DOCUMENT AND ENTITY INFORMATION
DOCUMENT AND ENTITY INFORMATION - shares | 6 Months Ended | |
Jun. 30, 2015 | Jul. 31, 2015 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | TRANSGENOMIC INC | |
Entity Central Index Key | 1,043,961 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 13,872,510 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 | |
CURRENT ASSETS: | |||
Cash and cash equivalents | $ 2,309 | $ 1,609 | |
Accounts receivable, net | 9,719 | 7,627 | |
Inventories, net | 2,619 | 3,005 | |
Other current assets | 826 | 1,191 | |
Total current assets | 15,473 | 13,432 | |
PROPERTY AND EQUIPMENT: | |||
Equipment | 11,519 | 11,369 | |
Furniture, fixtures & leasehold improvements | 3,877 | 3,877 | |
Property and equipment, gross | 15,396 | 15,246 | |
Less: accumulated depreciation | (14,076) | (13,764) | |
Property and equipment, net | 1,320 | 1,482 | |
OTHER ASSETS: | |||
Goodwill | 6,918 | 6,918 | |
Intangibles, net | 7,549 | 7,964 | |
Other assets | 149 | 210 | |
Assets | 31,409 | 30,006 | |
CURRENT LIABILITIES: | |||
Current maturities of long-term debt | 2,825 | 462 | |
Accounts payable | 4,743 | 4,871 | |
Accrued compensation | 1,028 | 1,129 | |
Accrued expenses | 2,698 | 2,550 | |
Deferred revenue | 952 | 1,035 | |
Other liabilities | 1,067 | 1,068 | |
Total current liabilities | 13,313 | 11,115 | |
LONG TERM LIABILITIES: | |||
Long-term debt, less current maturities | 4,850 | 7,375 | |
Common stock warrant liability | 560 | 145 | |
Accrued preferred stock dividend | 0 | 3,130 | |
Other long-term liabilities | 1,762 | 1,688 | |
Total liabilities | 20,485 | 23,453 | |
STOCKHOLDERS’ EQUITY: | |||
Preferred stock, $0.01 par value, 15,000,000 shares authorized, 4,029,502 shares issued and outstanding | 40 | 40 | |
Common stock, $0.01 par value, 150,000,000 shares authorized, 12,328,918 and 8,084,471 shares issued and outstanding, respectively | [1] | 123 | 81 |
Additional paid-in capital | [1] | 197,187 | 189,680 |
Accumulated other comprehensive income | 348 | 340 | |
Accumulated deficit | (186,774) | (183,588) | |
Total stockholders’ equity | 10,924 | 6,553 | |
Liabilities and stockholders' equity | $ 31,409 | $ 30,006 | |
[1] | The shares of common stock and additional paid-in capital for all periods presented reflect the one-for-twelve reverse stock split that took effect on January 27, 2014. |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (PARENTHETICALS) | Jun. 30, 2015$ / sharesshares | Dec. 31, 2014$ / sharesshares |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 15,000,000 | 15,000,000 |
Preferred stock, shares issued | 4,029,502 | 4,029,502 |
Preferred stock, shares outstanding | 4,029,502 | 4,029,502 |
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 150,000,000 | 150,000,000 |
Common stock, shares issued | 12,328,918 | 8,084,471 |
Common stock, shares outstanding | 12,328,918 | 8,084,471 |
UNAUDITED CONDENSED CONSOLIDATE
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | ||
Income Statement [Abstract] | |||||
NET SALES | $ 7,040 | $ 6,764 | $ 13,553 | $ 13,015 | |
COST OF GOODS SOLD: | 4,168 | 4,371 | 7,707 | 8,128 | |
Gross profit | 2,872 | 2,393 | 5,846 | 4,887 | |
OPERATING EXPENSES: | |||||
Selling, general and administrative | 5,073 | 5,563 | 10,127 | 10,851 | |
Research and development | 576 | 785 | 1,143 | 1,530 | |
Operating Expenses | 5,649 | 6,348 | 11,270 | 12,381 | |
LOSS FROM OPERATIONS | (2,777) | (3,955) | (5,424) | (7,494) | |
OTHER INCOME (EXPENSE): | |||||
Interest expense, net | (186) | (146) | (376) | (328) | |
Warrant revaluation | (270) | 200 | (415) | 250 | |
Other, net | 0 | 0 | (13) | 0 | |
Other Income (Expense) | (456) | 54 | (804) | (78) | |
LOSS BEFORE INCOME TAXES | (3,233) | (3,901) | (6,228) | (7,572) | |
INCOME TAX EXPENSE (BENEFIT) | 42 | (8) | 88 | 497 | |
NET LOSS | (3,275) | (3,893) | (6,316) | (8,069) | |
PREFERRED STOCK DIVIDENDS | (331) | (305) | (662) | (535) | |
NET LOSS AVAILABLE TO COMMON STOCKHOLDERS | $ (3,606) | $ (4,198) | $ (6,978) | $ (8,604) | |
BASIC AND DILUTED LOSS PER COMMON SHARE (IN DOLLARS PER SHARE) | [1] | $ (0.30) | $ (0.57) | $ (0.65) | $ (1.17) |
BASIC AND DILUTED WEIGHTED-AVERAGE SHARES OF COMMON STOCK OUTSTANDING | [1] | 12,149,632 | 7,353,695 | 10,778,857 | 7,353,695 |
[1] | Net loss per share and the number of shares used in the per share calculations for all periods presented reflect the one-for-twelve reverse stock split that took effect on January 27, 2014. |
UNAUDITED CONDENSED CONSOLIDAT5
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (PARENTHETICALS) | Jan. 27, 2014 |
Income Statement [Abstract] | |
Stock split, conversion ratio | 0.0833 |
UNAUDITED CONDENSED CONSOLIDAT6
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Statement of Comprehensive Income [Abstract] | ||||
Net Loss | $ (3,275) | $ (3,893) | $ (6,316) | $ (8,069) |
Other comprehensive income (loss) - foreign currency translation adjustment | 42 | 22 | 8 | 34 |
Comprehensive Loss | $ (3,233) | $ (3,871) | $ (6,308) | $ (8,035) |
UNAUDITED CONDENSED CONSOLIDAT7
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Preferred Stock | Common Stock | Additional Paid-in Capital | [1] | Accumulated Deficit | Accumulated Other Comprehensive Income | ||
Balance, shares at Dec. 31, 2013 | 2,586,205 | 7,353,695 | [1] | ||||||
Balance at Dec. 31, 2013 | $ 11,446 | $ 26 | $ 73 | [1] | $ 179,459 | $ (168,502) | $ 390 | ||
Increase (Decrease) in Stockholders' Equity | |||||||||
Net loss | (13,942) | (13,942) | |||||||
Foreign currency translation adjustment | (50) | (50) | |||||||
Stock-based compensation | 977 | 977 | |||||||
Private placement, net, shares | [1] | 730,776 | |||||||
Private placement, net | 2,361 | $ 8 | [1] | 2,353 | |||||
Preferred stock agreement, shares | 1,443,297 | ||||||||
Preferred stock agreement | 6,905 | $ 14 | 6,891 | ||||||
Dividends on preferred stock | (1,144) | (1,144) | |||||||
Balance, shares at Dec. 31, 2014 | 4,029,502 | 8,084,471 | [1] | ||||||
Balance at Dec. 31, 2014 | 6,553 | $ 40 | $ 81 | [1] | 189,680 | (183,588) | 340 | ||
Increase (Decrease) in Stockholders' Equity | |||||||||
Net loss | (6,316) | (6,316) | |||||||
Foreign currency translation adjustment | 8 | 8 | |||||||
Stock-based compensation | 328 | 328 | |||||||
Private placement, net, shares | [1] | 3,573,899 | |||||||
Private placement, net | 6,209 | $ 36 | [1] | 6,173 | |||||
Conversion of convertible promissory note, shares | [1] | 670,548 | |||||||
Conversion of convertible promissory notes | 1,012 | $ 6 | [1] | 1,006 | |||||
Dividends on preferred stock | 3,130 | 3,130 | |||||||
Balance, shares at Jun. 30, 2015 | 4,029,502 | 12,328,918 | [1] | ||||||
Balance at Jun. 30, 2015 | $ 10,924 | $ 40 | $ 123 | [1] | $ 197,187 | $ (186,774) | $ 348 | ||
[1] | The shares of common stock and additional paid-in capital for all periods presented reflect the one-for-twelve reverse stock split that took effect on January 27, 2014. |
UNAUDITED CONDENSED CONSOLIDAT8
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (PARENTHETICALS) | Jan. 27, 2014 |
Statement of Stockholders' Equity [Abstract] | |
Stock split, conversion ratio | 0.0833 |
UNAUDITED CONDENSED CONSOLIDAT9
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
CASH FLOWS USED IN OPERATING ACTIVITIES: | ||
Net loss | $ (6,316) | $ (8,069) |
Adjustments to reconcile net loss to net cash flows used in operating activities: | ||
Depreciation and amortization | 1,111 | 981 |
Stock-based compensation | 322 | 637 |
Provision for losses on doubtful accounts | 1,909 | 1,523 |
Provision for losses on inventory obsolescence | 328 | 55 |
Warrant revaluation | 415 | (250) |
Loss on sale of fixed assets | 14 | 0 |
Deferred interest | 61 | 145 |
Deferred tax provision | 81 | 550 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (3,994) | (3,479) |
Inventories | 42 | (88) |
Other current assets | 146 | 5 |
Accounts payable | (131) | 667 |
Accrued expenses and other liabilities | 0 | 66 |
Net cash flows used in operating activities | (6,012) | (7,257) |
CASH FLOWS USED IN INVESTING ACTIVITIES: | ||
Purchases of property and equipment | (194) | (110) |
Other assets | (46) | (62) |
Net cash flows used in investing activities | (240) | (172) |
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES: | ||
Principal payments on capital lease obligations | (34) | (82) |
Issuance of preferred stock, net | 0 | 6,906 |
Issuance of common stock, net | 6,209 | 0 |
Proceeds from borrowings | 923 | 4,440 |
Principal payment on note payable | (148) | (4,283) |
Net cash flows provided by financing activities | 6,950 | 6,981 |
EFFECT OF FOREIGN CURRENCY EXCHANGE RATE CHANGES ON CASH | 2 | 13 |
NET CHANGE IN CASH AND CASH EQUIVALENTS | 700 | (435) |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 1,609 | 1,626 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | 2,309 | 1,191 |
Cash paid during the period for: | ||
Interest | 222 | 147 |
SUPPLEMENTAL DISCLOSURE OF NON-CASH INFORMATION | ||
Conversion of convertible promissory notes | $ 1,012 | $ 0 |
BUSINESS DESCRIPTION
BUSINESS DESCRIPTION | 6 Months Ended |
Jun. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business Description | BUSINESS DESCRIPTION Business Description. Transgenomic, Inc. (“we”, “us”, “our”, the “Company” or “Transgenomic”) is a global biotechnology company advancing personalized medicine for the detection and treatment of cancer and inherited diseases through our proprietary molecular technologies and world-class clinical and research services. A key goal is to bring our Multiplexed ICE COLD-PCR (“MX-ICP”) product to the clinical market through strategic licensing agreements, enabling the use of blood and other bodily fluids for more effective and patient-friendly diagnosis, monitoring and treatment of cancer. MX-ICP is a simple, proprietary technology that amplifies the ability to detect genetic mutations by 100 - 400 fold. This technology has been validated internally on all currently available sequencing platforms, including Sanger, Next Gen Sequencing and Digital PCR. By enhancing the level of detection of genetic mutations and suppressing the normal, “wild-type” DNA, several benefits are provided. It is generally understood that most current technologies are unable to consistently identify mutations that occur in less than approximately 5% of a sample. However, many mutations found at much lower levels, even down to 0.01% , are known to be clinically relevant and can have significant consequences to a patient: both in terms of how they will respond to a given drug or treatment and how a given tumor is likely to change over time. More importantly, in our view, significantly improving the level of detection while using blood, saliva and even urine as a source for DNA, rather than depending on painful, expensive and potentially dangerous tumor biopsies, is an important advancement in patient care with respect to cancer detection, treatment and monitoring of the disease and can result in significant cost savings for the healthcare system by replacing invasive procedures with the simple collection of blood or other bodily fluid. By broadening the types of samples that can be used