-Mar-14 | |||||||||||||||||
(In thousands) | |||||||||||||||||
(unaudited) | |||||||||||||||||
Description | Quoted Prices | Significant | Significant | Total | |||||||||||||
in Active | Other | Unobservable | |||||||||||||||
Markets for | Observable | Inputs | |||||||||||||||
Identical | Inputs | ||||||||||||||||
Assets | |||||||||||||||||
(Level 1) | (Level 2) | (Level 3) | 31-Mar-14 | ||||||||||||||
Assets measured at fair value | |||||||||||||||||
Cash and cash equivalents | $ | 4,160 | $ | - | $ | - | $ | 4,160 | |||||||||
Restricted cash | 250 | - | - | 250 | |||||||||||||
Short term investments | - | 4,469 | - | 4,469 | |||||||||||||
Total assets measured at fair value | $ | 4,410 | $ | 4,469 | $ | - | $ | 8,879 | |||||||||
31-Dec-13 | |||||||||||||||||
(In thousands) | |||||||||||||||||
(unaudited) | |||||||||||||||||
Quoted Prices | Significant | Significant | Total | ||||||||||||||
in Active | Other | Unobservable | December 31, | ||||||||||||||
Markets for | Observable | Inputs | |||||||||||||||
Identical | Inputs | ||||||||||||||||
Assets | |||||||||||||||||
Description | (Level 1) | (Level 2) | (Level 3) | 2013 | |||||||||||||
Assets measured at fair value | |||||||||||||||||
Cash and cash equivalents | $ | 10,014 | $ | - | $ | - | $ | 10,014 | |||||||||
Restricted cash | 375 | - | - | 375 | |||||||||||||
Short term investments | - | 6,191 | - | $ | 6,191 | ||||||||||||
Total assets measured at fair value | $ | 10,389 | $ | 6,191 | $ | - | $ | 16,580 | |||||||||
Investments
Investments | 3 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Investments [Abstract] | ' | ||||||||||||||||
Investments | ' | ||||||||||||||||
7. Investments | |||||||||||||||||
The aggregate fair values of investment securities along with unrealized gains and losses determined on an individual investment security basis are as follows: | |||||||||||||||||
(In thousands) | |||||||||||||||||
Amortized | Unrealized | Unrealized | Fair Value | ||||||||||||||
Cost | Gain | (Loss) | |||||||||||||||
March 31, 2014 (unaudited) | |||||||||||||||||
Corporate bonds | $ | 4,469 | $ | - | $ | - | $ | 4,469 | |||||||||
31-Dec-13 | |||||||||||||||||
Corporate bonds | $ | 6,191 | $ | - | $ | - | $ | 6,191 | |||||||||
None of the securities have contractual maturities of more than one year and therefore do not have continuous unrealized losses greater than 12 months. | |||||||||||||||||
Inventories
Inventories | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Inventories [Abstract] | ' | ||||||||
Inventories | ' | ||||||||
8. Inventories | |||||||||
The following table presents the components of inventories: | |||||||||
March 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
(In thousands) | |||||||||
(unaudited) | |||||||||
Finished goods | $ | 878 | $ | 896 | |||||
Reserve for excess and obsolete inventory | (227 | ) | (195 | ) | |||||
Total inventories | $ | 651 | $ | 701 | |||||
Goodwill_and_Intangible_Assets
Goodwill and Intangible Assets | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Goodwill and Intangible Assets [Abstract] | ' | ||||||||
Goodwill and Intangible Assets | ' | ||||||||
9. Goodwill and Intangible Assets | |||||||||
The following table presents the carrying value of the components of goodwill and intangible assets at the balance sheet dates: | |||||||||
March 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
(In thousands) | |||||||||
(unaudited) | |||||||||
Goodwill | $ | 93,842 | $ | 93,842 | |||||
Intangible assets: | |||||||||
Intellectual property | $ | 5,000 | $ | 5,000 | |||||
Trade names | 10 | 10 | |||||||
Amortization of intangible assets | (2,385 | ) | (2,259 | ) | |||||
Total intangible assets | $ | 2,625 | $ | 2,751 | |||||
Accrued_Expenses
Accrued Expenses | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Accrued Expenses [Abstract] | ' | ||||||||
Accrued Expenses | ' | ||||||||
10. Accrued Expenses | |||||||||
The following table presents the components of accrued expenses: | |||||||||
March 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
(In thousands) | |||||||||
(unaudited) | |||||||||
Vacation | $ | 331 | $ | 219 | |||||
Consulting | 218 | 102 | |||||||
Bonus | 194 | 519 | |||||||
Interest | 185 | 62 | |||||||
Legal and professional fees | 172 | 99 | |||||||
Vendors | 126 | 126 | |||||||
Corporate credit card | 119 | 56 | |||||||
Other | 186 | 223 | |||||||
Total accrued expenses | $ | 1,531 | $ | 1,406 | |||||
Notes_Payable
Notes Payable | 3 Months Ended | ||||
Mar. 31, 2014 | |||||
Notes Payable [Abstract] | ' | ||||
Notes Payable | ' | ||||
11. Notes Payable | |||||
On January 17, 2012, TransEnterix Surgical entered into a loan and security agreement (the "SVB-Oxford LSA") with Silicon Valley Bank and Oxford Finance LLC (collectively, the "Lenders"). The terms of the agreement provide for two term loans in aggregate of $10,000,000 comprised of a $4,000,000 term loan and a $6,000,000 term loan. In connection with the Merger, the Company assumed and became the borrower under TransEnterix Surgical's outstanding credit facility. The Second and Third Amendment to the SVB-Oxford LSA, dated as of September 3, 2013 and October 31, 2013, respectively, amend the SVB-Oxford LSA among the Lenders and the Company (as so amended, the "Amended Loan Agreement"). The Amended Loan Agreement evidences a term loan, which will mature on January 1, 2016 (the "Term Loan"). The following table presents the components of long-term debt: | |||||
The following table presents the components of long-term debt: | |||||
March 31, | |||||
2014 | |||||
(In thousands) | |||||
(unaudited) | |||||
Total long-term debt | $ | 7,543 | |||
Less: Current portion of long-term debt | 3,965 | ||||
Total long-term debt, net of current portion | $ | 3,578 | |||
The Term Loan bears interest at a fixed rate equal to 8.75%. | |||||
Commencing August 2013, the Amended Loan Agreement provides for the amortization of principal in the form of level monthly payments of principal and interest. The Term Loan will be required to be prepaid if the Term Loan is accelerated following an event of default. In addition, the Company is permitted to prepay the Term Loan in full at any time upon 10 days' written notice to the Lenders. Upon the earliest to occur of the maturity date, acceleration of the Term Loan, or prepayment of the Term Loan, the Company is required to make a final payment equal to the original principal amount of the Term Loan multiplied by 3.33 % (the "Final Payment Fee"). Any prepayment, whether mandatory or voluntary, must include the Final Payment Fee, interest at the default rate (which is the rate otherwise applicable plus 5%) with respect to any amounts past due, the Lenders' expenses, and all other obligations that are due and payable to the Lenders. | |||||
The Amended Loan Agreement is secured by a security interest in substantially all assets of the Company and any future subsidiaries, other than intellectual property. The Amended Loan Agreement contains customary representations, tested on a continual basis that, subject to exceptions, restrict the Company's ability to do the following things: declare dividends or redeem or repurchase equity interests; incur additional liens; make loans and investments; incur additional indebtedness; engage in mergers, acquisitions, and asset sales; transact with affiliates; fail to appoint a chief executive officer, chief financial officer, and chief technology officer upon vacancy; undergo a change in control; add or change business locations; and engage in businesses that are not related to the Company's existing business. | |||||
