Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2015 | 4-May-15 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | FALSE | |
Document Period End Date | 31-Mar-15 | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | TRXC | |
Entity Registrant Name | TRANSENTERIX INC. | |
Entity Central Index Key | 876378 | |
Current Fiscal Year End Date | -19 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 65,608,391 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations and Comprehensive Loss (Unaudited) (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Income Statement [Abstract] | ||
Sales | $93 | |
Operating Expenses | ||
Cost of goods sold | 220 | |
Research and development | 7,484 | 5,011 |
Sales and marketing | 375 | 406 |
General and administrative | 1,980 | 1,614 |
Total Operating Expenses | 9,839 | 7,251 |
Operating Loss | -9,839 | -7,158 |
Other Expense | ||
Interest expense, net | -281 | -321 |
Total Other Expense, net | -281 | -321 |
Net Loss | -10,120 | -7,479 |
Other comprehensive income (loss) | 0 | 0 |
Comprehensive loss | ($10,120) | ($7,479) |
Net loss per share - basic and diluted | ($0.16) | ($0.15) |
Weighted average common shares outstanding - basic and diluted | 63,745 | 48,850 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Current Assets | ||
Cash and cash equivalents | $28,376 | $34,766 |
Accounts receivable, net | 53 | 133 |
Interest receivable | 1 | 1 |
Other current assets | 644 | 789 |
Total Current Assets | 29,074 | 35,689 |
Restricted cash | 250 | 250 |
Property and equipment, net | 3,010 | 3,120 |
Intellectual property, net | 2,116 | 2,241 |
Trade names, net | 7 | 7 |
Goodwill | 93,842 | 93,842 |
Other long term assets | 52 | 62 |
Total Assets | 128,351 | 135,211 |
Current Liabilities | ||
Accounts payable | 2,278 | 1,768 |
Accrued expenses | 1,626 | 1,769 |
Note payable - current portion | 1,540 | 610 |
Total Current Liabilities | 5,444 | 4,147 |
Long Term Liabilities | ||
Note payable - less current portion, net of debt discount | 8,360 | 9,275 |
Total Liabilities | 13,804 | 13,422 |
Commitments and Contingencies | ||
Stockholders' Equity | ||
Common stock $0.001 par value, 750,000,000 shares authorized at March 31, 2015 and December 31, 2014 ; and 64,478,085 and 63,182,806 shares issued and outstanding at March 31, 2015 and December 31, 2014, respectively | 64 | 63 |
Additional paid-in capital | 260,519 | 257,642 |
Accumulated deficit | -146,036 | -135,916 |
Total Stockholders' Equity | 114,547 | 121,789 |
Total Liabilities and Stockholders' Equity | $128,351 | $135,211 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2014 | Mar. 30, 2014 |
Statement of Partners' Capital [Abstract] | ||||
Common stock, par value (in dollars per share) | $0.00 | $0.00 | $0.00 | |
Common stock, shares authorized | 750,000,000 | 750,000,000 | ||
Common stock, shares issued | 64,478,085 | 63,182,806 | 48,855,255 | 244,276,923 |
Common stock, shares outstanding | 64,478,085 | 63,182,806 | 48,855,255 | 244,276,923 |
Consolidated_Statements_of_Sto
Consolidated Statements of Stockholders' Equity (USD $) | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] |
In Thousands | ||||
Balance at Dec. 31, 2014 | $121,789 | $63 | $257,642 | ($135,916) |
Balance, Shares at Dec. 31, 2014 | 63,183 | |||
Stock-based compensation | 899 | 899 | ||
Issuance of common stock, net of issuance costs | 1,783 | 1 | 1,782 | |
Issuance of common stock, net of issuance costs, Shares | 733 | |||
Exercise of stock options | 196 | 196 | ||
Exercise of stock options, Shares | 562 | |||
Net loss | -10,120 | -10,120 | ||
Balance at Mar. 31, 2015 | $114,547 | $64 | $260,519 | ($146,036) |
Balance, Shares at Mar. 31, 2015 | 64,478 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (Unaudited) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Operating Activities | ||
Net loss | ($10,120) | ($7,479) |
Adjustments to reconcile net loss to net cash and cash equivalents used in operating activities: | ||
Depreciation and amortization | 390 | 286 |
Amortization of debt discount | 15 | |
Amortization of debt issuance costs | 12 | 22 |
Stock-based compensation | 899 | 405 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 80 | 136 |
Interest receivable | -5 | |
Inventory | 50 | |
Other current and long term assets | 143 | -178 |
Restricted cash | 125 | |
Accounts payable | 510 | 54 |
Accrued expenses | -143 | 125 |
Net cash and cash equivalents used in operating activities | -8,214 | -6,459 |
Investing Activities | ||
Proceeds from sale and maturities of investments | 1,722 | |
Purchase of property and equipment | -155 | -187 |
Net cash and cash equivalents used in investing activities | -155 | -1,535 |
Financing Activities | ||
Payment of debt | -938 | |
Proceeds from issuance of common stock, net of issuance costs | 1,783 | |
Proceeds from exercise of stock options | 196 | 8 |
Net cash and cash equivalents provided by (used in) financing activities | 1,979 | -930 |
Net decrease in cash and cash equivalents | -6,390 | -5,854 |
Cash and Cash Equivalents, beginning of period | 34,766 | 10,014 |
Cash and Cash Equivalents, end of period | 28,376 | 4,160 |
Supplemental Disclosure for Cash Flow Information | ||
Interest paid | $187 | $179 |
Organization_and_Capitalizatio
Organization and Capitalization | 3 Months Ended | |
Mar. 31, 2015 | ||
Accounting Policies [Abstract] | ||
Organization and Capitalization | 1 | Organization and Capitalization |
TransEnterix, Inc. (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 under development also allows for three-dimensional (3-D) high definition vision technology. The Company previously commercialized the SPIDER ® Surgical System (the “SPIDER System”), a manual laparoscopic system in the United States, Europe and the Middle East. The SPIDER System utilized flexible instruments and articulating channels 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 manufactured multiple instruments that can be deployed using the SPIDER System, and which are being adapted for use with the SurgiBot System. The Company discontinued sales of the SPIDER System as of December 31, 2014. | ||