for testing and allowing all sequencing platforms to provide improved identification of low level mutations, MX-ICP has the potential to make testing more patient friendly, enable genetic monitoring of disease progression, effectively guide treatment protocols, and reduce the overall cost of diagnosis and monitoring while improving patient outcomes. Currently, our operations are organized and reviewed by management along our major product lines and presented in the following two business segments; • Laboratory Services. Our laboratories specialize in genetic testing for cardiology, neurology and mitochondrial disorders, and for oncology. Our Patient Testing laboratories located in New Haven, Connecticut and Omaha, Nebraska are certified under the Clinical Laboratory Improvement Amendment (“CLIA”) as high complexity laboratories and our Omaha facility is accredited by the College of American Pathologists. Our Biomarker Identification laboratory located in Omaha provides pharmacogenomics research services supporting Phase II and Phase III clinical trials conducted by pharmaceutical and biotechnology companies. Our laboratories employ a variety of genomic testing service technologies, including our new, high performance MX-ICP technology. ICE COLD-PCR is a proprietary ultra-high sensitivity platform technology with breakthrough potential to enable wide adoption of personalized, precision medicine in cancer and other diseases. It can be run in any laboratory that contains standard PCR systems. MX-ICP enables detection of multiple known and unknown mutations from virtually any sample type, including tissue biopsies, blood, urine, saliva, cell-free DNA (“cfDNA”) and circulating tumor cells (“CTCs”) at levels greater than 1,000-fold higher than standard DNA sequencing techniques. It is easy to implement and use within existing workflows. • Genetic Assays and Platforms. Our proprietary product in this business segment is the WAVE® System, which has broad applicability to genetic variation detection in both molecular genetic research and molecular diagnostics. We also distribute bio-instruments produced by other manufacturers (“OEM Equipment”) through our sales and distribution network. Service contracts to maintain installed systems are sold and supported by our technical support personnel. The installed WAVE base and some OEM Equipment platforms generate a demand for consumables that are required for the continued operation of the bio-instruments. We develop, manufacture and sell these consumable products. In addition, we manufacture and sell consumable products that can be used on multiple, independent platforms. These products include a range of chromatography columns. Going Concern The condensed consolidated financial statements have been prepared using accounting principles generally accepted in the United States of America applicable for a going concern, which assume that we will realize our assets and discharge our liabilities in the ordinary course of business. We have incurred substantial operating losses and have used cash in our operating activities for the past few years. As of June 30, 2015, we had working capital of approximately $2.2 million . Our ability to continue as a going concern is dependent upon a combination of generating additional revenue, improving cash collections, potentially selling underutilized assets and, if necessary, raising additional financing to meet our obligations and pay our liabilities arising from normal business operations when they come due. The outcome of these matters cannot be predicted with any certainty at this time and raises substantial doubt that we will be able to continue as a going concern. These condensed consolidated financial statements do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary should we be unable to continue as a going concern. We cannot be certain that additional financing will be available on acceptable terms, or at all, and our failure to raise capital when needed could limit our ability to continue our operations. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation. The condensed consolidated balance sheet as of December 31, 2014 was derived from our audited balance sheet as of that date. The accompanying condensed consolidated financial statements as of and for the three and six months ended June 30, 2015 and 2014 are unaudited and reflect all adjustments (consisting of only normal recurring adjustments) that are, in the opinion of management, necessary for a fair presentation of the financial position and operating results for the interim periods. These unaudited condensed consolidated financial statements and notes should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2014 contained in our Annual Report on Form 10-K, filed with the Securities and Exchange Commission on April 15, 2015. The results of operations for the interim periods presented are not necessarily indicative of the results for fiscal year 2015. Following approval of our stockholders, on January 15, 2014, our Board of Directors approved a reverse split of our common stock, par value $0.01 , at a ratio of one-for-twelve . This reverse stock split became effective on January 27, 2014 and, unless otherwise indicated, all share amounts, per share data, share prices, exercise prices and conversion rates set forth in these notes and the accompanying condensed consolidated financial statements have, where applicable, been adjusted retroactively to reflect this reverse stock split. Principles of Consolidation. The condensed consolidated financial statements include the accounts of Transgenomic, Inc. and our wholly owned subsidiary. All inter-company balances and transactions have been eliminated in consolidation. Risks and Uncertainties. Certain risks and uncertainties are inherent in our day-to-day operations and in the process of preparing our financial statements. The more significant of those risks are presented below and throughout the notes to the unaudited condensed consolidated financial statements. Use of Estimates. The preparation of condensed consolidated financial statements requires 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 financial statements and the reported amounts of net sales and expenses during the reporting period. In addition, estimates and assumptions associated with the determination of the fair value of certain assets and related impairments require considerable judgment by management. Actual results could differ from the estimates and assumptions used in preparing these condensed consolidated financial statements. Fair Value. Unless otherwise specified, book value approximates fair market value. The common stock warrant liability is recorded at fair value. See Note 9 - “Fair Value” for additional information. Cash and Cash Equivalents. Cash and cash equivalents include cash and investments with original maturities at the date of acquisition of three months or less. Concentrations of Cash. From time to time, we may maintain a cash position with financial institutions in amounts that exceed federally insured limits. We have not experienced any losses on such accounts as of June 30, 2015 . Accounts Receivable. The following is a summary of activity for the allowance for doubtful accounts during the three and six months ended June 30, 2015 and 2014 : Dollars in Thousands Beginning Balance Additions Deductions Ending Balance Three Months Ended June 30, 2015 $ 9,193 $ 1,198 $ (1,965 ) $ 8,426 Three Months Ended June 30, 2014 $ 3,540 $ 850 $ (349 ) $ 4,041 Six Months Ended June 30, 2015 $ 7,947 $ 2,730 $ (2,251 ) $ 8,426 Six Months Ended June 30, 2014 $ 3,838 $ 1,523 $ (1,320 ) $ 4,041 While payment terms are generally 30 days , we have also provided extended payment terms in certain cases. In addition, we operate globally and the payment terms for some of our international customers may be greater than 90 days . Accounts receivable are carried at original invoice amount and shown net of allowance for doubtful accounts and contractual allowances. The estimate made for doubtful accounts is based on a review of all outstanding amounts on a quarterly basis. The estimate for contractual allowances is based on contractual terms or historical reimbursement rates and is recorded when revenue is recorded. We determine the allowance for doubtful accounts and contractual allowances by regularly evaluating individual payor receivables and considering a payor’s financial condition, credit history, reimbursement rates and current economic conditions. Accounts receivable are written off when deemed uncollectible and after all collection efforts have been exhausted. Recoveries of accounts receivable previously written off are recorded as a reduction in bad debt expense when received. Inventories. Inventories are stated at the lower of cost or market net of allowance for obsolete inventory. Cost is computed using standard costs for finished goods and average or latest actual cost for raw materials and work in process, which approximates the first-in, first-out (FIFO) method. The following is a summary of activity for the allowance for obsolete inventory during the three and six months ended June 30, 2015 and 2014 : Dollars in Thousands Beginning Balance Additions Deductions Ending Balance Three Months Ended June 30, 2015 $ 601 $ 328 $ (8 ) $ 921 Three Months Ended June 30, 2014 $ 849 $ — $ (6 ) $ 843 Six Months Ended June 30, 2015 $ 628 $ 328 $ (35 ) $ 921 Six Months Ended June 30, 2014 $ 799 $ 55 $ (11 ) $ 843 We determine the allowance for obsolescence by evaluating inventory quarterly for items deemed to be slow moving or obsolete. Property and Equipment. Property and equipment are carried at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets as follows: Leasehold improvements 1 to 10 years Furniture and fixtures 3 to 7 years Production equipment 3 to 7 years Computer equipment 3 to 7 years Research and development equipment 2 to 7 years Depreciation expense related to property and equipment was $0.1 million for each of the three months ended June 30, 2015 and 2014 , which included $0.1 million related to equipment acquired under capital leases during each period. Depreciation expense related to property and equipment was $0.2 million for each of the six months ended June 30, 2015 and 2014 . Included in depreciation expense for each of the six months ended June 30, 2015 and 2014 was $0.1 million related to equipment acquired under capital leases. Goodwill. Goodwill is tested for impairment annually. We perform this impairment analysis during the fourth quarter of each year or when a significant event occurs that may impact goodwill. Impairment occurs when the carrying value is determined to be not recoverable, thereby causing the carrying value of the goodwill to exceed its fair value. If impaired, the asset’s carrying value is reduced to its fair value. No events have transpired in the six months ended June 30, 2015 that would require an impairment analysis prior to our scheduled review. Stock-Based Compensation. All stock-based awards to date have exercise prices equal to the market value of the shares