In conjunction with the SVB-Oxford LSA, TransEnterix Surgical issued the Lenders warrants to purchase 1,397,939 shares of the Series B-1 Convertible Preferred Stock. The warrants were issued on January 17, 2012 and December 12, 2012 with an initial exercise price of $0.29 per share and expire on January 16, 2022. The warrants were recorded at fair value as a liability on the Company's balance sheet on the date of issuance and are revalued as of each balance sheet date. The warrants converted to common stock warrants on the Merger date, adjusted based on the Exchange Ratio of 1.1533, and the preferred stock warrant liability was reclassified to additional paid-in capital (see Note 14 Warrants). | |||||
StockBased_Compensation
Stock-Based Compensation | 3 Months Ended | ||||||||||||
Mar. 31, 2014 | |||||||||||||
Stock-Based Compensation [Abstract] | ' | ||||||||||||
Stock-Based Compensation | ' | ||||||||||||
12. Stock-Based Compensation | |||||||||||||
The Company's stock-based compensation plans include the TransEnterix, Inc. 2007 Incentive Compensation Plan, previously named the SafeStitch Medical, Inc. 2007 Incentive Compensation Plan (the "2007 Plan"), as well as options outstanding under the TransEnterix, Inc. Stock Option Plan (the "2006 Plan"). As part of the Merger, options outstanding, whether vested or unvested, under the 2006 Plan were adjusted by the Exchange Ratio of 1.1533, and assumed by the Company concurrent with the closing of the Merger. | |||||||||||||
The 2007 Plan was approved by the majority of the SafeStitch's stockholders on November 13, 2007. The 2007 Plan was amended on June 19, 2012 to increase the number of shares of common stock available for issuance to 1,000,000 and was amended on October 29, 2013 to (a) increase the number of shares of common stock authorized for issuance under the 2007 Plan from 1,000,000 shares of common stock to 4,940,000 shares of common stock, (b) increase the per-person award limitations for options or stock appreciation rights from 200,000 to 1,000,000 shares and for restricted stock, deferred stock, performance shares and/or other stock-based awards from 100,000 to 500,000 shares provided, and (c) change the name of the 2007 Plan to reflect the change to the TransEnterix 2007 Incentive Compensation Plan. Under the 2007 Plan, which is administered by the Compensation Committee, the Company may grant stock options, stock appreciation rights, restricted stock and/or deferred stock to employees, officers, directors, consultants and vendors. The exercise price of stock options or stock appreciation rights may not be less than the fair market value of the Company's shares at the date of grant. Additionally, no stock options or stock appreciation rights granted under the 2007 Plan may have a term exceeding ten years. | |||||||||||||
The 2006 Plan was adopted in September 2006 and provided for the granting of up to 80,000 stock options to employees, directors, and consultants. Under the 2006 Plan, both employees and non-employees were eligible for such stock options. In 2009, the 2006 Plan was amended to increase the total options pool to 1,110,053. In 2011, the 2006 Plan was amended to increase the total options pool to 3,378,189. The Board of Directors had the authority to administer the plan and determine, among other things, the exercise price, term and dates of the exercise of all options at their grant date. Under the 2006 Plan, options become vested generally over four years, and expire not more than 10 years after the date of grant. As part of the Merger, options outstanding under the 2006 Plan were adjusted by the Conversion Ratio, and remain in existence as options in the combined entity. | |||||||||||||
During the three months ended March 31, 2014 and 2013, the Company recognized $279,000 and $65,000, respectively, of stock-based compensation expense. | |||||||||||||
The Company recognizes as expense, the grant-date fair value of stock options and other stock based compensation issued to employees and non-employee directors over the requisite service periods, which are typically the vesting periods. The Company uses the Black-Scholes-Merton model to estimate the fair value of its stock-based payments. The volatility assumption used in the Black-Scholes-Merton model is based on the calculated historical volatility based on an analysis of reported data for a peer group of companies. The expected term of options granted by the Company has been determined based upon the simplified method, because the Company does not have sufficient historical information regarding its options to derive the expected term. Under this approach, the expected term is the mid-point between the weighted average of vesting period and the contractual term. The risk-free interest rate is based on U.S. Treasury rates whose term is consistent with the expected life of the stock options. The Company has not paid and does not anticipate paying cash dividends on its shares of common stock; therefore, the expected dividend yield is assumed to be zero. The Company estimates forfeitures based on the historical experience of the Company and adjusts the estimated forfeiture rate based upon actual experience. | |||||||||||||
The Company is also required to estimate the fair value of the common stock underlying the stock-based awards when performing the fair value calculations with the Black-Schole-Merton model. The fair value of the common stock underlying the stock-based awards for the common stock before the Company was public was estimated on each grant date by the Board of Directors, with input from management. The Board of Directors is comprised of a majority of non-employee directors with significant experience in the medical device industry. Given the absence of a public trading market of the Company's common stock prior to the Merger, and in accordance with the American Institute of Certified Public Accountants Practice Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation, the Board of Directors exercised reasonable judgment and considered numerous objective and subjective factors to determine the best estimate of the fair value of the common stock, including among other things, the rights, preferences and privileges of the redeemable convertible preferred stock, business performance, present value of future cash flows, likelihood of achieving a liquidity event, illiquidity of the Company's capital stock, management experience, stage of development, industry information and macroeconomic conditions. In addition, the Board of Directors utilized independent valuations performed by an unrelated third-party specialist to assist with the valuation of the common stock; however, the Company and the Board of Directors have assumed full responsibility for the estimates. The Board of Directors utilized the fair values of the common stock derived in the third-party valuations to set the exercise price for options granted prior to the Merger in fiscal year 2013. | |||||||||||||
The following table summarizes the Company's stock option activity, including grants to non-employees, for the year ended December 31, 2013 and the three months ended March 31, 2014: | |||||||||||||
Number of | Weighted- | Weighted- | |||||||||||
Shares | Average | Average | |||||||||||
Exercise Price | Remaining | ||||||||||||
Contractual | |||||||||||||
Term (Years) | |||||||||||||
Options outstanding at December 31, 2012 | 2,584,553 | $ | 0.4 | 8.7 | |||||||||
Options assumed through merger with SafeStitch | 709,550 | 3.75 | |||||||||||
Granted | 603,139 | 2.2 | |||||||||||
Cancelled | (6,129 | ) | 0.4 | ||||||||||
Exercised | (68,227 | ) | 0.8 | ||||||||||
Options outstanding at December 31, 2013 | 3,822,887 | $ | 1.3 | 7.95 | |||||||||
Granted | 787,300 | 8.11 | |||||||||||
Cancelled | (11,536 | ) | 0.35 | ||||||||||
Exercised | (13,838 | ) | 0.52 | ||||||||||
Options outstanding at March 31, 2014 | 4,584,813 | $ | 2.47 | 7.83 | |||||||||
The following table summarizes information about stock options outstanding at March 31, 2014: | |||||||||||||
Number of | Weighted- | Weighted- | |||||||||||
Shares | Average | Average | |||||||||||
Exercise | Remaining | ||||||||||||