On September 3, 2013, TransEnterix Surgical, Inc., a Delaware corporation formerly known as TransEnterix, Inc. (“TransEnterix Surgical”) and SafeStitch Medical, Inc., a Delaware corporation (“SafeStitch”) 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. | ||
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, and to authorize 25,000,000 shares of preferred stock, par value $0.01 per share. The Company’s Board of Directors has the authority to fix the designations, powers, preferences and relative participating, optional and other special rights of shares of any series of preferred stock designated by them, and the qualifications, limitations or restrictions of such preferred stock. | ||
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. In the second quarter of 2014, the Company determined to cease internal development of the Gastroplasty Device. The Company is evaluating strategic alternatives for the former SafeStitch products. | ||
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; the Company’s ability to raise additional capital; its ability to successfully develop, clinically test and commercialize its 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 the Company intends to operate; its ability to attract and retain key management, marketing and scientific personnel; competition from new entrants; its ability to successfully prepare, file, prosecute, maintain, defend and enforce patent claims and other intellectual property rights; its ability to successfully transition from a research and development company to a marketing, sales and distribution concern; competition in the market for robotic surgical devices; and its ability to identify and pursue development of additional products. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 3 Months Ended | |
Mar. 31, 2015 | ||
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, 2014, filed with the SEC on February 20, 2015. 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, 2014 filed with the SEC on February 20, 2015. There have been no material changes in any of our accounting policies since December 31, 2014. | ||
Going Concern | ||
The accompanying consolidated financial statements have been prepared on a going concern basis. The Company has accumulated a deficit of approximately $146.0 million as of March 31, 2015 and a net loss of approximately $10.1 million for the three months ended March 31, 2015, and has not generated significant revenue or positive cash flows from operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts of liabilities that might result from the outcome of this uncertainty. To meet its capital needs, the Company is considering multiple alternatives, including, but not limited to, additional equity financings, debt financings and other funding transactions. There can be no assurance that the Company will be able to complete any such transaction on acceptable terms or otherwise. If the Company is unable to obtain the necessary capital, it will need to pursue a plan to license or sell its assets, seek to be acquired by another entity and/or cease operations. | ||
Consolidation | ||
The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, SafeStitch LLC, and TransEnterix Surgical, Inc. All inter-company accounts and transactions have been eliminated in consolidation. | ||
Reverse Merger | ||
On September 3, 2013, TransEnterix Surgical and SafeStitch, 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. | ||
Reverse 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 $0.001. All information related to common stock, stock options, restricted stock units, warrants and earnings per share for prior periods has been retroactively adjusted to give effect to the Reverse Stock Split, except for the reference to the Merger Exchange Ratio of 1.1533. | ||
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, 2015 or December 31, 2014. | ||
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 March 31, 2015 or December 31, 2014. | ||
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 | ||
In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (ASU 2014-09), which supersedes nearly all existing revenue recognition guidance under U.S. GAAP. The core principle of ASU 2014-09 is to recognize revenue when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing U.S. GAAP. | ||
The Standard is effective for annual periods beginning after December 15, 2016, and interim periods therein, using either of the following transition methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients, or (ii) a retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption (which includes additional footnote disclosures). We are currently evaluating the impact of our pending adoption of ASU 2014-09 on our consolidated financial statements and have not yet determined the method by which we will adopt the Standard in 2017. | ||
In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”). The amendments in ASU 2014-15 are intended to define management’s responsibility to evaluate whether there is substantial doubt about an organization’s ability to continue as a going concern and to provide related footnote disclosures. Under U.S. GAAP, financial statements are prepared under the presumption that the reporting organization will continue to operate as a going concern, except in limited circumstances. The going concern basis of accounting is critical to financial reporting because it establishes the fundamental basis for measuring and classifying assets and liabilities. Currently, U.S. GAAP lacks guidance about management’s responsibility to evaluate whether there is substantial doubt about the organization’s ability to continue as a going concern or to provide related footnote disclosures. This ASU provides guidance to an organization’s management, with principles and definitions that are intended to reduce diversity in the timing and content of disclosures that are commonly provided by organizations today in the financial statement footnotes. This update is effective for annual periods ending after December 15, 2016, and interim periods within annual periods beginning after December 15, 2016. Early application is permitted for annual or interim reporting periods for which the financial statements have not previously been issued. The Company does not expect this ASU will have a material impact on its consolidated financial statements. | ||