at the date of grant and have 10 -year contractual terms. Unvested awards as of June 30, 2015 had vesting periods of up to three years from the date of grant. None of the awards outstanding at June 30, 2015 are subject to performance or market-based vesting conditions. We measure and recognize compensation expense for all stock-based awards made to employees and directors. Compensation expense is based on the calculated fair value of the awards as measured at the grant date and is expensed over the service period of the awards. During the six months ended June 30, 2015 and 2014 , we recorded compensation expense of $0.3 million and $0.6 million , respectively, within selling, general and administrative expense. As of June 30, 2015 , the unrecognized compensation expense related to unvested stock awards was $0.8 million , which is expected to be recognized over a weighted-average period of 1.4 years . We granted stock options to purchase an aggregate of 596,560 shares of our common stock during the quarter ended June 30, 2015 . The fair value of the stock options granted was estimated on the grant date using the Black-Scholes option pricing model with the following assumptions: risk-free interest rates of 1.32% based on the U.S. Treasury yield in effect at the time of grant; dividend yields of zero percent; expected lives of 4.24 years, based on expected exercise activity behavior; and volatility of 83% based on the historical volatility of our common stock over a time that is consistent with the expected life of the options. Included in the stock awards outstanding as of June 30, 2015 were stock appreciation rights (“SARs”) to purchase 98,333 shares of our common stock. The SARs grants were issued solely to our executive officers and these rights will vest over three years from the date of grant. Net Sales Recognition. Revenue is realized and earned when all of the following criteria are met: • Persuasive evidence of an arrangement exists; • Delivery has occurred or services have been rendered; • The seller’s price to the buyer is fixed or determinable; and • Collectability is reasonably assured. For our Laboratory Services segment, net sales from Patient Testing laboratories are recognized on an individual test basis and takes place when the test report is completed, reviewed and sent to the client, less the reserve for insurance, Medicare and Medicaid contractual adjustments. There are no deferred net sales associated with our Patient Testing services. Adjustments to the allowances, based on actual receipts from third party payors, are reflected in the estimated contractual allowance applied prospectively. In our Biomarker Identification laboratory, we perform pharmacogenomics research services on a project-by project-basis. When we receive payment in advance, we recognize revenue when we deliver the service. These projects typically do not extend beyond one year. At each of June 30, 2015 and December 31, 2014 , deferred net sales associated with pharmacogenomics research projects included in the balance sheet in deferred revenue was $0.1 million . Net sales of products in our Genetic Assays and Platforms segment are recognized in accordance with the terms of the sales arrangement. Such recognition is based on receipt of an unconditional customer order and transfer of title and risk of ownership to the customer, typically upon shipment of the product under a purchase order. Our sales terms do not provide for the right of return unless the product is damaged or defective. Net sales from certain services associated with the analytical instruments, to be performed subsequent to shipment of the products, are deferred and recognized when the services are provided. Such services, mainly limited to installation and training services that are not essential to the functionality of the instruments, typically are performed in a timely manner subsequent to shipment of the instrument. We also enter into various service contracts that cover installed instruments. These contracts cover specific time periods, and net sales associated with these contracts are deferred and recognized ratably over the service period. At June 30, 2015 and December 31, 2014 , deferred net revenue associated with our service contracts was $0.8 million and $0.7 million , respectively, and was included in the balance sheet in deferred revenue. Common Stock Warrants. Certain of our issued and outstanding warrants to purchase common stock do not qualify to be treated as equity and, accordingly, are recorded as a liability (“Common Stock Warrant Liability”). The Common Stock Warrant Liability was initially recorded at fair value using a Monte Carlo simulation model. We are required to present these instruments at fair value at each reporting date and any changes in fair values are recorded as an adjustment to earnings. The Common Stock Warrant Liability is considered a Level Three financial instrument for purposes of fair value measurement. See Note 9 - “Fair Value” for additional information. Translation of Foreign Currency. Our foreign subsidiary uses the British Pound Sterling, which is the local currency of the country in which it is located, as its functional currency. Its assets and liabilities are translated into U.S. Dollars at the exchange rates in effect at the balance sheet date. A cumulative translation gain of eight thousand dollars was reported as other comprehensive income on the accompanying unaudited condensed consolidated statement of comprehensive loss for the six months ended June 30, 2015 . A cumulative translation gain of thirty-four thousand dollars was reported as accumulated other comprehensive income for the six months ended June 30, 2014 . Revenues and expenses are translated at the average rates during the period. For transactions that are not denominated in the functional currency, we recognized less than $0.1 million as foreign currency transaction expense in the determination of net loss for the six months ended June 30, 2015 and less than $0.1 million as foreign currency transaction expense in the determination of net loss for the six months ended June 30, 2014 . Loss Per Share. Basic loss per share is calculated based on the weighted-average number of common shares outstanding during each period. Diluted loss per share includes shares issuable upon exercise of outstanding stock options, warrants or conversion rights that have exercise or conversion prices below the market value of our common stock. Options, warrants and conversion rights pertaining to 8,286,963 and 5,510,255 shares of our common stock have been excluded from the computation of diluted loss per share at June 30, 2015 and 2014 , respectively. These were not included in the computation of diluted loss per share because the effect would be anti-dilutive due to the net loss. Recent Accounting Pronouncements. In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers. This guidance requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to a customer. ASU No. 2014-09 will replace most existing revenue recognition guidance in generally accepted accounting principles in the U.S. when it becomes effective. In July 2015, the FASB decided to defer the effective date of this new accounting guidance by one year. As a result, ASU No. 2014-09 will be effective for us for all annual and interim reporting periods beginning after December 15, 2017 and early adoption would be permitted as of the original effective date. The new standard permits the use of either the retrospective or cumulative effect transition method. We do not expect to early adopt this guidance and we have not selected a transition method. We are currently evaluating the impact this guidance will have on our financial condition, results of operations and cash flows. In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements - Going Concern (Subtopic 205-40) . The new guidance addresses management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. The standard will be effective for the first interim period within annual reporting periods beginning after December 15, 2016. Early adoption is permitted. We do not expect to early adopt this guidance and do not believe that the adoption of this guidance will have a material impact on our 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, which requires that debt issuance costs be presented in the balance sheet as a direct deduction from the carrying amount of the related debt liability, rather than as a deferred charge asset. ASU No. 2015-03 is effective for us beginning on January 1, 2016. ASU No. 2015-03 is not expected to have a material impact on our condition, results of operations or cash flows. |
INVENTORIES
INVENTORIES | 6 Months Ended |
Jun. 30, 2015 | |
Inventory Disclosure [Abstract] | |
Inventories | INVENTORIES Inventories (net of allowance for obsolescence) consisted of the following: Dollars in Thousands June 30, December 31, Finished goods $ 1,977 $ 2,139 Raw materials and work in process 1,203 1,302 Demonstration inventory 360 192 $ 3,540 $ 3,633 Less allowance for obsolescence (921 ) (628 ) Total $ 2,619 $ 3,005 |
INTANGIBLES AND OTHER ASSETS
INTANGIBLES AND OTHER ASSETS | 6 Months Ended |
Jun. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangibles and Other Assets | INTANGIBLES AND OTHER ASSETS Long-lived intangible assets and other assets consisted of the following: Dollars in Thousands June 30, 2015 December 31, 2014 Cost Accumulated Amortization Net Book Value Cost Accumulated Amortization Net Book Value Intangibles—technology $ 9,009 $ 4,406 $ 4,603 $ 9,009 $ 3,995 $ 5,014 Intangibles—assay royalties 1,434 922 512 1,434 819 615 Intangibles—third party payor relationships 367 110 257 367 98 269 Intangibles—tradenames and trademarks 824 409 415 824 351 473 Intangibles—customer relationships 652 120 532 652 98 554 Intangibles—covenants not to compete 184 169 15 184 138 46 Patents 1,245 357 888 1,198 385 813 Intellectual property 466 139 327 266 86 180 $ 14,181 $ 6,632 $ 7,549 $ 13,934 $ 5,970 $ 7,964 Estimated Useful Life Technology 7-10 years Assay royalties 7 years Third party payor relationships 15 years Tradenames and trademarks 7 years Customer relationships 15 years Covenants not to compete 3 years Patents Life of the patent Intellectual property 7 years Other assets include U.S. security deposits and deferred tax assets, net of applicable valuation allowances. Amortization expense for intangible assets was $0.4 million and $0.3 million during the three months ended June 30, 2015 and 2014 , respectively. Amortization expense for intangible assets was $0.8 million and $0.7 million during the six months ended June 30, 2015 and 2014, respectively. Amortization expense for intangible assets is expected to be $1.4 million , $1.4 million , $1.4 million , $1.1 million and $0.9 million for the years ending December 31, 2015, 2016, 2017, 2018 and 2019, respectively. |
DEBT
DEBT | 6 Months Ended |
Jun. 30, 2015 | |
Debt Disclosure [Abstract] | |