Price | Contractual | ||||||||||||
Term (Years) | |||||||||||||
Exercisable at March 31, 2014 | 2,132,813 | $ | 1.44 | 6.51 | |||||||||
Vested or expected to vest at March 31, 2014 | 4,372,135 | $ | 2.3 | 7.75 | |||||||||
The aggregate intrinsic value of stock options outstanding, exercisable, and vested or expected to vest at March 31, 2014 was approximately $32 million, $17 million, and $31 million, respectively. This amount is before applicable income taxes and represents the closing market price of the Company's common stock at March 31, 2014 less the grant price, multiplied by the number of stock options that had a grant price that is less than the closing market price. This amount represents the amount that would have been received by the optionees had these stock options been exercised on that date. | |||||||||||||
The following table summarizes the unvested stock option activity: | |||||||||||||
Weighted-Average | |||||||||||||
Number of Shares | Fair Value | ||||||||||||
Unvested options at December 31, 2012 | 1,707,536 | $ | 0.4 | ||||||||||
Unvested options assumed through merger with SafeStitch | 223,200 | 2.45 | |||||||||||
Granted | 603,139 | 0.95 | |||||||||||
Vested | (711,818 | ) | 1.25 | ||||||||||
Forfeited | (5,490 | ) | 0.2 | ||||||||||
Unvested options at December 31, 2013 | 1,816,566 | $ | 1.1 | ||||||||||
Granted | 787,300 | 3.1 | |||||||||||
Vested | (132,971 | ) | 0.85 | ||||||||||
Forfeited | (84 | ) | 0.2 | ||||||||||
Unvested options at March 31, 2014 | 2,470,811 | $ | 1.72 | ||||||||||
The Company granted 787,300 and 603,139 options to employees and nonemployees during the three months ended March 31, 2014 and the year ended December 31, 2013, respectively, with a weighted-average grant date fair value of $3.10 and $0.95, respectively. The total intrinsic value of options exercised during the three months ended March 31, 2014 and the year ended December 31, 2013 was approximately $555,166 and $347,593, respectively. | |||||||||||||
Restricted_Stock_Units
Restricted Stock Units | 3 Months Ended |
Mar. 31, 2014 | |
Restricted Stock Units [Abstract] | ' |
Restricted Stock Units | ' |
13. Restricted Stock Units | |
In 2013, the Company issued 210,000 Restricted Stock Units ("RSUs") to certain employees which vest over three years. By their terms, the RSUs become immediately vested upon the earlier of (i) a change of control and (ii) defined vesting dates, subject to the continuous service with the Company at the applicable vesting event. When vested, the RSUs represents the right to be issued the number of shares of the Company's common stock that is equal to the number of RSUs granted. The fair value of each RSU is estimated based upon the closing price of the Company's common stock on the grant date. Share-based compensation expense related to RSUs and awards is recognized over the requisite service period as adjusted for estimated forfeitures. As of March 31, 2014, the RSUs were unvested. | |
For the three months ended March 31, 2014, the Company recorded $126,000 in compensation expense for the RSUs. As of March 31, 2014, the unrecognized stock-based compensation expense related to unvested RSUs was approximately $1.26 million, which is expected to be recognized over a weighted average period of approximately 2.5 years. | |
Warrants
Warrants | 3 Months Ended |
Mar. 31, 2014 | |
Warrants [Abstract] | ' |
Warrants | ' |
14. Warrants | |
On March 22, 2013, SafeStitch entered into a stock purchase agreement with approximately 17 investors (the "2013 PIPE Investors") pursuant to which the 2013 PIPE Investors purchased an aggregate of approximately 2,420,000 shares of common stock at a price of $1.25 per share for aggregate consideration of approximately $3.0 million. Included in this private placement was the issuance of warrants to purchase approximately 1,209,600 common shares, representing one warrant for every two common shares purchased, with an exercise price of $1.65 per share and five year expiration. The 2013 PIPE Investors included related parties who purchased 1.28 million shares and received 640,000 warrants. There were approximately 1.2 million warrants outstanding that were assumed as of the Merger. During the year ended December 31, 2013, 54,000 warrants were exercised. No warrants were exercised during the three months ended March 31, 2014. | |
On January 17, 2012, TransEnterix Surgical entered into the SVB-Oxford LSA with Silicon Valley Bank ("SVB") and Oxford Finance LLC ("Oxford"). Pursuant to this agreement, TransEnterix Surgical issued preferred stock warrants to SVB and Oxford on January 17, 2012 and December 21, 2012, respectively, to purchase shares of preferred stock. The preferred stock expire 10 years from the issue date. The preferred stock warrants were remeasured immediately prior to the Merger. As a result of the remeasurement, the Company recorded approximately $1.8 million of other expense in the accompanying statements of operations and other comprehensive income (loss). As of the Merger, the preferred stock warrants converted to common stock warrants, adjusted based on the Exchange Ratio of 1.1533, and the preferred stock warrant liability was reclassified to additional paid-in capital. | |
These warrants are exercisable for an aggregate of approximately 279,586 shares of common stock. During the year ended December 31, 2013, 139,793 warrants were exercised in a cashless transaction for 112,766 shares of common stock. No warrants were exercised during the three months ended March 31, 2014. | |
Closing_of_Merger_and_Financin
Closing of Merger and Financing Transaction | 3 Months Ended | ||||
Mar. 31, 2014 | |||||
Closing of Merger and Financing Transaction [Abstract] | ' | ||||
Closing of Merger and Financing Transaction | ' | ||||
15. Closing of Merger and Financing Transaction | |||||
On September 3, 2013, the Company consummated the Merger in which a wholly owned subsidiary of SafeStitch merged with TransEnterix Surgical, pursuant to the Merger Agreement. Under the terms of the Merger Agreement, TransEnterix Surgical remained as the surviving corporation and as a wholly-owned subsidiary SafeStitch. | |||||
Pursuant to the Merger Agreement, each share of TransEnterix Surgical's capital stock issued and outstanding immediately preceding the Merger was converted into the right to receive 1.1533 shares of the Company's common stock, par value $0.001 per share , other than those shares of TransEnterix Surgical's common stock held by non-accredited investors, which shares were instead converted into the right to receive an amount in cash per share of SafeStitch common stock equal to $1.08, without interest, which was the volume-weighted average price of a share of common stock on the OTCBB for the 60-trading day period ended on August 30, 2013 (one business day prior to the effective date of the Merger). Upon the closing of the Merger, and in accordance with the terms of the Merger Agreement, the Company issued an aggregate of 21,109,949 shares of the Company's common stock as Merger consideration and paid $293,000 to unaccredited investors in lieu of common stock. Additionally, pursuant to the Merger Agreement, upon consummation of the Merger, the Company assumed all of TransEnterix Surgical's options, whether vested or unvested, and warrants issued and outstanding immediately prior to the Merger at the same Exchange Ratio. | |||||
During July 2013, TransEnterix Surgical issued promissory notes (the "Bridge Notes") to related parties consisting of existing investors of TransEnterix Surgical, in the aggregate principal amount of $2.0 million, as contemplated by the Merger Agreement. The Bridge Notes bore interest at a rate of 8% per annum. The Bridge Notes were not secured by any collateral and were subordinated in right of payment to the loan evidenced by the SVB - Oxford LSA. The Bridge Notes were converted into Series B Preferred Stock at the effective time of the Merger. | |||||