In April 2015, the FASB issued ASU No. 2015-03, “Interest—Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs (“ASU 2015-03”). ASU 2015-03 requires debt issuance costs to be presented in the balance sheet as a direct deduction from the carrying value of the associated debt liability, consistent with the presentation of a debt discount. Prior to the issuance of the standard, debt issuance costs were required to be presented in the balance sheet as an asset. The Company is currently assessing the impact that adopting this new accounting guidance will have on its consolidated financial statements and footnote disclosures. ASU 2015-03 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2015. |
Income_Taxes
Income Taxes | 3 Months Ended | |
Mar. 31, 2015 | ||
Income Tax Disclosure [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, 2015 as the Company incurred losses for the three month period ended March 31, 2015 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, 2015. 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, 2015 and 2014 was 0%. At March 31, 2015, 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, 2015 | ||
Earnings 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. In computing diluted net loss per share for the three months ended March 31, 2015 and 2014, no adjustment has been made to the weighted average outstanding common shares as the assumed exercise of outstanding options and warrants would be anti-dilutive. |
Cash_Cash_Equivalents_Restrict
Cash, Cash Equivalents, Restricted Cash and Short-Term Investments | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Cash and Cash Equivalents [Abstract] | |||||||||
Cash, Cash Equivalents, Restricted Cash and Short-Term Investments | 5 | Cash, 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 as of March 31, 2015 and December 31, 2014. | |||||||||
The Company held no investments at March 31, 2015 and December 31, 2014 as it sold all its investment securities during 2014. There were no realized gains or losses for the three months ended March 31, 2015 or 2014. | |||||||||
Cash, cash equivalents and restricted cash consist of the following: | |||||||||
March 31, | December 31, | ||||||||
2015 | 2014 | ||||||||
(unaudited) | |||||||||
(In thousands) | |||||||||
Cash | $ | 1,117 | $ | 1,511 | |||||
Money market | 27,259 | 33,255 | |||||||
Total cash and cash equivalents | 28,376 | 34,766 | |||||||
Total restricted cash | $ | 250 | $ | 250 | |||||
Total | $ | 28,626 | $ | 35,016 | |||||
Fair_Value
Fair Value | 3 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
Fair Value Disclosures [Abstract] | |||||||||||||||||
Fair Value | 6 | Fair Value | |||||||||||||||
The Company held certain assets and liabilities that are required to be measured at fair value on a recurring basis. These assets and liabilities include available for sale securities classified as cash equivalents and a preferred stock warrant liability, respectively. 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, 2015 and December 31, 2014, using quoted prices in active markets for identical assets (Level 1); significant other observable inputs (Level 2); and significant unobservable inputs (Level 3): | |||||||||||||||||
March 31, 2015 | |||||||||||||||||
(In thousands) | |||||||||||||||||
(unaudited) | |||||||||||||||||
Description | Quoted Prices in | Significant Other | Significant | Total | |||||||||||||
Active Markets for | Observable Inputs | Unobservable Inputs | March 31, 2015 | ||||||||||||||
Identical Assets | (Level 2) | (Level 3) | |||||||||||||||
(Level 1) | |||||||||||||||||
Assets measured at fair value | |||||||||||||||||
Cash and Cash Equivalents | $ | 28,376 | $ | — | $ | — | $ | 28,376 | |||||||||
Restricted Cash | 250 | — | — | 250 | |||||||||||||
Total Assets measured at fair value | $ | 28,626 | $ | — | $ | — | $ | 28,626 | |||||||||
December 31, 2014 | |||||||||||||||||
(In thousands) | |||||||||||||||||
Description | Quoted Prices in | Significant Other | Significant | Total | |||||||||||||
Active Markets for | Observable Inputs | Unobservable Inputs | December 31, 2014 | ||||||||||||||
Identical Assets | (Level 2) | (Level 3) | |||||||||||||||
(Level 1) | |||||||||||||||||
Assets measured at fair value | |||||||||||||||||
Cash and Cash Equivalents | $ | 34,766 | $ | — | $ | — | $ | 34,766 | |||||||||
Restricted Cash | 250 | — | — | 250 | |||||||||||||
Total Assets measured at fair value | $ | 35,016 | $ | — | $ | — | $ | 35,016 | |||||||||
Goodwill_and_Intangible_Assets
Goodwill and Intangible Assets | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||
Goodwill and Intangible Assets | 7 | 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 | |||||||||
2015 | |||||||||
(In thousands) | |||||||||
(unaudited) | |||||||||
Goodwill | $ | 93,842 | $ | 93,842 | |||||
Intangible assets: | |||||||||
Intellectual property | 5,000 | 5,000 | |||||||
Trade names | 10 | 10 | |||||||
Amortization of intangible assets | (2,887 | ) | (2,762 | ) | |||||
Total intangible assets | $ | 2,123 | $ | 2,248 | |||||
Accrued_Expenses
Accrued Expenses | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Text Block [Abstract] | |||||||||
Accrued Expenses | 8 | Accrued Expenses | |||||||
The following table presents the components of accrued expenses: | |||||||||
March 31, | December 31, | ||||||||
2014 | |||||||||
2015 | |||||||||
(In thousands) | |||||||||
(unaudited) | |||||||||
Compensation and benefits | $ | 846 | $ | 1,036 | |||||
Consulting and other vendors | 279 | 208 | |||||||
Legal and professional fees | 107 | 145 | |||||||