Debt | DEBT Dollars in Thousands June 30, 2015 December 31, 2014 Revolving Line of Credit (1) $ 3,000 $ 3,000 Term Loan (2) 4,000 4,087 Convertible Promissory Notes (3) 675 750 Total debt 7,675 7,837 Current portion of long-term debt (2,825 ) (462 ) Long-term debt, net of current maturities $ 4,850 $ 7,375 (1) Revolving Line of Credit. Amounts advanced under the Revolving Line initially bore interest at an annual rate equal to the greater of (a) 4.25% or (b) the Wall Street Journal prime rate plus 1% . Interest is payable on a monthly basis, with the balance payable at the maturity of the Revolving Line. Under the Amendment to the Loan Agreement, which we entered into on August 2, 2013, amounts advanced under the Revolving Line bear interest at an annual rate equal to the greater of (x) 6.25% or (y) the Wall Street Journal prime rate plus 3% . The current interest rate is 6.25% . Under the Loan Agreement, we paid the Lenders an upfront fee of $20,000 , and will pay the Lenders an additional commitment fee of $20,000 on each one-year anniversary of March 13, 2013, the Effective Date, during the term of the Revolving Line. In addition, a fee of 0.5% per annum is payable quarterly on the unused portion of the Revolving Line. The Revolving Line matures on September 1, 2016. (2) Term Loan. We received $4.0 million under the Term Loan on the Effective Date. Pursuant to the terms of the Loan Agreement, as amended by the Sixth Amendment (as defined in “-Revolving Line and Term Loan” below), we made a principal payment of approximately $148,000 on April 1, 2015 and will not be obligated to make monthly payments of principal to the Lenders until April 1, 2016. The current interest rate is 9.1% . We paid the Lenders an upfront fee of $40,000 for the Term Loan, and will pay the Lenders an additional final payment of $120,000 at maturity or prepayment of the Term Loan. In addition, if we repay the Term Loan prior to maturity, we will pay the Lenders a prepayment penalty of 1% of the total outstanding balance under the Term Loan. Additional Terms The Loan Agreement contains affirmative and negative covenants. Under the Term Loan, we are required to maintain a minimum liquidity ratio and achieve a minimum amount of revenue, and we also agreed not to (a) pledge or otherwise encumber our assets other than to the Lenders, (b) enter into additional borrowings or guarantees, (c) repurchase our capital stock, or (d) enter into certain mergers or acquisitions without the Lenders’ consent. Additionally, the Loan Agreement contains a subjective acceleration clause at the discretion of the Lenders. To secure the repayment of any amounts borrowed under the Revolving Line and the Term Loan, we granted the Lenders a security interest in all of our assets. The occurrence of an event of default under the Loan Agreement could result in the acceleration of our obligations under the Loan Agreement, would increase the applicable interest rate under the Revolving Line or Term Loan (or both) by 5% and would permit the Lenders to exercise remedies with respect to the collateral under the Loan Agreement. (3) Convertible Promissory Notes. The Notes accrue interest at a rate of 6% per year and mature on December 31, 2016. On July 17, 2015, $50,000 of the June 30, 2015 balance was converted into 34,379 shares of Company common stock in accordance with the terms of the applicable Additional Note (as defined in “-Convertible Promissory Notes” below). Additionally, on July 28, 2015, another $50,000 of the June 30, 2015 balance was converted into 35,701 shares of Company common stock in accordance with the terms of the applicable Additional Note. Revolving Line and Term Loan. On March 13, 2013 (the “Effective Date”), we entered into a Loan and Security Agreement with affiliates of Third Security, LLC (the “Lenders”) for (a) a revolving line of credit (the “Revolving Line”) with borrowing availability of up to $4.0 million , subject to reduction based on our eligible accounts receivable, and (b) a term loan (the “Term Loan” and, together with the Revolving Line, the “Loan Agreement”) of $4.0 million . Proceeds were used to pay off a three year senior secured promissory note payable to PGxHealth, LLC, which was entered into on December 29, 2010 in conjunction with our acquisition of the FAMILION family of genetic tests, and for general corporate and working capital purposes. On August 2, 2013, we entered into an amendment to the Loan Agreement (the “Amendment”). The Amendment, which became effective as of June 30, 2013, reduced our future minimum revenue covenants under the Loan Agreement and modified the interest rates applicable to the amounts advanced under the Revolving Line. On November 14, 2013, we entered into a second amendment to the Loan Agreement (the “Second Amendment”). The Second Amendment, which became effective as of October 31, 2013, reduced our future minimum revenue covenants under the Loan Agreement. On January 27, 2014, we entered into a third amendment to the Loan Agreement (the “Third Amendment”). Pursuant to the Third Amendment, the Lenders agreed to waive certain events of default under the Loan Agreement, and the parties amended certain provisions of the Loan Agreement, including the minimum liquidity ratio that we must maintain during the term of the Loan Agreement. On March 3, 2014, we entered into a fourth amendment to the Loan Agreement (the “Fourth Amendment”). Pursuant to the terms of the Fourth Amendment, we were not required to make any principal or interest payments under the Term Loan for the period from March 1, 2014 through March 31, 2015. The interest on the debt that was deferred and not paid was capitalized as part of the Term Loan. The amount of interest that was capitalized from March 1, 2014 to March 31, 2015 was $0.4 million . On October 22, 2014, we entered into a fifth amendment to the Loan Agreement (the “Fifth Amendment”). Pursuant to the Fifth Amendment, the parties amended certain provisions of the Loan Agreement, including reducing the minimum liquidity and revenue covenants under the Loan Agreement. The Fifth Amendment also reduced the aggregate amount that we may borrow under the Revolving Line from $4.0 million to $3.0 million . On April 1, 2015, we entered into a sixth amendment to the Loan Agreement (the “Sixth Amendment”). Pursuant to the Sixth Amendment, among other things, (i) the Lenders waived specified events of default under the terms of the Loan Agreement, (ii) commencing April 1, 2015, we began making monthly interest payments with respect to the Term Loan to the Lenders, (iii) we will not be obligated to make monthly payments of principal under the Term Loan to the Lenders until April 1, 2016, (iv) we made an initial prepayment of a portion of the Term Loan balance in the amount of approximately $148,000 on April 1, 2015 and will make one or more additional prepayments to the Lenders under the Loan Agreement upon the occurrence of certain events, as defined in the Loan Agreement, and (v) we are not required to comply with the minimum liquidity ratio under the terms of the Loan Agreement until the earliest to occur of a specified event, as defined in the Loan Agreement, or March 31, 2016. The Sixth Amendment also extends the time period in which we must provide certain reports and statements to the Lenders and amends the circumstances pursuant to which we may engage in certain sales or transfers of our business or property without the consent of the Lenders. As of June 30, 2015, we were in compliance with all financial covenants of the Loan Agreement, but were not in compliance with the restrictions limiting the amount that we may borrow under the Revolving Line. Accordingly, on August 10, 2015, we received a waiver from the Lenders relating to this non-compliance and paid the Lenders an aggregate of $0.7 million , which brought us back into compliance with the terms of the Revolving Line. See Note 12 - “Subsequent Events” for further discussion. Convertible Promissory Notes. On December 31, 2014, we entered into an Unsecured Convertible Promissory Note Purchase Agreement (the “Note Purchase Agreement”) with an accredited investor (the “Investor”) pursuant to which we agreed to issue and sell to the Investor in a private placement an unsecured convertible promissory note (the “Initial Note”). We issued the Initial Note in the aggregate principal amount of $750,000 to the Investor on December 31, 2014. Pursuant to the terms of the Initial Note, interest accrues at a rate of 6% per year and the Initial Note matures on December 31, 2016. Under the Initial Note, the outstanding principal and unpaid interest accrued under the Initial Note is convertible into shares of our common stock as follows: (i) commencing upon the date of issuance of the Initial Note (but no earlier than January 1, 2015), the Investor is entitled to convert, on a one-time basis, up to 50% of the outstanding principal and unpaid interest accrued under the Initial Note, into shares of our common stock at a conversion price equal to the lesser of (a) the average closing price of the common stock on the principal securities exchange or securities market on which our common stock is then traded (the “Market”) for the 20 consecutive trading days immediately preceding the date of conversion, and (b) $2.20 (subject to adjustment for stock splits, stock dividends, other distributions, recapitalizations and the like); and (ii) commencing February 15, 2015, the Investor is entitled to convert, on a one-time basis, any or all of the remaining outstanding principal and unpaid interest accrued under the Initial Note, into shares of our common stock at a conversion price equal to 85% of the average closing price of our common stock on the Market for the 15 consecutive trading days immediately preceding the date of conversion. As of June 30, 2015, the Initial Note has been converted in full into 502,786 shares of our common stock, in accordance with the terms of the Initial Note. On January 15, 2015, we entered into the Note Purchase Agreement with seven accredited investors (the “Additional Investors”) and, on January 20, 2015, issued and sold to the Additional Investors, in a private placement, notes (the “Additional Notes”) in an aggregate principal amount of $925,000 . The Additional Notes have the same terms and conditions as the Initial Note. As of June 30, 2015, $250,000 of the aggregate principal amount of the Additional Notes has been converted into an aggregate of 167,762 shares of our common stock. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | COMMITMENTS AND CONTINGENCIES From time to time we are subject to claims of various amounts, which arise out of the normal course of business. In the opinion of management, the disposition of pending claims will not have a material adverse effect on our financial position, results of operations or cash flows. We lease certain equipment, vehicles and operating facilities under non-cancellable operating leases that expire on various dates through 2022. The future minimum lease payments required under these leases are approximately $0.5 million for the remainder of 2015 , $0.9 million in 2016 , $0.8 million in 2017 , $0.5 million in 2018 , $0.2 million in 2019 and $0.6 million thereafter . Rent expense for the six months ended June 30, 2015 and 2014 was $0.4 million and $0.5 million , respectively. At June 30, 2015 , firm commitments to vendors totaled $1.2 million . |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Jun. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXES We file income tax returns in the U.S. federal jurisdiction, various U.S. state jurisdictions and various foreign jurisdictions. We have statutes of limitation open for federal income tax returns related to tax years 2011 through 2014. We have state income tax returns subject to examination primarily for tax years 2011 through 2014. Open tax years related to foreign jurisdictions, primarily the United Kingdom, remain subject to examination for tax years 2011 through 2014. Income tax expense for the six months ended June 30, 2015 was $0.1 million . Income tax expense for the six months ended June 30, 2014 was $0.5 million . Our effective tax rate for the six months ended June 30, 2015 was 1.41% , which is primarily the result of valuation allowances against the net operating losses for the U.S. and results in us not recording net deferred tax assets in the U.S. Our goodwill is an indefinite-lived asset that is not amortized for financial reporting purposes. However, goodwill is tax deductible and therefore amortized for tax purposes. As such, deferred income tax expense and a deferred tax liability arise as a result of the tax-deductibility of the goodwill. The resulting deferred tax liability, which is expected to increase over time, will have an indefinite life, resulting in what is referred to as a “naked tax credit.” This deferred tax liability could remain on our balance sheet indefinitely unless there is an impairment of the goodwill (for financial reporting purposes) or there is a disposal of the business to which the goodwill relates. During the six months ended June 30, 2015 , the amount of income tax expense related to the tax amortization of goodwill was $0.1 million . During each of the three and six months ended June 30, 2015 and 2014 , there were no material changes to the liability for uncertain tax positions. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 6 Months Ended |
Jun. 30, 2015 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | STOCKHOLDERS’ EQUITY Common Stock. Pursuant to our Third Amended and Restated Certificate of Incorporation, as amended, we currently have 150,000,000 shares of common stock authorized for issuance. On February 2, 2012, we entered into definitive agreements with institutional and other accredited investors and raised approximately $22.0 million in a private placement financing (the “Private Placement”), which included an aggregate of $3.0 million in convertible notes issued in December 2011 to entities affiliated with Third Security, LLC, a related party, that automatically converted into shares of our common stock and warrants to purchase such common stock on the same terms as all investors in the Private Placement. Pursuant to the purchase agreement, we issued an aggregate of 1,583,333 shares of our common stock at a price per share of $12.00 , as well as five -year warrants to purchase up to an aggregate of 823,333 shares of our common stock with an exercise price of $15.00 per share. In connection with the conversion of the convertible notes issued by us to the entities affiliated with Third Security, LLC, the entities received an aggregate of 250,000 shares of our common stock and 125,000 warrants on the same terms as all investors in the Private Placement. Craig-Hallum Capital Group LLC served as the sole placement agent for the offering. In consideration for services rendered as the placement agent in the offering, we agreed to (a) pay to the placement agent cash commissions equal to $1,330,000 , or 7.0% of the gross proceeds received in the offering; (b) issue to the placement agent a five-year warrant to purchase up to 31,666 shares of our common stock (representing 2% of the shares sold in the Private Placement) with an exercise price of $15.00 per share and other terms that are the same as the terms of the warrants issued in the Private Placement; and (c) reimburse the placement agent for reasonable out-of-pocket expenses, including fees paid to the placement agent’s legal counsel, incurred in connection with the offering, which reimbursable expenses were not to exceed $125,000 . The costs incurred to complete the Private Placement were recorded as a reduction in equity in the amount of $1.5 million . Net proceeds from this offering were used for general corporate and working capital purposes, primarily to accelerate development of several of our key initiatives. On January 24, 2013, we entered into a Securities Purchase Agreement with certain institutional and other accredited investors pursuant to which we: (a) sold to the investors an aggregate of 1,383,333 shares of our common stock at a price per share of $6.00 for aggregate gross proceeds of approximately $8.3 million ; and (b) issued to the investors warrants to purchase up to an aggregate of 691,656 shares of our common stock with an exercise price of $9.00 per share (the “Offering”). The warrants may be exercised, in whole or in part, at any time from January 30, 2013 until January 30, 2018 and contain both cash and “cashless exercise” features. Affiliates of Third Security, LLC purchased an aggregate of 500,000 shares of common stock and warrants to purchase an aggregate of 250,000 shares of common stock in the Offering on the same terms as the other investors. Net proceeds from the Offering were used for general corporate and working capital purposes, primarily to accelerate development of several of our key initiatives. In connection with the Offering, we entered into a registration rights agreement with the investors (the “Registration Rights Agreement”). The Registration Rights Agreement required that we file with the Securities and Exchange Commission a registration statement to register for resale the shares of common stock sold and the shares of common stock issuable upon exercise of the warrants (the “Warrant Shares”) by March 16, 2013. The registration statement was filed with the Securities and Exchange Commission on March 15, 2013 and was declared effective by the Securities and Exchange Commission on March 29, 2013. The Offering required the repricing and issuance of additional common stock warrants to the holders of warrants issued in the Private Placement. The exercise price of the warrants decreased from $15.00 per share to $12.96 per share and the number of shares issuable upon exercise of the warrants increased from 948,333 to 1,097,600 . On October 22, 2014, we entered into a Securities Purchase Agreement with certain accredited investors (the “October 2014 Investors”), pursuant to which we, in a private placement, issued and sold to the October 2014 Investors (the “2014 Private Placement”) an aggregate of 730,776 shares of our common stock at a price per share of $3.25 for an aggregate purchase price of approximately $2.4 million , and warrants to purchase up to an aggregate of 365,388 shares of our common stock with an initial exercise price of $4.00 per share that are exercisable for the period from April 22, 2015 through April 22, 2020. In connection with the 2014 Private Placement, we also issued a warrant to purchase up to an aggregate of 9,230 shares of our common stock to one advisor. The warrants issued in the 2014 Private Placement include both cash and “cashless exercise” features. The 2014 Private Placement required the repricing and issuance of additional common stock warrants to the holders of warrants issued in the February 2012 common stock and warrant sale. The exercise price of the warrants decreased from $11.73 per share to $10.86 per share and the number of shares issuable upon exercise of the warrants increased from 1,212,665 to 1,309,785 . On December 31, 2014, we entered into the Note Purchase Agreement with the Investor pursuant to which we agreed to issue and sell the Initial Note to the Investor (the “Note Private Placement”). See Note 5 - “Debt- Convertible Promissory Notes ” for additional information regarding the terms of the Initial Note. Pursuant to the terms of the Note Purchase Agreement, we are subject to certain registration obligations and we may be required to effect one or more other registrations to register for resale the shares of our common stock issued or issuable under the Initial Note in connection with certain “piggy-back” registration rights granted to the Investor. The Note Private Placement required the repricing and issuance of additional common stock warrants to the holders of warrants issued in the February 2012 common stock and warrant sale. The exercise price of the 2012 warrants decreased from $10.86 per share to $10.25 per share and the number of shares issuable upon exercise of the warrants increased from 1,309,785 to 1,387,685 . On January 15, 2015, we entered into the Note Purchase Agreement with the Additional Investors and, on January 20, 2015, issued and sold to the Additional Investors, in a private placement, the Additional Notes in an aggregate principal amount of $925,000 (the “Additional Note Private Placement”). The Additional Notes have the same terms and conditions as the Initial Note. The Additional Note Private Placement required the repricing and issuance of additional common stock warrants to the investors in our February 2012 common stock and warrant financing. The exercise price of these warrants decreased from $10.25 per share to $9.59 per share and the number of shares issuable upon exercise of the warrants increased from 1,387,685 to 1,483,161 . On February 27, 2015, we entered into a purchase agreement with Craig-Hallum Capital Group LLC (the “Underwriter”) relating to our sale and issuance of 3,573,899 shares of our common stock and corresponding warrants to purchase up to 714,780 shares of our common stock (the “2015 Offering”). Each share of common stock was sold in combination with a warrant to purchase 0.20 of a share of common stock. The purchase price to the public for each share of common stock and accompanying warrant was $1.95 . The purchase price paid by the Underwriter to us for the common stock and accompanying warrants was $1.8135 . The net proceeds from the 2015 Offering, after deducting the Underwriter’s discount and other estimated 2015 Offering expenses, were approximately $6.2 million . The accompanying warrants are exercisable immediately upon their initial issuance date at an exercise price of $2.24 per share and will expire five years from the date of issuance. The exercise price will also be subject to adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting our common stock. The 2015 Offering required the repricing and issuance of additional common stock warrants to the investors in our February 2012 common stock and warrant financing. The exercise price of these warrants decreased from $9.59 per share to $7.56 per share and the number of shares issuable upon exercise of the warrants increased from 1,483,161 to 