Concurrent with the closing of the Merger, and in accordance with the terms of the Purchase Agreement, the Company issued 7,544,704.4 shares of Series B Preferred Stock, each share of which is convertible, subject to certain conditions, into two shares of common stock, for a purchase price of $4.00 per share of Series B Preferred Stock, which was paid in cash, cancellation of certain Bridge Notes of TransEnterix Surgical or a combination thereof. The majority of the Series B Preferred Stock was issued to related parties who were existing stockholders of SafeStitch and TransEnterix Surgical. Pursuant to the Purchase Agreement, the Company issued and sold an additional 25,000 shares of Series B Preferred Stock within the period provided in the Purchase Agreement resulting in gross proceeds to the Company of approximately $100,000. Each share of Series B Preferred Stock was converted into two shares of our common stock, par value $0.001 per share, on December 6, 2013. | |||||
At the closing of the Merger, each outstanding share of capital stock of TransEnterix Surgical was cancelled and extinguished and converted into the right to receive a portion of the Merger consideration in accordance with the Merger Agreement. The Bridge Notes were terminated at the closing of the Merger, and the holders of such Bridge Notes received Merger consideration in accordance with the Merger Agreement. | |||||
The Merger effectuated on September 3, 2013 qualified as a tax-free reorganization under Section 368 of the Internal Revenue Code. As a result of the Merger, the utilization of certain tax attributes of the Company may be limited in future periods under the rules prescribed under Section 382 of the Internal Revenue Code. | |||||
The Company's assets and liabilities are presented at their preliminary estimated fair values, with the excess of the purchase price over the sum of these fair values presented as goodwill. | |||||
The following table summarizes the purchase price (in thousands): | |||||
Common shares outstanding at the date of merger | 12,350 | ||||
Closing price per share | $ | 7.6 | |||
$ | 93,858 | ||||
Cash consideration | 293 | ||||
Total purchase price | $ | 94,151 | |||
The purchase price was allocated to the net assets acquired utilizing the methodology prescribed in ASC 805. The Company recorded goodwill of $93.8 million after recording net assets acquired at fair value as presented in the following table. | |||||
The following table summarizes the allocation of the purchase price to the net assets acquired (in thousands): | |||||
Cash and cash equivalents | $ | 597 | |||
Accounts receivable | 54 | ||||
Inventory | 50 | ||||
Other current assets | 53 | ||||
Property and equipment | 185 | ||||
Other long-term asset | 2 | ||||
Intangible assets | 10 | ||||
Goodwill | 93,842 | ||||
Total assets acquired | $ | 94,793 | |||
Accounts payable and other liabilities | 642 | ||||
Total purchase price | $ | 94,151 | |||
Following the announcement of the Merger, the SafeStitch stock price increased prior to the Merger closing date of September 3, 2013, generating additional goodwill. There may be impairment in the future and the impairment of goodwill will be assessed annually. | |||||
The Company allocated $10,000 of the purchase price to identifiable intangible assets of trade names that met the separability and contractual legal criterion of ASC 805. The trade names will be amortized using the straight-line method over 5 years. | |||||
The results of operations of SafeStitch have been included in the Company's consolidated financial statements from the date of the Merger. | |||||
Subsequent_Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2014 | |
Subsequent Events [Abstract] | ' |
Subsequent Events | ' |
16. Subsequent Events | |
On April 14, 2014, the Company agreed to sell 12,500,000 shares of common stock at a public offering price of $4.00 per share for aggregate gross proceeds of $50.0 million in an underwritten firm commitment public offering. The Company has granted the underwriters an option, exercisable for 30 days, to purchase up to an additional 1,875,000 shares of common stock to cover over-allotments. Certain of the Company's existing stockholders that are affiliated with certain of the Company's directors have agreed to purchase $10 million of common stock in the public offering. The common stock was offered and sold pursuant to the Company's shelf registration statement on Form S-3 (File No. 333-193235) registering an aggregate of $100 million of designated securities of the Company. The shelf registration statement was declared effective by the SEC on April 2, 2014. The closing of the public offering occurred on April 21, 2014. On April 30, 2014, the underwriters exercised a portion of their over-allotment option to acquire an additional 1,610,000 shares at the public offering price of $4.00 per share for aggregate additional gross proceeds of $6.4 million. The purchase of the over-allotment shares closed on May 5, 2014. | |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2014 | |
Summary of Significant Accounting Policies [Abstract] | ' |
Basis of presentation | ' |
Basis of presentation | |
The Company has prepared the accompanying unaudited consolidated financial statements in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP") for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). The consolidated financial statements are unaudited and should be read in conjunction with the audited consolidated financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2013, filed with the SEC on March 5, 2014. The accompanying unaudited interim consolidated financial statements reflect all adjustments (consisting of normal recurring adjustments) which are, in the opinion of the Company's management, necessary for a fair statement of the Company's consolidated financial position, results of operations and cash flows for the periods presented. These principles require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The principal estimates relate to inventory valuation, stock-based compensation, accrued expenses and income tax valuation. Actual results could differ from those estimates. The year-end balance sheet data was derived from audited financial statements, but does not include all disclosures required by U.S. GAAP. All intercompany accounts and transactions have been eliminated in consolidation. | |
For a description of our critical accounting policies and estimates, please refer to the "Critical Accounting Policies and Estimates" section of the "Management's Discussion and Analysis of Financial Condition and Results of Operations" section contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2013 filed with the SEC on March 5, 2014 and its Form 10-K/A filed with the SEC on April 2, 2014. There have been no material changes in any of our accounting policies since December 31, 2013. | |
Consolidation | ' |
Consolidation | |
The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Isis Tele-Communications, Inc., which has no current operations, SafeStitch LLC, and TransEnterix Surgical, Inc. All inter-company accounts and transactions have been eliminated in consolidation. | |
Reverse Merger | ' |
Reverse Merger | |
On September 3, 2013, SafeStitch and TransEnterix Surgical, consummated the Merger whereby TransEnterix Surgical merged with a merger subsidiary of SafeStitch, with TransEnterix Surgical as the surviving entity in the Merger. As a result of the Merger, TransEnterix Surgical became a wholly owned subsidiary of SafeStitch. On December 6, 2013, SafeStitch changed its corporate name to TransEnterix, Inc. | |