Taxes | 70 | 189 | |||||||
Interest and final payment fee | 200 | 131 | |||||||
Other | 124 | 60 | |||||||
Total accrued expenses | $ | 1,626 | $ | 1,769 | |||||
RelatedPerson_Transactions
Related-Person Transactions | 3 Months Ended | |
Mar. 31, 2015 | ||
Related Party Transactions [Abstract] | ||
Related-Person Transactions | 9 | Related-Person Transactions |
Synecor, LLC and its shareholders and officers collectively owned approximately 9% of the Company’s common stock at March 31, 2015 and 2014. Various research and development services were purchased from Synecor LLC and its wholly owned subsidiary Synchrony Labs LLC and totaled approximately $335,000 and $15,000 for the three months ended March 31, 2015 and 2014, respectively. |
Notes_Payable
Notes Payable | 3 Months Ended | |
Mar. 31, 2015 | ||
Debt Disclosure [Abstract] | ||
Notes Payable | 10 | Notes Payable |
On January 17, 2012, TransEnterix Surgical entered into a loan and security agreement with Silicon Valley Bank and Oxford Finance LLC. The terms of the Original Loan Agreement provided 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 Original Loan Agreement, and agreed to amendments to the Original Loan Agreement, dated as of September 3, 2013 and October 31, 2013, respectively. The Original Loan Agreement had a maturity date of January 1, 2016 and a fixed interest rate of 8.75%. As of September 26, 2014, the outstanding principal amount of the Original Loan Agreement was $5,604,000. | ||
On September 26, 2014, the Company entered into the Amended and Restated Loan Agreement with the Lenders. Under the Amended and Restated Loan Agreement, the Lenders agreed to make certain term loans (the “Term Loans”) in an aggregate principal amount of up to $25,000,000. The first tranche increased the Company’s borrowings at September 26, 2014 from $5,604,000 to $10,000,000. Two additional tranches are to be made available as follows. The second tranche of $5,000,000 will be available at any time prior to one year after the closing date when the Company files a 510(k) application for its SurgiBot System, and completes an offering of its equity securities at or above $35 million. The third tranche of $10,000,000, will be made available to the Company at any time prior to two years after the closing date upon recognition of at least $10,000,000 of trailing six-month revenues from the SurgiBot System and SurgiBot-related products. The Company is entitled to make interest-only payments for 12 months from the closing date, which interest-only period is extended to 18 months if the Company receives 510(k) clearance for its SurgiBot System at any time before October 31, 2015. The maturity date of the Term Loans is April 1, 2018 without the interest-only extension and October 1, 2018 with the interest-only extension. | ||
The Term Loans bear interest at a fixed rate equal to 7.50% per annum. |
Controlled_Equity_Offering_and
Controlled Equity Offering and Public Offering of Common Stock | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
Equity [Abstract] | |||||
Controlled Equity Offering and Public Offering of Common Stock | 11 | Controlled Equity Offering and Public Offering of Common Stock | |||
On February 20, 2015, the Company entered into a Controlled Equity OfferingSM Sales Agreement (the “Sales Agreement”) with Cantor Fitzgerald & Co. (“Cantor”), as sales agent, pursuant to which the Company can sell through Cantor, from time to time, up to $25 million in shares of common stock in an at-the-market offering. All sales of shares have been and will continue to be made pursuant to an effective shelf registration statement on Form S-3 filed with the SEC. The Company pays Cantor a commission of approximately 3% of the aggregate gross proceeds received from all sales of common stock under the Sales Agreement. Unless otherwise terminated earlier, the Sales Agreement continues until all shares available under the Sales Agreement have been sold. | |||||
The following table summarizes the total sales under the Sales Agreement for the periods indicated (in thousands, except per share amounts): | |||||
March 31, | |||||
2015 | |||||
Total shares of common stock sold | 733.2 | ||||
Average price per share | $ | 2.86 | |||
Gross proceeds | $ | 2,097 | |||
Commissions earned by Cantor | $ | 63 | |||
Other issuance costs | $ | 251 | |||
On April 14, 2014, the Company sold 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. Certain of the Company’s existing stockholders that are affiliated with certain of the Company’s directors purchased $10.0 million of common stock in the public offering. The closing of the public offering occurred on April 21, 2014. The Company 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. 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. Total proceeds were $52.4 million, net of issuance costs of $4.0 million. The common stock was offered and sold pursuant to the Shelf Registration Statement filed in January 2014 (the “January Registration Statement”), which was declared effective on April 2, 2014. The January Registration Statement allowed the Company to raise up to $100.0 million through the sale of debt securities, common stock, preferred stock, warrants, or any combination thereof. | |||||
Closing_of_Merger_and_Financin
Closing of Merger and Financing Transaction | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
Business Combinations [Abstract] | |||||
Closing of Merger and Financing Transaction | 12 | Closing of Merger and Financing Transaction | |||
Pursuant to an Agreement and Plan of Merger dated August 13, 2013, as amended by a First Amendment dated August 30, 2013 (collectively, the “Merger Agreement”), on September 3, 2013, the Company consummated the Merger in which a wholly owned subsidiary of SafeStitch merged with TransEnterix Surgical. Under the terms of the Merger Agreement, TransEnterix Surgical remained as the surviving corporation and as a wholly owned subsidiary of 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 Original Loan Agreement. The Bridge Notes were converted into Series B Preferred Stock of the Company 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 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 or TransEnterix Surgical. Under 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. 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. | |||||