1,881,396 . Common Stock Warrants. During the six months ended June 30, 2015 and 2014, we issued warrants to purchase 1,208,491 and 115,432 shares of common stock, respectively. None of the issued warrants were exercised during such periods. The warrants issued in the six months ended June 30, 2015 included 493,711 warrants issued due to repricing requirements of the Private Placement and 714,780 warrants issued in connection with the 2015 Offering. The warrants issued in the six months ended June 30, 2014 were all issued due to repricing requirements of the Private Placement. Warrants to purchase an aggregate of 4,093,477 shares of common stock were outstanding at June 30, 2015 . Warrant Holder Issue Year Expiration Underlying Shares Exercise Price Affiliates of Third Security, LLC (1) 2010 December 2015 431,027 $6.96 Various Institutional Holders (2) 2012 February 2017 1,633,390 $7.56 Affiliates of Third Security, LLC (2) 2012 February 2017 248,006 $7.56 Various Institutional Holders (3) 2013 January 2018 441,656 $9.00 Affiliates of Third Security, LLC (3) 2013 January 2018 250,000 $9.00 Various Institutional Holders (4) 2014 April 2020 374,618 $4.00 Various Institutional Holders (5) 2015 February 2020 714,780 $2.24 4,093,477 (1) This warrant was issued in connection with the issuance of warrants to purchase shares of our Series A Preferred Stock to affiliates of Third Security, LLC in December 2010. The number of underlying shares shown reflects the number of shares of common stock issuable upon conversion of the shares of Series A Preferred Stock for which this warrant is currently exercisable. (2) These warrants were issued in connection with the Private Placement completed in February 2012 and are classified as a liability in our financial statements. See Note 9 - “Fair Value” for additional information. These warrants also contain certain anti-dilution provisions that provide for an adjustment to the exercise price and number of shares issuable upon exercise of the warrant in the event that we engage in certain issuances of shares of our common stock at a price lower than the exercise price of the warrant. (3) These warrants were issued in connection with the Offering, which was completed in January 2013. (4) These warrants were issued in connection with the 2014 Private Placement, which was completed in October 2014. (5) These warrants were issued in connection with the 2015 Offering, which was completed in February 2015. Issuance of Series B Preferred Stock On March 5, 2014, we entered into a Series B Convertible Preferred Stock Purchase Agreement (the “Series B Purchase Agreement”) with affiliates of Third Security, LLC (the “2014 Third Security Investors”), pursuant to which we, in a private placement, sold and issued an aggregate of 1,443,297 shares of our Series B Preferred Stock, par value $0.01 per share (the “Series B Preferred Stock”), at a price per share of $4.85 for an aggregate purchase price of approximately $7.0 million . Each share of Series B Preferred Stock issued pursuant to the Series B Purchase Agreement is initially convertible into shares of our common stock at a rate of 1 -for-1, which conversion rate is subject to further adjustment as set forth in the Certificate of Designation of Series B Convertible Preferred Stock. In connection with the Series B financing, we also entered into a Registration Rights Agreement, dated March 5, 2014, with the 2014 Third Security Investors, pursuant to which we granted certain demand, “piggy-back” and S-3 registrations rights covering the resale of the shares of common stock underlying the Series B Preferred Stock issued pursuant to the Series B Purchase Agreement and all shares of common stock issuable upon any dividend or other distribution with respect thereto. The Series B financing required the repricing and issuance of additional common stock warrants to the holders of warrants issued in the Private Placement. The exercise price of the warrants decreased from $12.96 per share to $11.73 per share and the number of shares issuable upon exercise of the warrants increased from 1,097,600 to 1,212,665 . Preferred Stock Dividends We have cumulative undeclared dividends on our Series A Convertible Preferred Stock and Series B Preferred Stock (collectively “Preferred Stock”). At December 31, 2014, we had a recorded liability of $3.1 million for these undeclared dividends. Since dividends should generally not be recognized as a liability until declared, the $3.1 million liability was reversed in 2015 with an offset to accumulated deficit. For the three and six months ended June 30, 2015 and 2014, we had undeclared dividends. In accordance with the FASB's Accounting Standards Codification Topic 260-10-45-11, "Earnings per Share" , these dividends were added to the net loss per share calculation. At June 30, 2015 and December 31, 2014, we had cumulative undeclared dividends on our Preferred Stock of $3.8 million and $3.1 million , respectively. |
FAIR VALUE
FAIR VALUE | 6 Months Ended |
Jun. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value | FAIR VALUE FASB guidance on fair value measurements, which defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements for our financial assets and liabilities, as well as for other assets and liabilities that are carried at fair value on a recurring basis in our consolidated financial statements. FASB guidance establishes a three-level fair value hierarchy based upon the assumptions (inputs) used to price assets or liabilities. The three levels of inputs used to measure fair value are as follows: Level 1—Unadjusted quoted prices in active markets for identical assets or liabilities; Level 2—Observable inputs other than those included in Level 1, such as quoted prices for similar assets and liabilities in active markets or quoted prices for identical assets or liabilities in inactive markets; and Level 3—Unobservable inputs reflecting our own assumptions and best estimate of what inputs market participants would use in pricing the asset or liability. Debt. Our long term debt is considered a Level 3 liability for which book value approximates fair market value due to the variable interest rate it bears. Common Stock Warrant Liability. Certain of our issued and outstanding warrants to purchase shares of common stock do not qualify to be treated as equity and, accordingly, are recorded as a liability. The Common Stock Warrant Liability represents the fair value of the 1.2 million warrants issued in February 2012. We are required to record these instruments at fair value at each reporting date and changes are recorded as a non-cash adjustment to earnings. The gains or losses included in earnings are reported in other income (expense) in our Statement of Operations. Management does not believe that this liability will be settled by a use of cash. The Common Stock Warrant Liability is considered a Level 3 financial instrument and is valued using a Monte Carlo simulation model. This method is well suited to valuing options with non-standard features, such as anti-dilution protection. A Monte Carlo simulation model uses repeated random sampling to simulate significant uncertainty in inputs. Assumptions and inputs used in the valuation of the common stock warrants are broken down into four sections: Static Business Inputs; Static Technical Inputs; Simulated Business Inputs; and Simulated Technical Inputs. Static Business Inputs include: our equity value, which was estimated using our stock price of $1.67 as of June 30, 2015 ; the amount of the down-round financing; the timing of the down-round financing; the expected exercise period of 1.61 years from the valuation date; and the fact that no other potential fundamental transactions are expected during the term of the common stock warrants. Static Technical Inputs include: volatility of 101% and the risk-free interest rate of 0.5% based on the 2 -year U.S. Treasury yield interpolated from the one-year and two-year U.S. Treasury bonds. Simulated Business Inputs include: the probability of down-round financing, which was estimated to be 25% for simulated equity values below the down-round financing cut-off point. Simulated Technical Inputs include: our equity value follows a geometric Brownian motion and is simulated over weekly periods; and a down-round financing event that was randomly simulated in an iteration based on the 25% discrete probability of a down-round financing for those iterations where our simulated equity value at the expected timing of a down-round financing event was below the down-round financing cut-off point. During the three months ended June 30, 2015 and 2014, the changes in the fair value of the liability measured using significant unobservable inputs (Level 3) was comprised of the following: Dollars in Thousands For the Three Months Ended June 30, 2015 June 30, 2014 Beginning balance at April 1 $ 290 $ 550 Total gains or losses: Recognized in earnings 270 (200 ) Balance at June 30 $ 560 $ 350 During the six months ended June 30, 2015 and 2014, the changes in the fair value of the liability measured using significant unobservable inputs (Level 3) was comprised of the following: Dollars in Thousands For the Six Months Ended June 30, 2015 June 30, 2014 Beginning balance at January 1 $ 145 $ 600 Total gains or losses: Recognized in earnings 415 (250 ) Balance at June 30 $ 560 $ 350 The change in unrealized gains or losses of Level 3 liabilities was included in earnings and was reported in other income (expense) in our Statement of Operations. |
STOCK OPTIONS
STOCK OPTIONS | 6 Months Ended |
Jun. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock Options | STOCK OPTIONS Stock Options. The following table summarizes stock option activity during the six months ended June 30, 2015 : Number of Options Weighted-Average Exercise Price Outstanding at January 1, 2015 685,984 $ 6.56 Granted 608,910 1.50 Forfeited (18,397 ) 4.08 Expired (49,198 ) 9.99 Outstanding at June 30, 2015 1,227,299 $ 3.95 Exercisable at June 30, 2015 350,213 $ 7.41 During the six months ended June 30, 2015 , we granted options to purchase 608,910 shares of our common stock at a weighted-average exercise price of $1.50 per share under our 2006 Equity Incentive Plan, as amended (the “Plan”). Options to purchase an aggregate of 214,296 shares of our common stock were granted during the six months ended June 30, 2014 . As of June 30, 2015 , there were 350,213 options exercisable and 1,140,292 options were vested or expected to vest with an aggregate intrinsic value of approximately $0.1 million . Stock Appreciation Rights ( “ SARs ” ) The following table summarizes SARs activity under the Plan during the six months ended June 30, 2015 : Number of SARs Weighted-Average Exercise Price Outstanding at January 1, 2015 98,333 $ 4.14 Outstanding at June 30, 2015 98,333 $ 4.14 Exercisable at June 30, 2015 48,958 $ 4.32 All outstanding SARs were issued solely to our executive officers. As of June 30, 2015 , 48,958 shares subject to outstanding SARs were exercisable and 98,333 shares were vested or expected to vest. The weighted-average exercise price of these SARs was $4.14 per share and the aggregate intrinsic value was zero . |