The Reverse Merger has been accounted for as a reverse acquisition under which TransEnterix Surgical was considered the acquirer of SafeStitch. As such, the financial statements of TransEnterix Surgical are treated as the historical financial statements of the combined company, with the results of SafeStitch being included from September 3, 2013. | |
As a result of the Reverse Merger with SafeStitch, historical common stock amounts and additional paid in capital have been retroactively adjusted using an Exchange Ratio of 1.1533. | |
Stock Split | ' |
Stock Split | |
On March 31, 2014, the Company effectuated a reverse stock split of its issued and outstanding shares of common stock at a ratio of 1 for 5 (the "Reverse Stock Split"). As a result of the Reverse Stock Split, the Company's issued and outstanding stock decreased from 244,276,923 to 48,855,255 shares of common stock, all with a par value of $.001. All information related to common stock, stock options, RSUs, warrants and earnings per share for prior periods has been retroactively adjusted to give effect to the Reverse Stock Split. | |
Identifiable Intangible Assets and Goodwill | ' |
Identifiable Intangible Assets and Goodwill | |
Identifiable intangible assets are recorded at cost, or when acquired as part of a business acquisition, at estimated fair value. Certain intangible assets are amortized over 10 years. Similar to tangible personal property and equipment, the Company periodically evaluates identifiable intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. No impairment existed at March 31, 2014 or December 31, 2013. | |
Indefinite-lived intangible assets, such as goodwill are not amortized. The Company tests the carrying amounts of goodwill for recoverability on an annual basis at December 31st or when events or changes in circumstances indicate evidence of potential impairment exists, using a fair value based test. No impairment existed at December 31, 2013. | |
Debt Issuance Costs | ' |
Debt Issuance Costs | |
The Company capitalizes costs associated with the issuance of debt instruments and amortizes these costs to interest expense over the term of the related debt agreement using the effective yield amortization method. Unamortized debt issuance costs will be charged to operations when indebtedness under the related credit facility is repaid prior to maturity. | |
Business Acquisitions | ' |
Business Acquisitions | |
Business acquisitions are accounted for using the acquisition method of accounting in accordance with Accounting Standards Codification ("ASC") 805, "Business Combinations." ASC 805 requires, among other things, that assets acquired and liabilities assumed be recognized at their fair values, as determined in accordance with ASC 820, "Fair Value Measurements," as of the acquisition date. For certain assets and liabilities, book value approximates fair value. In addition, ASC 805 establishes that consideration transferred be measured at the closing date of the acquisition at the then-current market price, which may be different than the amount of consideration assumed in the pro forma financial statements. Under ASC 805, acquisition related costs (i.e., advisory, legal, valuation and other professional fees) and certain acquisition-related restructuring charges impacting the target company are expensed in the period in which the costs are incurred. The application of the acquisition method of accounting requires the Company to make estimates and assumptions related to the estimated fair values of net assets acquired. Significant judgments are used during this process, particularly with respect to intangible assets. Generally, intangible assets are amortized over their estimated useful lives. Goodwill and other indefinite-lived intangibles are not amortized, but are annually assessed for impairment. Therefore, the purchase price allocation to intangible assets and goodwill has a significant impact on future operating results. | |
Impact of Recently Issued Accounting Standards | ' |
Impact of Recently Issued Accounting Standards | |
New accounting pronouncements are issued by the Financial Accounting Standards Board ("FASB") or other standards setting bodies that the Company adopts according to the various timetables the FASB specifies. The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company's result of operations, financial position or cash flow. | |
Cash_Cash_Equivalents_Restrict1
Cash, Cash Equivalents, Restricted Cash, and Short-term Investments (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Cash and Cash Equivalents, Restricted Cash and Short-Term Investments [Abstract] | ' | ||||||||
Summary of Cash, cash equivalents, restricted cash, and short-term investments | ' | ||||||||
Cash, cash equivalents, restricted cash, and short-term investments consist of the following: | |||||||||
March 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
(unaudited) | |||||||||
(In thousands) | |||||||||
Cash | $ | 1,403 | $ | 930 | |||||
Money market | 2,757 | 9,084 | |||||||
Total cash and cash equivalents | $ | 4,160 | $ | 10,014 | |||||
Corporate bonds | $ | 4,469 | $ | 6,191 | |||||
Total short-term investments | $ | 4,469 | $ | 6,191 | |||||
Total restricted cash | $ | 250 | $ | 375 | |||||
Total | $ | 8,879 | $ | 16,580 | |||||
Fair_Value_Tables
Fair Value (Tables) | 3 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Defined Benefit Plan Disclosure [Line Items] | ' | ||||||||||||||||
Summary of Fair Value | ' | ||||||||||||||||
The following are the major categories of assets measured at fair value on a recurring basis as of March 31, 2014 and December 31, 2013, using quoted prices in active markets for identical assets (Level 1); significant other observable inputs (Level 2); and significant unobservable inputs (Level 3): | |||||||||||||||||
31-Mar-14 | |||||||||||||||||
(In thousands) | |||||||||||||||||
(unaudited) | |||||||||||||||||
Description | Quoted Prices | Significant | Significant | Total | |||||||||||||
in Active | Other | Unobservable | |||||||||||||||
Markets for | Observable | Inputs | |||||||||||||||
Identical | Inputs | ||||||||||||||||
Assets | |||||||||||||||||
(Level 1) | (Level 2) | (Level 3) | 31-Mar-14 | ||||||||||||||
Assets measured at fair value | |||||||||||||||||
Cash and cash equivalents | $ | 4,160 | $ | - | $ | - | $ | 4,160 | |||||||||
Restricted cash | 250 | - | - | 250 | |||||||||||||
Short term investments | - | 4,469 | - | 4,469 | |||||||||||||
Total assets measured at fair value | $ | 4,410 | $ | 4,469 | $ | - | $ | 8,879 | |||||||||
31-Dec-13 | |||||||||||||||||
(In thousands) | |||||||||||||||||
(unaudited) | |||||||||||||||||
Quoted Prices | Significant | Significant | Total | ||||||||||||||
in Active | Other | Unobservable | December 31, | ||||||||||||||
Markets for | Observable | Inputs | |||||||||||||||
Identical | Inputs | ||||||||||||||||
Assets | |||||||||||||||||
Description | (Level 1) | (Level 2) | (Level 3) | 2013 | |||||||||||||
Assets measured at fair value | |||||||||||||||||
Cash and cash equivalents | $ | 10,014 | $ | - | $ | - | $ | 10,014 | |||||||||
Restricted cash | 375 | - | - | 375 | |||||||||||||
Short term investments | - | 6,191 | - | $ | 6,191 | ||||||||||||
Total assets measured at fair value | $ | 10,389 | $ | 6,191 | $ | - | $ | 16,580 | |||||||||
Investments_Tables
Investments (Tables) | 3 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Investments [Abstract] | ' | ||||||||||||||||
Schedule of investment securities | ' | ||||||||||||||||
The aggregate fair values of investment securities along with unrealized gains and losses determined on an individual investment security basis are as follows: | |||||||||||||||||
(In thousands) | |||||||||||||||||
Amortized | Unrealized | Unrealized | Fair Value | ||||||||||||||
Cost | Gain | (Loss) | |||||||||||||||
March 31, 2014 (unaudited) | |||||||||||||||||
Corporate bonds | $ | 4,469 | $ | - | $ | - | $ | 4,469 | |||||||||
31-Dec-13 | |||||||||||||||||
Corporate bonds | $ | 6,191 | $ | - | $ | - | $ | 6,191 | |||||||||