In connection with the Merger Agreement and the September 2013 private placement, certain of SafeStitch’s and TransEnterix Surgical’s former stockholders, comprising approximately 93% of our stock on the effective date of the Merger, entered into Lock-up and Voting Agreements, pursuant to which such persons agreed, subject to certain exceptions, not to sell, transfer or otherwise convey any of the Company’s securities held by them (collectively, “Covered Securities”) for one year following the September 3, 2013 closing date (the “Closing Date”). The Lock-up and Voting Agreements provide that such persons may sell, transfer or convey: (i) up to 50% of their respective Covered Securities during the period commencing on the one-year anniversary of the Closing Date and ending on the eighteen-month anniversary of the Closing Date; and (ii) up to an aggregate of 75% of their respective Covered Securities during the period commencing on the eighteen-month anniversary of the Closing Date and ending on the two-year anniversary of the Closing Date. The restrictions on transfer contained in the Lock-up and Voting Agreements cease to apply to the Covered Securities following the second anniversary of the Closing Date. | |||||
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. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2015 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation |
The 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, 2014, filed with the SEC on February 20, 2015. 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, 2014 filed with the SEC on February 20, 2015. There have been no material changes in any of our accounting policies since December 31, 2014. | |
Going Concern | Going Concern |
The accompanying consolidated financial statements have been prepared on a going concern basis. The Company has accumulated a deficit of approximately $146.0 million as of March 31, 2015 and a net loss of approximately $10.1 million for the three months ended March 31, 2015, and has not generated significant revenue or positive cash flows from operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts of liabilities that might result from the outcome of this uncertainty. To meet its capital needs, the Company is considering multiple alternatives, including, but not limited to, additional equity financings, debt financings and other funding transactions. There can be no assurance that the Company will be able to complete any such transaction on acceptable terms or otherwise. If the Company is unable to obtain the necessary capital, it will need to pursue a plan to license or sell its assets, seek to be acquired by another entity and/or cease operations. | |
Consolidation | Consolidation |
The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, 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, TransEnterix Surgical and SafeStitch, 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. | |
Reverse Stock Split | Reverse 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 $0.001. All information related to common stock, stock options, restricted stock units, warrants and earnings per share for prior periods has been retroactively adjusted to give effect to the Reverse Stock Split, except for the reference to the Merger Exchange Ratio of 1.1533. | |
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, 2015 or December 31, 2014. | |
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 March 31, 2015 or December 31, 2014. | |
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 |
In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (ASU 2014-09), which supersedes nearly all existing revenue recognition guidance under U.S. GAAP. The core principle of ASU 2014-09 is to recognize revenue when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing U.S. GAAP. | |
The Standard is effective for annual periods beginning after December 15, 2016, and interim periods therein, using either of the following transition methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients, or (ii) a retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption (which includes additional footnote disclosures). We are currently evaluating the impact of our pending adoption of ASU 2014-09 on our consolidated financial statements and have not yet determined the method by which we will adopt the Standard in 2017. | |
In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”). The amendments in ASU 2014-15 are intended to define management’s responsibility to evaluate whether there is substantial doubt about an organization’s ability to continue as a going concern and to provide related footnote disclosures. Under U.S. GAAP, financial statements are prepared under the presumption that the reporting organization will continue to operate as a going concern, except in limited circumstances. The going concern basis of accounting is critical to financial reporting because it establishes the fundamental basis for measuring and classifying assets and liabilities. Currently, U.S. GAAP lacks guidance about management’s responsibility to evaluate whether there is substantial doubt about the organization’s ability to continue as a going concern or to provide related footnote disclosures. This ASU provides guidance to an organization’s management, with principles and definitions that are intended to reduce diversity in the timing and content of disclosures that are commonly provided by organizations today in the financial statement footnotes. This update is effective for annual periods ending after December 15, 2016, and interim periods within annual periods beginning after December 15, 2016. Early application is permitted for annual or interim reporting periods for which the financial statements have not previously been issued. The Company does not expect this ASU will have a material impact on its consolidated financial statements. | |