OPERATING SEGMENT AND GEOGRAPHI
OPERATING SEGMENT AND GEOGRAPHIC INFORMATION | 6 Months Ended |
Jun. 30, 2015 | |
Segment Reporting [Abstract] | |
Operating Segment and Geographic Information | OPERATING SEGMENT AND GEOGRAPHIC INFORMATION Our chief operating decision-maker is our Chief Executive Officer, who regularly evaluates our performance based on net sales and net loss before taxes. The preparation of this segment analysis requires management to make estimates and assumptions around expenses below the gross profit level. While we believe the segment information to be directionally correct, actual results could differ from the estimates and assumptions used in preparing this information. We have two reportable operating segments, Laboratory Services and Genetic Assays and Platforms. Segment information for the three months ended June 30, 2015 and 2014 was as follows: Dollars in Thousands Three Months Ended June 30, 2015 Laboratory Services Genetic Assays Total Net Sales $ 4,839 $ 2,201 $ 7,040 Gross Profit 2,634 238 2,872 Net Loss before Taxes (2,167 ) (1,066 ) (3,233 ) Income Tax Expense 40 2 42 Net Loss $ (2,207 ) $ (1,068 ) $ (3,275 ) Depreciation/Amortization $ 517 $ 41 $ 558 Interest Expense, net $ 131 $ 55 $ 186 June 30, 2015 Total Assets $ 25,870 $ 5,539 $ 31,409 Dollars in Thousands Three Months Ended June 30, 2014 Laboratory Services Genetic Assays Total Net Sales $ 3,843 $ 2,921 $ 6,764 Gross Profit 1,490 903 2,393 Net Loss before Taxes (3,277 ) (624 ) (3,901 ) Income Tax Expense (Benefit) 40 (48 ) (8 ) Net Loss $ (3,317 ) $ (576 ) $ (3,893 ) Depreciation/Amortization $ 438 $ 50 $ 488 Interest Expense, net $ 83 $ 63 $ 146 June 30, 2014 Total Assets $ 23,370 $ 7,721 $ 31,091 Segment information for the six months ended June 30, 2015 and 2014 is as follows: Dollars in Thousands Six Months Ended June 30, 2015 Laboratory Services Genetic Assays Total Net Sales $ 9,710 $ 3,843 $ 13,553 Gross Profit 5,330 516 5,846 Net Loss before Taxes (4,277 ) (1,951 ) (6,228 ) Income Tax Expense 81 7 88 Net Loss $ (4,358 ) $ (1,958 ) $ (6,316 ) Depreciation/Amortization $ 1,024 $ 87 $ 1,111 Interest Expense, net $ 273 $ 103 $ 376 Dollars in Thousands Six Months Ended June 30, 2014 Laboratory Services Genetic Assays Total Net Sales $ 7,531 $ 5,484 $ 13,015 Gross Profit 3,122 1,765 4,887 Net Loss before Taxes (6,261 ) (1,311 ) (7,572 ) Income Tax Expense (Benefit) 549 (52 ) 497 Net Loss $ (6,810 ) $ (1,259 ) $ (8,069 ) Depreciation/Amortization $ 878 $ 103 $ 981 Interest Expense, net $ 190 $ 138 $ 328 Net sales for the three and six months ended June 30, 2015 and 2014 by country were as follows: Dollars in Thousands Dollars in Thousands Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 United States $ 5,897 $ 4,870 $ 11,405 $ 9,633 Italy 193 337 370 722 All Other Countries 950 1,557 1,778 2,660 Total $ 7,040 $ 6,764 $ 13,553 $ 13,015 Other than the countries specifically identified above, no country individually accounted for more than 5% of total net sales. Approximately 99% of our long-lived assets are located within the United States. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | SUBSEQUENT EVENTS Events or transactions that occur after the balance sheet date, but before the financial statements are complete, are reviewed to determine if they should be recognized. Issuance of Common Stock and Common Stock Warrants On June 30, 2015, we entered into a Securities Purchase Agreement with certain accredited investors (the “2015 Investors”) pursuant to which, on July 7, 2015, we sold to the 2015 Investors, and the 2015 Investors purchased from us, (i) an aggregate of approximately 1.5 million shares of our common stock, par value $0.01 per share, at a price per share of $1.42 , (ii) warrants (the “Series B Warrants”) to purchase up to an aggregate of 0.7 million shares of our common stock with an exercise price of $0.01 per share, and (iii) warrants (the “Series A Warrants” and, together with the Series B Warrants, the “2015 Warrants”) to purchase up to an aggregate of 1.2 million shares of our common stock, with an exercise price of $1.66 per share (collectively, the “2015 Offering”). The purchase price for the Series B Warrants was $1.42 per share of our common stock subject to the Series B Warrants. Each of the 2015 Warrants has a term of 5 and 1/2-years . The Series B Warrants are immediately exercisable. The Series A Warrants will be exercisable beginning on January 7, 2016, six months from the date of issuance. The aggregate gross proceeds to us from the 2015 Offering were approximately $3.0 million . Craig-Hallum Capital Group LLC (the “2015 Placement Agent”) served as the sole placement agent for the Offering. In consideration for services rendered as the placement agent in the 2015 Offering, we (i) paid to the 2015 Placement Agent cash commissions equal to approximately $212,783 , or 7.0% of the gross proceeds received in the 2015 Offering; (ii) issued to the 2015 Placement Agent a five -year warrant to purchase up to 107,033 shares of our common stock with an exercise price of $1.66 per share and which is subject to other terms that are the same as the terms of the Series A Warrants; and (iii) reimbursed the 2015 Placement Agent for reasonable out-of-pocket expenses, including fees paid to the 2015 Placement Agent’s legal counsel, incurred in connection with the 2015 Offering, which reimbursable expenses did not exceed $50,000 . Waiver under Loan Agreement As disclosed in Note 5 - “Debt”, at June 30, 2015, we could not support an advance of $3.0 million per the defined borrowing base calculation of the Revolving Line, as required per the Loan Agreement. On August 10, 2015, we made a payment of $0.7 million to the Lenders which brought us back into compliance with the terms of the Revolving Line and, on such date, we received a waiver from the Lenders related to our non-compliance at June 30, 2015. |
SUMMARY OF SIGNIFICANT ACCOUN22
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation. The condensed consolidated balance sheet as of December 31, 2014 was derived from our audited balance sheet as of that date. The accompanying condensed consolidated financial statements as of and for the three and six months ended June 30, 2015 and 2014 are unaudited and reflect all adjustments (consisting of only normal recurring adjustments) that are, in the opinion of management, necessary for a fair presentation of the financial position and operating results for the interim periods. These unaudited condensed consolidated financial statements and notes should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2014 contained in our Annual Report on Form 10-K, filed with the Securities and Exchange Commission on April 15, 2015. The results of operations for the interim periods presented are not necessarily indicative of the results for fiscal year 2015. Following approval of our stockholders, on January 15, 2014, our Board of Directors approved a reverse split of our common stock, par value $0.01 , at a ratio of one-for-twelve . This reverse stock split became effective on January 27, 2014 and, unless otherwise indicated, all share amounts, per share data, share prices, exercise prices and conversion rates set forth in these notes and the accompanying condensed consolidated financial statements have, where applicable, been adjusted retroactively to reflect this reverse stock split. |
Principles of Consolidation | Principles of Consolidation. The condensed consolidated financial statements include the accounts of Transgenomic, Inc. and our wholly owned subsidiary. All inter-company balances and transactions have been eliminated in consolidation. |
Risks and Uncertainties | Risks and Uncertainties. Certain risks and uncertainties are inherent in our day-to-day operations and in the process of preparing our financial statements. The more significant of those risks are presented below and throughout the notes to the unaudited condensed consolidated financial statements. |
Use of Estimates | Use of Estimates. The preparation of condensed consolidated financial statements requires 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 financial statements and the reported amounts of net sales and expenses during the reporting period. In addition, estimates and assumptions associated with the determination of the fair value of certain assets and related impairments require considerable judgment by management. Actual results could differ from the estimates and assumptions used in preparing these condensed consolidated financial statements. |
Fair Value | Fair Value. Unless otherwise specified, book value approximates fair market value. The common stock warrant liability is recorded at fair value. |
Cash and Cash Equivalents | Cash and Cash Equivalents. Cash and cash equivalents include cash and investments with original maturities at the date of acquisition of three months or less. |
Concentrations of Cash | Concentrations of Cash. From time to time, we may maintain a cash position with financial institutions in amounts that exceed federally insured limits. We have not experienced any losses on such accounts as of June 30, 2015 . |
Accounts Receivable | While payment terms are generally 30 days , we have also provided extended payment terms in certain cases. In addition, we operate globally and the payment terms for some of our international customers may be greater than 90 days . Accounts receivable are carried at original invoice amount and shown net of allowance for doubtful accounts and contractual allowances. The estimate made for doubtful accounts is based on a review of all outstanding amounts on a quarterly basis. The estimate for contractual allowances is based on contractual terms or historical reimbursement rates and is recorded when revenue is recorded. We determine the allowance for doubtful accounts and contractual allowances by regularly evaluating individual payor receivables and considering a payor’s financial condition, credit history, reimbursement rates and current economic conditions. Accounts receivable are written off when deemed uncollectible and after all collection efforts have been exhausted. Recoveries of accounts receivable previously written off are recorded as a reduction in bad debt expense when received. |
Inventories | Inventories. Inventories are stated at the lower of cost or market net of allowance for obsolete inventory. Cost is computed using standard costs for finished goods and average or latest actual cost for raw materials and work in process, which approximates the first-in, first-out (FIFO) method. |
Inventory Obsolescence | We determine the allowance for obsolescence by evaluating inventory quarterly for items deemed to be slow moving or obsolete. |
Property and Equipment | Property and Equipment. Property and equipment are carried at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets as follows: Leasehold improvements 1 to 10 years Furniture and fixtures 3 to 7 years Production equipment 3 to 7 years Computer equipment 3 to 7 years Research and development equipment 2 to 7 years |