Inventories_Tables
Inventories (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Inventories [Abstract] | ' | ||||||||
Schedule of Inventories | ' | ||||||||
The following table presents the components of inventories: | |||||||||
March 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
(In thousands) | |||||||||
(unaudited) | |||||||||
Finished goods | $ | 878 | $ | 896 | |||||
Reserve for excess and obsolete inventory | (227 | ) | (195 | ) | |||||
Total inventories | $ | 651 | $ | 701 | |||||
Goodwill_and_Intangible_Assets1
Goodwill and Intangible Assets (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Goodwill and Intangible Assets [Abstract] | ' | ||||||||
Schedule of Goodwill and Intangible Assets | ' | ||||||||
The following table presents the carrying value of the components of goodwill and intangible assets at the balance sheet dates: | |||||||||
March 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
(In thousands) | |||||||||
(unaudited) | |||||||||
Goodwill | $ | 93,842 | $ | 93,842 | |||||
Intangible assets: | |||||||||
Intellectual property | $ | 5,000 | $ | 5,000 | |||||
Trade names | 10 | 10 | |||||||
Amortization of intangible assets | (2,385 | ) | (2,259 | ) | |||||
Total intangible assets | $ | 2,625 | $ | 2,751 | |||||
Accrued_Expenses_Tables
Accrued Expenses (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Accrued Expenses [Abstract] | ' | ||||||||
Schedule of Accrued Expenses | ' | ||||||||
The following table presents the components of accrued expenses: | |||||||||
March 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
(In thousands) | |||||||||
(unaudited) | |||||||||
Vacation | $ | 331 | $ | 219 | |||||
Consulting | 218 | 102 | |||||||
Bonus | 194 | 519 | |||||||
Interest | 185 | 62 | |||||||
Legal and professional fees | 172 | 99 | |||||||
Vendors | 126 | 126 | |||||||
Corporate credit card | 119 | 56 | |||||||
Other | 186 | 223 | |||||||
Total accrued expenses | $ | 1,531 | $ | 1,406 | |||||
Notes_Payable_Tables
Notes Payable (Tables) | 3 Months Ended | ||||
Mar. 31, 2014 | |||||
Notes Payable [Abstract] | ' | ||||
Schedule of Components of Long-term debt | ' | ||||
The following table presents the components of long-term debt: | |||||
March 31, | |||||
2014 | |||||
(In thousands) | |||||
(unaudited) | |||||
Total long-term debt | $ | 7,543 | |||
Less: Current portion of long-term debt | 3,965 | ||||
Total long-term debt, net of current portion | $ | 3,578 | |||
StockBased_Compensation_Tables
Stock-Based Compensation (Tables) | 3 Months Ended | ||||||||||||
Mar. 31, 2014 | |||||||||||||
Stock-Based Compensation [Abstract] | ' | ||||||||||||
Schedule of Stock Option Activity | ' | ||||||||||||
The following table summarizes the Company's stock option activity, including grants to non-employees, for the year ended December 31, 2013 and the three months ended March 31, 2014: | |||||||||||||
Number of | Weighted- | Weighted- | |||||||||||
Shares | Average | Average | |||||||||||
Exercise Price | Remaining | ||||||||||||
Contractual | |||||||||||||
Term (Years) | |||||||||||||
Options outstanding at December 31, 2012 | 2,584,553 | $ | 0.4 | 8.7 | |||||||||
Options assumed through merger with SafeStitch | 709,550 | 3.75 | |||||||||||
Granted | 603,139 | 2.2 | |||||||||||
Cancelled | (6,129 | ) | 0.4 | ||||||||||
Exercised | (68,227 | ) | 0.8 | ||||||||||
Options outstanding at December 31, 2013 | 3,822,887 | $ | 1.3 | 7.95 | |||||||||
Granted | 787,300 | 8.11 | |||||||||||
Cancelled | (11,536 | ) | 0.35 | ||||||||||
Exercised | (13,838 | ) | 0.52 | ||||||||||
Options outstanding at March 31, 2014 | 4,584,813 | $ | 2.47 | 7.83 | |||||||||
Schedule of Stock Options Outstanding | ' | ||||||||||||
The following table summarizes information about stock options outstanding at March 31, 2014: | |||||||||||||
Number of | Weighted- | Weighted- | |||||||||||
Shares | Average | Average | |||||||||||
Exercise | Remaining | ||||||||||||
Price | Contractual | ||||||||||||
Term (Years) | |||||||||||||
Exercisable at March 31, 2014 | 2,132,813 | $ | 1.44 | 6.51 | |||||||||
Vested or expected to vest at March 31, 2014 | 4,372,135 | $ | 2.3 | 7.75 | |||||||||
Schedule of Unvested Stock Option Activity | ' | ||||||||||||
The following table summarizes the unvested stock option activity: | |||||||||||||
Weighted-Average | |||||||||||||
Number of Shares | Fair Value | ||||||||||||
Unvested options at December 31, 2012 | 1,707,536 | $ | 0.4 | ||||||||||
Unvested options assumed through merger with SafeStitch | 223,200 | 2.45 | |||||||||||
Granted | 603,139 | 0.95 | |||||||||||
Vested | (711,818 | ) | 1.25 | ||||||||||
Forfeited | (5,490 | ) | 0.2 | ||||||||||
Unvested options at December 31, 2013 | 1,816,566 | $ | 1.1 | ||||||||||
Granted | 787,300 | 3.1 | |||||||||||
Vested | (132,971 | ) | 0.85 | ||||||||||
Forfeited | (84 | ) | 0.2 | ||||||||||
Unvested options at March 31, 2014 | 2,470,811 | $ | 1.72 | ||||||||||
Closing_of_Merger_and_Financin1
Closing of Merger and Financing Transaction (Tables) | 3 Months Ended | ||||
Mar. 31, 2014 | |||||
Closing of Merger and Financing Transaction [Abstract] | ' | ||||
Schedule of Purchase Price | ' | ||||
The following table summarizes the purchase price (in thousands): | |||||
Common shares outstanding at the date of merger | 12,350 | ||||
Closing price per share | $ | 7.6 | |||
$ | 93,858 | ||||
Cash consideration | 293 | ||||
Total purchase price | $ | 94,151 | |||
Schedule of Allocation of Purchase Price to Net Assets Acquired | ' | ||||
The following table summarizes the allocation of the purchase price to the net assets acquired (in thousands): | |||||
Cash and cash equivalents | $ | 597 | |||
Accounts receivable | 54 | ||||
Inventory | 50 | ||||
Other current assets | 53 | ||||
Property and equipment | 185 | ||||
Other long-term asset | 2 | ||||
Intangible assets | 10 | ||||
Goodwill | 93,842 | ||||
Total assets acquired | $ | 94,793 | |||
Accounts payable and other liabilities | 642 | ||||
Total purchase price | $ | 94,151 | |||
Description_of_Business_Detail
Description of Business (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 | Dec. 06, 2013 | Dec. 05, 2013 | Sep. 03, 2013 | Sep. 17, 2013 | Dec. 06, 2013 | Sep. 03, 2013 |
Merger Agreement [Member] | Series B Convertible Preferred Stock [Member] | Series B Convertible Preferred Stock [Member] | Series B Convertible Preferred Stock [Member] | |||||
Rate | ||||||||
Organization and Capitalization [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Exchange ratio | ' | ' | ' | ' | 1.1533 | ' | ' | ' |
Common Stock, Par or Stated Value Per Share | $0.00 | $0.00 | ' | ' | $0.00 | ' | ' | ' |
Business Acquisition, Share Price | ' | ' | ' | ' | $1.08 | ' | ' | ' |
Shares issued as Merger consideration | ' | ' | ' | ' | 21,109,949 | ' | ' | ' |
Cash payment in Merger | ' | ' | ' | ' | $293,000 | ' | ' | ' |
Preferred stock, par value (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | $0.01 |
Shares to be purchased | ' | ' | ' | ' | ' | ' | ' | 7,544,704.40 |
Number of common stock shares issuable for preferred stock | ' | ' | ' | ' | ' | ' | ' | 2 |
Share Price | ' | ' | ' | ' | ' | ' | ' | $4 |
Shares issued and sold | ' | ' | ' | ' | ' | 25,000 | ' | ' |
Proceeds from issuance of Series B preferred stock | ' | ' | ' | ' | ' | $28,200,000 | ' | ' |
Common Stock, Shares Authorized | 750,000,000 | 750,000,000 | 750,000,000 | 225,000,000 | ' | ' | ' | ' |
Conversion of Stock, Shares Issued | ' | ' | ' | ' | ' | ' | 15,139,406 | ' |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Details) (USD $) | 3 Months Ended | 0 Months Ended | ||
Mar. 31, 2014 | Mar. 30, 2014 | Dec. 31, 2013 | Sep. 03, 2013 | |
Rate | Merger Agreement [Member] | |||
Rate | ||||
Accounting Policies [Line Items] | ' | ' | ' | ' |
Exchange ratio | ' | ' | ' | 1.1533 |
Reverse stock split, ratio | 0.2 | ' | ' | ' |
Common stock, shares issued | 48,855,255 | 244,276,923 | 48,841,417 | ' |