In April 2015, the FASB issued ASU No. 2015-03, “Interest—Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs (“ASU 2015-03”). ASU 2015-03 requires debt issuance costs to be presented in the balance sheet as a direct deduction from the carrying value of the associated debt liability, consistent with the presentation of a debt discount. Prior to the issuance of the standard, debt issuance costs were required to be presented in the balance sheet as an asset. The Company is currently assessing the impact that adopting this new accounting guidance will have on its consolidated financial statements and footnote disclosures. ASU 2015-03 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2015. |
Cash_Cash_Equivalents_Restrict1
Cash, Cash Equivalents, Restricted Cash and Short-Term Investments (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Cash and Cash Equivalents [Abstract] | |||||||||
Summary of Cash, Cash Equivalents and Restricted Cash | Cash, cash equivalents and restricted cash consist of the following: | ||||||||
March 31, | December 31, | ||||||||
2015 | 2014 | ||||||||
(unaudited) | |||||||||
(In thousands) | |||||||||
Cash | $ | 1,117 | $ | 1,511 | |||||
Money market | 27,259 | 33,255 | |||||||
Total cash and cash equivalents | 28,376 | 34,766 | |||||||
Total restricted cash | $ | 250 | $ | 250 | |||||
Total | $ | 28,626 | $ | 35,016 | |||||
Fair_Value_Tables
Fair Value (Tables) | 3 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
Fair Value Disclosures [Abstract] | |||||||||||||||||
Summary of Assets Measured at Fair Value on Recurring Basis | The following are the major categories of assets measured at fair value on a recurring basis as of March 31, 2015 and December 31, 2014, using quoted prices in active markets for identical assets (Level 1); significant other observable inputs (Level 2); and significant unobservable inputs (Level 3): | ||||||||||||||||
March 31, 2015 | |||||||||||||||||
(In thousands) | |||||||||||||||||
(unaudited) | |||||||||||||||||
Description | Quoted Prices in | Significant Other | Significant | Total | |||||||||||||
Active Markets for | Observable Inputs | Unobservable Inputs | March 31, 2015 | ||||||||||||||
Identical Assets | (Level 2) | (Level 3) | |||||||||||||||
(Level 1) | |||||||||||||||||
Assets measured at fair value | |||||||||||||||||
Cash and Cash Equivalents | $ | 28,376 | $ | — | $ | — | $ | 28,376 | |||||||||
Restricted Cash | 250 | — | — | 250 | |||||||||||||
Total Assets measured at fair value | $ | 28,626 | $ | — | $ | — | $ | 28,626 | |||||||||
December 31, 2014 | |||||||||||||||||
(In thousands) | |||||||||||||||||
Description | Quoted Prices in | Significant Other | Significant | Total | |||||||||||||
Active Markets for | Observable Inputs | Unobservable Inputs | December 31, 2014 | ||||||||||||||
Identical Assets | (Level 2) | (Level 3) | |||||||||||||||
(Level 1) | |||||||||||||||||
Assets measured at fair value | |||||||||||||||||
Cash and Cash Equivalents | $ | 34,766 | $ | — | $ | — | $ | 34,766 | |||||||||
Restricted Cash | 250 | — | — | 250 | |||||||||||||
Total Assets measured at fair value | $ | 35,016 | $ | — | $ | — | $ | 35,016 | |||||||||
Goodwill_and_Intangible_Assets1
Goodwill and Intangible Assets (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Goodwill and Intangible Assets Disclosure [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, | ||||||||
2015 | 2014 | ||||||||
(In thousands) | |||||||||
(unaudited) | |||||||||
Goodwill | $ | 93,842 | $ | 93,842 | |||||
Intangible assets: | |||||||||
Intellectual property | 5,000 | 5,000 | |||||||
Trade names | 10 | 10 | |||||||
Amortization of intangible assets | (2,887 | ) | (2,762 | ) | |||||
Total intangible assets | $ | 2,123 | $ | 2,248 | |||||
Accrued_Expenses_Tables
Accrued Expenses (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Text Block [Abstract] | |||||||||
Schedule of Accrued Expenses | The following table presents the components of accrued expenses: | ||||||||
March 31, | December 31, | ||||||||
2015 | 2014 | ||||||||
(In thousands) | |||||||||
(unaudited) | |||||||||
Compensation and benefits | $ | 846 | $ | 1,036 | |||||
Consulting and other vendors | 279 | 208 | |||||||
Legal and professional fees | 107 | 145 | |||||||
Taxes | 70 | 189 | |||||||
Interest and final payment fee | 200 | 131 | |||||||
Other | 124 | 60 | |||||||
Total accrued expenses | $ | 1,626 | $ | 1,769 | |||||
Controlled_Equity_Offering_and1
Controlled Equity Offering and Public Offering of Common Stock (Tables) | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
Equity [Abstract] | |||||
Schedule of Total Sales under Sales Agreement | The following table summarizes the total sales under the Sales Agreement for the periods indicated (in thousands, except per share amounts): | ||||
March 31, | |||||
2015 | |||||
Total shares of common stock sold | 733.2 | ||||
Average price per share | $ | 2.86 | |||
Gross proceeds | $ | 2,097 | |||
Commissions earned by Cantor | $ | 63 | |||
Other issuance costs | $ | 251 |
Closing_of_Merger_and_Financin1
Closing of Merger and Financing Transaction (Tables) | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
Business Combinations [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 | |||
Organization_and_Capitalizatio1
Organization and Capitalization - Additional Information (Detail) (USD $) | 3 Months Ended | ||
Mar. 31, 2015 | Dec. 31, 2014 | Dec. 06, 2013 | |
Segment | |||
Organization and Capitalization [Line Items] | |||
Common stock, shares authorized | 750,000,000 | 750,000,000 | |
Preferred stock, shares authorized | 25,000,000 | ||
Preferred stock, par value (in dollars per share) | $0.01 | ||
Number of business segments | 1 | ||
Minimum [Member] | |||
Organization and Capitalization [Line Items] | |||