Common stock, shares outstanding | 48,855,255 | 244,276,923 | 48,841,417 | 12,350,000 |
Common stock, par value (in dollars per share) | $0.00 | ' | $0.00 | $0.00 |
Amortization Period | '10 years | ' | ' | '5 years |
Income_Taxes_Details
Income Taxes (Details) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Income Taxes [Abstract] | ' | ' |
Effective tax rate | 0.00% | 0.00% |
Cash_Cash_Equivalents_Restrict2
Cash, Cash Equivalents, Restricted Cash, and Short-term Investments (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||||
Cash and Cash Equivalents, Restricted Cash and Short-Term Investments [Abstract] | ' | ' | ' | ' |
Cash | $1,403 | $930 | ' | ' |
Money market | 2,757 | 9,084 | ' | ' |
Total cash and cash equivalents | 4,160 | 10,014 | 6,139 | 8,896 |
Corporate bonds | 4,469 | 6,191 | ' | ' |
Total short-term investments | 4,469 | 6,191 | ' | ' |
Total restricted cash | 250 | 375 | ' | ' |
Total | $8,879 | $16,580 | ' | ' |
Fair_value_Details
Fair value (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Assets measured at fair value | ' | ' |
Cash and Cash Equivalents | $4,160 | $10,014 |
Restricted Cash | 250 | 375 |
Short term investments | 4,469 | 6,191 |
Total Assets measured at fair value | 8,879 | 16,580 |
Fair Value, Inputs, Level 1 [Member] | ' | ' |
Assets measured at fair value | ' | ' |
Cash and Cash Equivalents | 4,160 | 10,014 |
Restricted Cash | 250 | 375 |
Short term investments | ' | ' |
Total Assets measured at fair value | 4,410 | 10,389 |
Fair Value, Inputs, Level 2 [Member] | ' | ' |
Assets measured at fair value | ' | ' |
Cash and Cash Equivalents | ' | ' |
Restricted Cash | ' | ' |
Short term investments | 4,469 | 6,191 |
Total Assets measured at fair value | 4,469 | 6,191 |
Fair Value, Inputs, Level 3 [Member] | ' | ' |
Assets measured at fair value | ' | ' |
Cash and Cash Equivalents | ' | ' |
Restricted Cash | ' | ' |
Short term investments | ' | ' |
Total Assets measured at fair value | ' | ' |
Investments_Details
Investments (Details) (Corporate bonds [Member], USD $) | 3 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Dec. 31, 2013 |
Corporate bonds [Member] | ' | ' |
Investments [Line Items] | ' | ' |
Amortized Cost | $4,469 | $6,191 |
Unrealized Gain | ' | ' |
Unrealized (Loss) | ' | ' |
Fair Value | $4,469 | $6,191 |
Inventories_Details
Inventories (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Inventories [Abstract] | ' | ' |
Finished goods | $878 | $896 |
Reserve for excess and obsolete inventory | -227 | -195 |
Total inventories | $651 | $701 |
Goodwill_and_Intangible_Assets2
Goodwill and Intangible Assets (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Intangible Assets By Major Class [Line Items] | ' | ' |
Goodwill | $93,842 | $93,842 |
Amortization of intangible assets | -2,385 | -2,259 |
Total intangible assets | 2,625 | 2,751 |
Intellectual Property [Member] | ' | ' |
Intangible Assets By Major Class [Line Items] | ' | ' |
Intangible assets | 5,000 | 5,000 |
Trade Names [Member] | ' | ' |
Intangible Assets By Major Class [Line Items] | ' | ' |
Intangible assets | $10 | $10 |
Accrued_Expenses_Details
Accrued Expenses (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Accrued Expenses [Abstract] | ' | ' |
Vacation | $331 | $219 |
Consulting | 218 | 102 |
Bonus | 194 | 519 |
Interest | 185 | 62 |
Legal and professional fees | 172 | 99 |
Vendors | 126 | 126 |
Corporate credit card | 119 | 56 |
Other | 186 | 223 |
Total accrued expenses | $1,531 | $1,406 |
Notes_Payable_Narrative_Detail
Notes Payable (Narrative) (Details) (USD $) | 3 Months Ended | 0 Months Ended | |||
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2014 | Jan. 17, 2012 | Sep. 03, 2013 | Mar. 31, 2014 | Mar. 31, 2014 |
Loan and Security Agreement [Member] | Loan and Security Agreement [Member] | Merger Agreement [Member] | Term A Loan [Member] | Term B Loan [Member] | |
Rate | Loan and Security Agreement [Member] | Loan and Security Agreement [Member] | |||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' |
Note issuance date | 17-Jan-12 | ' | ' | ' | ' |
Issuance of promissory note as part of merger transaction | $10,000,000 | ' | ' | $4,000,000 | $6,000,000 |
Maturity date | 1-Jan-16 | ' | ' | ' | ' |
Fixed interest rate | 8.75% | ' | ' | ' | ' |
Final payment fee, percentage | 3.33% | ' | ' | ' | ' |
Interest rate spread | 5.00% | ' | ' | ' | ' |
Warrants to purchase common shares | 1,397,939 | ' | ' | ' | ' |
Warrants, exercise price | ' | $0.29 | ' | ' | ' |
Warrants, expiration date | 16-Jan-22 | ' | ' | ' | ' |
Exchange ratio | ' | ' | 1.1533 | ' | ' |
Notes_Payable_Schedule_of_Long
Notes Payable (Schedule of Long-term Debt) (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Notes Payable [Abstract] | ' | ' |
Total long-term debt | $7,543 | ' |
Less: Current portion of long-term debt | 3,965 | 3,879 |
Total long-term debt, net of current portion | $3,578 | $4,602 |
StockBased_Compensation_Narrat
Stock-Based Compensation (Narrative) (Details) (USD $) | 3 Months Ended | 12 Months Ended | 0 Months Ended | 3 Months Ended | 3 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | ||||||
Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | Sep. 03, 2013 | Mar. 31, 2014 | Oct. 29, 2013 | Nov. 13, 2007 | Mar. 31, 2014 | Dec. 31, 2011 | Dec. 31, 2009 | Sep. 30, 2006 | Nov. 13, 2007 | Oct. 29, 2013 | Nov. 13, 2007 | Oct. 29, 2013 | |
Merger Agreement [Member] | Incentive Compensation Plan 2007 [Member] | Incentive Compensation Plan 2007 [Member] | Incentive Compensation Plan 2007 [Member] | Incentive Compensation Plan 2006 [Member] | Incentive Compensation Plan 2006 [Member] | Incentive Compensation Plan 2006 [Member] | Incentive Compensation Plan 2006 [Member] | Stock appreciation rights (SARs) [Member] | Stock appreciation rights (SARs) [Member] | Restricted stock, deferred stock, performance shares and/or other stock-based awards [Member] | Restricted stock, deferred stock, performance shares and/or other stock-based awards [Member] | ||||
Rate | Incentive Compensation Plan 2007 [Member] | Incentive Compensation Plan 2007 [Member] | Incentive Compensation Plan 2007 [Member] | Incentive Compensation Plan 2007 [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Exchange ratio | ' | ' | ' | 1.1533 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Incentive Compensation Plan, shares authorized for issuance | ' | ' | ' | ' | ' | 4,940,000 | 1,000,000 | ' | 3,378,189 | 1,110,053 | 80,000 | ' | ' | ' | ' |
Maximum number of shares that can be purchased by eligible employee | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 200,000 | 1,000,000 | 100,000 | 500,000 |
Stock Appreciation Rights, maximum term | ' | ' | ' | ' | '10 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Vesting period | ' | ' | ' | ' | ' | ' | ' | '4 years | ' | ' | ' | ' | ' | ' | ' |
Expiration period | ' | ' | ' | ' | '10 years | ' | ' | '10 years | ' | ' | ' | ' | ' | ' | ' |
Stock-based compensation expense | $279,000 | $65,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Options outstanding, aggregate intrinsic value | 32,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Options exercisable, aggregate intrinsic value | 17,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Options vested and expected to vest, aggregate intrinsic value | 31,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Granted in period | 787,300 | ' | 603,139 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted average fair value of stock options granted | $3.10 | ' | $0.95 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total intrinsic value of options exercised | $555,166 | ' | $347,593 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
StockBased_Compensation_Schedu
Stock-Based Compensation (Schedule of Stock Option Activity) (Details) (USD $) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Number of Shares | ' | ' | ' |
Options outstanding | 3,822,887 | 2,584,553 | ' |
Options assumed through merger with SafeStitch | ' | 709,550 | ' |
Granted in period | 787,300 | 603,139 | ' |
Cancelled | -11,536 | -6,129 | ' |
Exercised | -13,838 | -68,227 | ' |
Options outstanding | 4,584,813 | 3,822,887 | 2,584,553 |
Weighted-Average Exercise Price | ' | ' | ' |
Options outstanding | $1.30 | $0.40 | ' |
Options assumed through merger with SafeStitch | ' | $3.75 | ' |
Granted | $8.11 | $2.20 | ' |
Cancelled | $0.35 | $0.40 | ' |
Exercised | $0.52 | $0.80 | ' |
Options outstanding | $2.47 | $1.30 | $0.40 |
Weighted-Average Remaining Contractual Term (Years) | ' | ' | ' |
Options outstanding | '7 years 9 months 29 days | '7 years 11 months 12 days | '8 years 8 months 12 days |
StockBased_Compensation_Schedu1
Stock-Based Compensation (Schedule of Stock Options Outstanding) (Details) (USD $) | 3 Months Ended |
Mar. 31, 2014 | |
Number of Shares | ' |
Exercisable at March 31, 2014 | 2,132,813 |
Vested or expected to vest at March 31, 2014 | 4,372,135 |
Weighted-Average Exercise Price | ' |
Exercisable at March 31, 2014 | $1.44 |
Vested or expected to vest at March 31, 2014 | $2.30 |
Weighted-Average Remaining Contractual Term (Years) | ' |
Exercisable at March 31, 2014 | '6 years 6 months 4 days |
Vested or expected to vest at March 31, 2014 | '7 years 9 months |
StockBased_Compensation_Schedu2
Stock-Based Compensation (Schedule of Unvested Stock Option Activity) (Details) (USD $) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2014 | Dec. 31, 2013 | |
Number of Shares | ' | ' |
Granted in period | 787,300 | 603,139 |
Unvested Options [Member] | ' | ' |
Number of Shares | ' | ' |
Unvested options | 1,816,566 | 1,707,536 |
Unvested options assumed through merger with SafeStitch | ' | 223,200 |
Granted in period | 787,300 | 603,139 |
Vested | -132,971 | -711,818 |
Forfeited | -84 | -5,490 |
Unvested options | 2,470,811 | 1,816,566 |
Weighted-Average Fair Value | ' | ' |
Unvested options | 1.1 | 0.4 |
Unvested options assumed through merger with SafeStitch | ' | 2.45 |
Granted | 3.1 | 0.95 |
Vested | 0.85 | 1.25 |
Forfeited | 0.2 | 0.2 |
Options unvested | 1.72 | 1.1 |
Restricted_Stock_Units_Details
Restricted Stock Units (Details) (USD $) | 3 Months Ended | 12 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 |
Restricted Stock Units (RSUs) [Member] | Restricted Stock Units (RSUs) [Member] | |||
Share-Based Compensation Arrangement By Share-Based Payment Award [Line Items] | ' | ' | ' | ' |
Units issued | ' | ' | ' | 210,000 |
Vesting period | ' | ' | ' | '3 years |
Stock-based compensation expense | $279 | $65 | $126 | ' |
Unrecognized compensation cost related to unvested restricted shares | ' | ' | $1,260 | ' |
Unrecognized compensation cost, recognition period | ' | ' | '6 years 6 months | ' |
Warrants_Details
Warrants (Details) (USD $) | Sep. 03, 2013 | Jan. 17, 2012 | Dec. 31, 2013 | Sep. 03, 2013 | Mar. 22, 2013 | Mar. 22, 2013 | Dec. 31, 2013 |
Silicon Valley Bank and Oxford Finance LLC [Member] | Silicon Valley Bank and Oxford Finance LLC [Member] | Merger Agreement [Member] | 2013 PIPE investors [Member] | 2013 PIPE investors [Member] | 2013 PIPE investors [Member] | ||
Rate | Stock Purchase Agreement 2013 [Member] | Stock Purchase Agreement 2013 [Member] | Stock Purchase Agreement 2013 [Member] | ||||
investors | Related Parties [Member] | Related Parties [Member] | |||||
Class of Warrant or Right [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Number of investors | ' | ' | ' | ' | 17 | ' | ' |
Stock issued, shares | ' | ' | ' | ' | 2,420,000 | 1,280,000 | ' |
Stock issued, price per share | ' | ' | ' | ' | $1.25 | ' | ' |
Proceeds from PIPE | ' | ' | ' | ' | $3,000,000 | ' | ' |
Warrants to purchase common shares | ' | 279,586 | ' | ' | 1,209,600 | 640,000 | ' |
Warrants, exercise price | ' | ' | ' | ' | $1.65 | ' | ' |
Warrant, expiration period | ' | '10 years | ' | ' | '5 years | ' | ' |
Warrants outstanding | 1,200,000 | ' | ' | ' | ' | ' | ' |
Warrants exercised | ' | ' | 139,793 | ' | ' | ' | 54,000 |
Stock issued due to exercise of options | ' | ' | 112,766 | ' | ' | ' | ' |
Other expense | ' | $1,800,000 | ' | ' | ' | ' | ' |
Exchange ratio | ' | ' | ' | 1.1533 | ' | ' | ' |
Closing_of_Merger_and_Financin2
Closing of Merger and Financing Transaction (Narrative) (Details) (USD $) | 3 Months Ended | 0 Months Ended | 1 Months Ended | |||
Mar. 31, 2014 | Dec. 31, 2013 | Sep. 03, 2013 | Jul. 31, 2013 | Sep. 17, 2013 | Sep. 03, 2013 | |
Merger Agreement [Member] | Bridge Notes [Member] | Series B Convertible Preferred Stock [Member] | Series B Convertible Preferred Stock [Member] | |||
Rate | Merger Agreement [Member] | |||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' |
Exchange ratio | ' | ' | 1.1533 | ' | ' | ' |
Common Stock, Par or Stated Value Per Share | $0.00 | $0.00 | $0.00 | ' | ' | ' |
Business Acquisition, Share Price | ' | ' | $1.08 | ' | ' | ' |
Shares issued as Merger consideration | ' | ' | 21,109,949 | ' | ' | ' |
Cash payment in Merger | ' | ' | $293,000 | ' | ' | ' |
Debt instrument, face amount | ' | ' | ' | 2,000,000 | ' | ' |
Stated interest per annum | ' | ' | ' | 8.00% | ' | ' |
Preferred stock, par value (in dollars per share) | ' | ' | ' | ' | ' | $0.01 |
Shares to be purchased | ' | ' | ' | ' | ' | 7,544,704.40 |
Number of common stock shares issuable for preferred stock | ' | ' | ' | ' | ' | 2 |
Share Price | ' | ' | ' | ' | ' | $4 |
Shares issued and sold | ' | ' | ' | ' | 25,000 | ' |
Gross proceeds from Securities Purchase Agreement | ' | ' | ' | ' | 100,000 | ' |
Intangible assets | ' | ' | $10,000 | ' | ' | ' |
Amortization period | '10 years | ' | '5 years | ' | ' | ' |
Closing_of_Merger_and_Financin3
Closing of Merger and Financing Transaction (Schedule of Purchase Price) (Details) (USD $) | Mar. 31, 2014 | Mar. 30, 2014 | Dec. 31, 2013 | Sep. 03, 2013 |
In Thousands, except Share data, unless otherwise specified | Merger Agreement [Member] | |||
Business Acquisition [Line Items] | ' | ' | ' | ' |
Common shares outstanding at the date of merger | 48,855,255 | 244,276,923 | 48,841,417 | 12,350,000 |
Closing price per share | ' | ' | ' | $7.60 |
Equity consideration | ' | ' | ' | $93,858 |
Cash consideration | ' | ' | ' | 293 |
Total purchase price | ' | ' | ' | $94,151 |
Closing_of_Merger_and_Financin4
Closing of Merger and Financing Transaction (Schedule of Allocation of Purchase Price to Net Assets Acquired) (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 03, 2013 |
In Thousands, unless otherwise specified | Merger Agreement [Member] | ||
Business Acquisition [Line Items] | ' | ' | ' |
Cash and cash equivalents | ' | ' | $597 |
Accounts receivable | ' | ' | 54 |
Inventory | ' | ' | 50 |
Other current assets | ' | ' | 53 |
Property and equipment | ' | ' | 185 |
Other long-term asset | ' | ' | 2 |
Intangible assets | ' | ' | 10 |
Goodwill | 93,842 | 93,842 | 93,842 |
Total assets acquired | ' | ' | 94,793 |
Accounts payable and other liabilities | ' | ' | 642 |
Total purchase price | ' | ' | $94,151 |
Subsequent_Events_Details
Subsequent Events (Details) (Subsequent Event [Member], USD $) | 0 Months Ended | ||
In Millions, except Share data, unless otherwise specified | Apr. 30, 2014 | Apr. 14, 2014 | Apr. 02, 2014 |
Subsequent Event [Member] | ' | ' | ' |
Subsequent Event [Line Items] | ' | ' | ' |
Common stock to be sold, shares | ' | 12,500,000 | ' |
Public offering price | $4 | $4 | ' |
Expected aggregate gross proceeds | ' | $50 | ' |
Over-allotment option, shares to be issued to underwriters | ' | 1,875,000 | ' |
Value of stock to be purchased by existing stockholders | ' | 10 | ' |
Aggregate maximum value of designated securities to be sold | ' | ' | 100 |
Shares issued from option exercise by underwriters | 1,610,000 | ' | ' |
Additional proceeds from exercise of option by underwriters | $6.40 | ' | ' |