Common stock, shares authorized | 225,000,000 | ||
Maximum [Member] | |||
Organization and Capitalization [Line Items] | |||
Common stock, shares authorized | 750,000,000 |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies - Additional Information (Detail) (USD $) | 3 Months Ended | 12 Months Ended | 0 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | Sep. 03, 2013 | Mar. 30, 2014 | |
Accounting Policies [Line Items] | |||||
Accumulated deficit | ($146,036,000) | ($135,916,000) | |||
Net Income Loss Attributable To Parent | -10,120,000 | -7,479,000 | |||
Reverse stock split, ratio | 0.2 | ||||
Common stock, shares issued | 64,478,085 | 48,855,255 | 63,182,806 | 244,276,923 | |
Common stock, shares outstanding | 64,478,085 | 48,855,255 | 63,182,806 | 244,276,923 | |
Common stock, par value (in dollars per share) | $0.00 | $0.00 | $0.00 | ||
Impairment charges | $0 | $0 | |||
Maximum [Member] | |||||
Accounting Policies [Line Items] | |||||
Amortization period | 10 years | ||||
Merger Agreement [Member] | |||||
Accounting Policies [Line Items] | |||||
Exchange ratio | 1.1533 | ||||
Common stock, shares outstanding | 12,350,000 | ||||
Common stock, par value (in dollars per share) | $0.00 | ||||
Amortization period | 5 years |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Income Tax Disclosure [Abstract] | ||
Estimated annual effective tax rate | 0.00% | |
Effective tax rate | 0.00% | 0.00% |
Unrecognized tax benefits | $0 |
Cash_and_Cash_Equivalents_Rest
Cash and Cash Equivalents, Restricted Cash and Short-Term Investments - Additional Information (Detail) (USD $) | 3 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | |
Cash and Cash Equivalents [Abstract] | |||
Total restricted cash | $250,000 | $250,000 | |
Investments | 0 | 0 | |
Realized gains or losses | $0 | $0 |
Cash_and_Cash_Equivalents_Rest1
Cash and Cash Equivalents, Restricted Cash and Short-Term Investments - Summary of Cash, Cash Equivalents and Restricted Cash (Detail) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||||
Cash and Cash Equivalents [Abstract] | ||||
Cash | $1,117 | $1,511 | ||
Money market | 27,259 | 33,255 | ||
Total cash and cash equivalents | 28,376 | 34,766 | 4,160 | 10,014 |
Total restricted cash | 250 | 250 | ||
Total | $28,626 | $35,016 |
Fair_Value_Summary_of_Assets_M
Fair Value - Summary of Assets Measured at Fair Value on Recurring Basis (Detail) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||||
Assets measured at fair value | ||||
Cash and cash equivalents | $28,376 | $34,766 | $4,160 | $10,014 |
Restricted cash | 250 | 250 | ||
Total Assets measured at fair value | 28,626 | 35,016 | ||
Fair Value, Inputs, Level 1 [Member] | ||||
Assets measured at fair value | ||||
Cash and cash equivalents | 28,376 | 34,766 | ||
Restricted cash | 250 | 250 | ||
Total Assets measured at fair value | $28,626 | $35,016 |
Goodwill_and_Intangible_Assets2
Goodwill and Intangible Assets - Schedule of Goodwill and Intangible Assets (Detail) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Intangible Assets By Major Class [Line Items] | ||
Goodwill | $93,842 | $93,842 |
Amortization of intangible assets | -2,887 | -2,762 |
Total intangible assets | 2,123 | 2,248 |
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_Schedule_of_A
Accrued Expenses - Schedule of Accrued Expenses (Detail) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Accrued Liabilities, Current [Abstract] | ||
Compensation and benefits | $846 | $1,036 |
Consulting and other vendors | 279 | 208 |
Legal and professional fees | 107 | 145 |
Taxes | 70 | 189 |
Interest and final payment fee | 200 | 131 |
Other | 124 | 60 |
Total accrued expenses | $1,626 | $1,769 |
RelatedPerson_Transactions_Add
Related-Person Transactions - Additional Information (Detail) (Synecor, LLC [Member], USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Related Party Transaction [Line Items] | ||
Payments to Acquire in Process Research and Development | $335,000 | $15,000 |
Officer [Member] | Common Stock [Member] | ||
Related Party Transaction [Line Items] | ||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 9.00% | 9.00% |
Notes_Payable_Additional_Infor
Notes Payable - Additional Information (Detail) (USD $) | 3 Months Ended | 0 Months Ended |
Mar. 31, 2015 | Sep. 26, 2014 | |
Amended and Restated Loan Agreement [Member] | ||
Debt Instrument [Line Items] | ||
Term loan aggregate principal amount | $25,000,000 | |
Period of interest description | The Company is entitled to make interest-only payments for 12 months, which interest-only period is extended to 18 months if the Company receives 510(k) clearance for its SurgiBot System at any time before October 31, 2015 | |
Amended and Restated Loan Agreement [Member] | Surgi Bot [Member] | ||
Debt Instrument [Line Items] | ||
Trailing six-month revenues recognition | 10,000,000 | |
Amended and Restated Loan Agreement [Member] | Second Tranche [Member] | ||
Debt Instrument [Line Items] | ||
Amount of borrowing under agreement | 5,000,000 | |
Borrowing agreement expiration date | 1 year | |
Amended and Restated Loan Agreement [Member] | Second Tranche [Member] | Minimum [Member] | ||
Debt Instrument [Line Items] | ||
Amount of equity securities offering | 35,000,000 | |
Amended and Restated Loan Agreement [Member] | Third Tranche [Member] | ||
Debt Instrument [Line Items] | ||
Borrowing agreement expiration date | 2 years | |
Amended and Restated Loan Agreement [Member] | Third Tranche [Member] | Minimum [Member] | ||
Debt Instrument [Line Items] | ||
Amount of borrowing under agreement | 10,000,000 | |
Amended and Restated Loan Agreement [Member] | First Tranche [Member] | Minimum [Member] | ||
Debt Instrument [Line Items] | ||
Amount of borrowing under agreement | 5,604,000 | |
Amended and Restated Loan Agreement [Member] | First Tranche [Member] | Maximum [Member] | ||
Debt Instrument [Line Items] | ||
Amount of borrowing under agreement | 10,000,000 | |
Amended and Restated Loan Agreement [Member] | Without Interest Only Extension [Member] | ||
Debt Instrument [Line Items] | ||
Maturity date of the term loans | 1-Apr-18 | |
Amended and Restated Loan Agreement [Member] | With Interest Only Extension [Member] | ||
Debt Instrument [Line Items] | ||
Maturity date of the term loans | 1-Oct-18 | |
Libor [Member] | ||
Debt Instrument [Line Items] | ||
Term loan fixed interest rate | 7.50% | |
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 | |
Maturity date | 1-Jan-16 | |
Term loan fixed interest rate | 8.75% | |
Outstanding principal amount of the original loan agreement | 5,604,000 | |
Loan and Security Agreement [Member] | Term A Loan [Member] | ||
Debt Instrument [Line Items] | ||
Issuance of promissory note as part of merger transaction | 4,000,000 | |
Loan and Security Agreement [Member] | Term B Loan [Member] | ||
Debt Instrument [Line Items] | ||
Issuance of promissory note as part of merger transaction | 6,000,000 |
Controlled_Equity_Offering_and2
Controlled Equity Offering and Public Offering of Common Stock - Additional Information (Detail) (USD $) | 1 Months Ended | 3 Months Ended | 0 Months Ended | |
Apr. 30, 2014 | Mar. 31, 2015 | Feb. 20, 2015 | Apr. 14, 2014 | |
Stockholders Equity Common Stock [Line Items] | ||||
Common stock to be sold, shares | 12,500,000 | |||
Public offering price | $4 | $4 | ||
Expected aggregate gross proceeds | $50,000,000 | |||
Value of stock to be purchased by existing stockholders | 10,000,000 | |||
Over-allotment option, shares to be issued to underwriters | 1,875,000 | |||
Shares issued from option exercise by underwriters | 1,610,000 | |||
Additional proceeds from exercise of option by underwriters | 6,400,000 | |||
Proceeds from issuance of common stock, net of issuance costs | 52,400,000 | 1,783,000 | ||
Issuance costs of Issuance of common shares | 4,000,000 | |||
Aggregate maximum value of designated securities to be sold | $100,000,000 | |||
Cantor Fitzgerald & Co. [Member] | ||||
Stockholders Equity Common Stock [Line Items] | ||||
Sale of common stock in an at-the-market offering | 25,000,000 | |||
Percentage of commission paid | 3.00% |
Controlled_Equity_Offering_and3
Controlled Equity Offering and Public Offering of Common Stock - Schedule of Total Sales under Sales Agreement (Detail) (Cantor Fitzgerald & Co. [Member], USD $) | 3 Months Ended |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2015 |
Cantor Fitzgerald & Co. [Member] | |
Sale And Issue Of Shares Under Agreement [Line Items] | |
Total shares of common stock sold | 733,200 |
Average price per share | $2.86 |
Gross proceeds | $2,097 |
Commissions earned by Cantor | 63 |
Other issuance costs | $251 |
Closing_of_Merger_and_Financin2
Closing of Merger and Financing Transaction - Additional Information (Detail) (USD $) | 3 Months Ended | 0 Months Ended | |||||
Mar. 31, 2015 | Sep. 17, 2013 | Sep. 03, 2013 | Dec. 31, 2014 | Mar. 31, 2014 | Dec. 06, 2013 | Jul. 31, 2013 | |
Business Acquisition [Line Items] | |||||||
Common stock, par value (in dollars per share) | $0.00 | $0.00 | $0.00 | ||||
Preferred stock, par value (in dollars per share) | $0.01 | ||||||
Percentage of stock acquired | 93.00% | ||||||
Merger agreement, description | The Lock-up and Voting Agreements provide that such persons may sell, transfer or convey (i) up to 50% of their respective Covered Securities during the period commencing on the one-year anniversary of the Closing Date and ending on the eighteen-month anniversary of the Closing Date; and (ii) up to an aggregate of 75% of their respective Covered Securities during the period commencing on the eighteen-month anniversary of the Closing Date and ending on the two-year anniversary of the Closing Date. | ||||||
Goodwill | $93,842,000 | $93,842,000 | |||||
Intellectual property, net | 2,116,000 | 2,241,000 | |||||
Series B Convertible Preferred Stock [Member] | |||||||
Business Acquisition [Line Items] | |||||||
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 | ||||||
Ending On Eighteen Month Anniversary [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Percentage of covered securities | 50.00% | ||||||
Ending On Two Year Anniversary [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Percentage of covered securities | 75.00% | ||||||
Merger Agreement [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Exchange ratio | 1.1533 | ||||||
Common stock, par value (in dollars per share) | $0.00 | ||||||
Business acquisition, share price | $1.08 | ||||||
Shares issued as Merger consideration | 21,109,949 | ||||||
Cash payment in Merger | 293,000 | ||||||
Goodwill | 93,842,000 | ||||||
Intellectual property, net | 10,000 | ||||||
Amortization period | 5 years | ||||||
Merger Agreement [Member] | Bridge Notes [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Issuance of promissory note as part of merger transaction | $2,000,000 | ||||||
Stated interest per annum | 8.00% | ||||||
Private Placement [Member] | Series B Convertible Preferred Stock [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Preferred stock, par value (in dollars per share) | $0.00 |
Closing_of_Merger_and_Financin3
Closing of Merger and Financing Transaction - Schedule of Purchase Price (Detail) (USD $) | 0 Months Ended | ||||
In Thousands, except Share data, unless otherwise specified | Sep. 03, 2013 | Mar. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2014 | Mar. 30, 2014 |
Business Acquisition [Line Items] | |||||
Common shares outstanding at the date of Merger | 64,478,085 | 63,182,806 | 48,855,255 | 244,276,923 | |
Merger Agreement [Member] | |||||
Business Acquisition [Line Items] | |||||
Common shares outstanding at the date of Merger | 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 (Detail) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 03, 2013 |
In Thousands, unless otherwise specified | |||
Business Acquisition [Line Items] | |||
Goodwill | $93,842 | $93,842 | |
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 | ||
Total assets acquired | 94,793 | ||
Accounts payable and other liabilities | 642 | ||
Total purchase price | $94,151 |