Goodwill | Goodwill. Goodwill is tested for impairment annually. We perform this impairment analysis during the fourth quarter of each year or when a significant event occurs that may impact goodwill. Impairment occurs when the carrying value is determined to be not recoverable, thereby causing the carrying value of the goodwill to exceed its fair value. If impaired, the asset’s carrying value is reduced to its fair value. No events have transpired in the six months ended June 30, 2015 that would require an impairment analysis prior to our scheduled review. |
Stock Based Compensation | Stock-Based Compensation. All stock-based awards to date have exercise prices equal to the market value of the shares at the date of grant and have 10 -year contractual terms. Unvested awards as of June 30, 2015 had vesting periods of up to three years from the date of grant. None of the awards outstanding at June 30, 2015 are subject to performance or market-based vesting conditions. We measure and recognize compensation expense for all stock-based awards made to employees and directors. Compensation expense is based on the calculated fair value of the awards as measured at the grant date and is expensed over the service period of the awards. |
Net Sales Recognition | Net Sales Recognition. Revenue is realized and earned when all of the following criteria are met: • Persuasive evidence of an arrangement exists; • Delivery has occurred or services have been rendered; • The seller’s price to the buyer is fixed or determinable; and • Collectability is reasonably assured. For our Laboratory Services segment, net sales from Patient Testing laboratories are recognized on an individual test basis and takes place when the test report is completed, reviewed and sent to the client, less the reserve for insurance, Medicare and Medicaid contractual adjustments. There are no deferred net sales associated with our Patient Testing services. Adjustments to the allowances, based on actual receipts from third party payors, are reflected in the estimated contractual allowance applied prospectively. In our Biomarker Identification laboratory, we perform pharmacogenomics research services on a project-by project-basis. When we receive payment in advance, we recognize revenue when we deliver the service. These projects typically do not extend beyond one year. At each of June 30, 2015 and December 31, 2014 , deferred net sales associated with pharmacogenomics research projects included in the balance sheet in deferred revenue was $0.1 million . Net sales of products in our Genetic Assays and Platforms segment are recognized in accordance with the terms of the sales arrangement. Such recognition is based on receipt of an unconditional customer order and transfer of title and risk of ownership to the customer, typically upon shipment of the product under a purchase order. Our sales terms do not provide for the right of return unless the product is damaged or defective. Net sales from certain services associated with the analytical instruments, to be performed subsequent to shipment of the products, are deferred and recognized when the services are provided. Such services, mainly limited to installation and training services that are not essential to the functionality of the instruments, typically are performed in a timely manner subsequent to shipment of the instrument. We also enter into various service contracts that cover installed instruments. These contracts cover specific time periods, and net sales associated with these contracts are deferred and recognized ratably over the service period. |
Common Stock Warrants | Common Stock Warrants. Certain of our issued and outstanding warrants to purchase common stock do not qualify to be treated as equity and, accordingly, are recorded as a liability (“Common Stock Warrant Liability”). The Common Stock Warrant Liability was initially recorded at fair value using a Monte Carlo simulation model. We are required to present these instruments at fair value at each reporting date and any changes in fair values are recorded as an adjustment to earnings. The Common Stock Warrant Liability is considered a Level Three financial instrument for purposes of fair value measurement. |
Translation of Foreign Currency | Translation of Foreign Currency. Our foreign subsidiary uses the British Pound Sterling, which is the local currency of the country in which it is located, as its functional currency. Its assets and liabilities are translated into U.S. Dollars at the exchange rates in effect at the balance sheet date. |
Loss Per Share | Loss Per Share. Basic loss per share is calculated based on the weighted-average number of common shares outstanding during each period. Diluted loss per share includes shares issuable upon exercise of outstanding stock options, warrants or conversion rights that have exercise or conversion prices below the market value of our common stock. |
Recently Accounting Pronouncements | Recent Accounting Pronouncements. In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers. This guidance requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to a customer. ASU No. 2014-09 will replace most existing revenue recognition guidance in generally accepted accounting principles in the U.S. when it becomes effective. In July 2015, the FASB decided to defer the effective date of this new accounting guidance by one year. As a result, ASU No. 2014-09 will be effective for us for all annual and interim reporting periods beginning after December 15, 2017 and early adoption would be permitted as of the original effective date. The new standard permits the use of either the retrospective or cumulative effect transition method. We do not expect to early adopt this guidance and we have not selected a transition method. We are currently evaluating the impact this guidance will have on our financial condition, results of operations and cash flows. In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements - Going Concern (Subtopic 205-40) . The new guidance addresses management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. The standard will be effective for the first interim period within annual reporting periods beginning after December 15, 2016. Early adoption is permitted. We do not expect to early adopt this guidance and do not believe that the adoption of this guidance will have a material impact on our 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, which requires that debt issuance costs be presented in the balance sheet as a direct deduction from the carrying amount of the related debt liability, rather than as a deferred charge asset. ASU No. 2015-03 is effective for us beginning on January 1, 2016. ASU No. 2015-03 is not expected to have a material impact on our condition, results of operations or cash flows. |
SUMMARY OF SIGNIFICANT ACCOUN23
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
Allowance for doubtful accounts rollforward | The following is a summary of activity for the allowance for doubtful accounts during the three and six months ended June 30, 2015 and 2014 : Dollars in Thousands Beginning Balance Additions Deductions Ending Balance Three Months Ended June 30, 2015 $ 9,193 $ 1,198 $ (1,965 ) $ 8,426 Three Months Ended June 30, 2014 $ 3,540 $ 850 $ (349 ) $ 4,041 Six Months Ended June 30, 2015 $ 7,947 $ 2,730 $ (2,251 ) $ 8,426 Six Months Ended June 30, 2014 $ 3,838 $ 1,523 $ (1,320 ) $ 4,041 |
Allowance for obsolete inventory rollforward | The following is a summary of activity for the allowance for obsolete inventory during the three and six months ended June 30, 2015 and 2014 : Dollars in Thousands Beginning Balance Additions Deductions Ending Balance Three Months Ended June 30, 2015 $ 601 $ 328 $ (8 ) $ 921 Three Months Ended June 30, 2014 $ 849 $ — $ (6 ) $ 843 Six Months Ended June 30, 2015 $ 628 $ 328 $ (35 ) $ 921 Six Months Ended June 30, 2014 $ 799 $ 55 $ (11 ) $ 843 |
Schedule of property and equipment, useful lives | Depreciation is computed using the straight-line method over the estimated useful lives of the related assets as follows: Leasehold improvements 1 to 10 years Furniture and fixtures 3 to 7 years Production equipment 3 to 7 years Computer equipment 3 to 7 years Research and development equipment 2 to 7 years |
INVENTORIES (Tables)
INVENTORIES (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories (net of allowance for obsolescence) consisted of the following: Dollars in Thousands June 30, December 31, Finished goods $ 1,977 $ 2,139 Raw materials and work in process 1,203 1,302 Demonstration inventory 360 192 $ 3,540 $ 3,633 Less allowance for obsolescence (921 ) (628 ) Total $ 2,619 $ 3,005 |
INTANGIBLES AND OTHER ASSETS (T
INTANGIBLES AND OTHER ASSETS (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Indefinite-Lived and Finite-Lived Intangible Assets | Long-lived intangible assets and other assets consisted of the following: Dollars in Thousands June 30, 2015 December 31, 2014 Cost Accumulated Amortization Net Book Value Cost Accumulated Amortization Net Book Value Intangibles—technology $ 9,009 $ 4,406 $ 4,603 $ 9,009 $ 3,995 $ 5,014 Intangibles—assay royalties 1,434 922 512 1,434 819 615 Intangibles—third party payor relationships 367 110 257 367 98 269 Intangibles—tradenames and trademarks 824 409 415 824 351 473 Intangibles—customer relationships 652 120 532 652 98 554 Intangibles—covenants not to compete 184 169 15 184 138 46 Patents 1,245 357 888 1,198 385 813 Intellectual property 466 139 327 266 86 180 $ 14,181 $ 6,632 $ 7,549 $ 13,934 $ 5,970 $ 7,964 Estimated Useful Life Technology 7-10 years Assay royalties 7 years Third party payor relationships 15 years Tradenames and trademarks 7 years Customer relationships 15 years Covenants not to compete 3 years Patents Life of the patent Intellectual property 7 years |
DEBT (Tables)
DEBT (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Dollars in Thousands June 30, 2015 December 31, 2014 Revolving Line of Credit (1) $ 3,000 $ 3,000 Term Loan (2) 4,000 4,087 Convertible Promissory Notes (3) 675 750 Total debt 7,675 7,837 Current portion of long-term debt (2,825 ) (462 ) Long-term debt, net of current maturities $ 4,850 $ 7,375 (1) Revolving Line of Credit. Amounts advanced under the Revolving Line initially bore interest at an annual rate equal to the greater of (a) 4.25% or (b) the Wall Street Journal prime rate plus 1% . Interest is payable on a monthly basis, with the balance payable at the maturity of the Revolving Line. Under the Amendment to the Loan Agreement, which we entered into on August 2, 2013, amounts advanced under the Revolving Line bear interest at an annual rate equal to the greater of (x) 6.25% or (y) the Wall Street Journal prime rate plus 3% . The current interest rate is 6.25% . Under the Loan Agreement, we paid the Lenders an upfront fee of $20,000 , and will pay the Lenders an additional commitment fee of $20,000 on each one-year anniversary of March 13, 2013, the Effective Date, during the term of the Revolving Line. In addition, a fee of 0.5% per annum is payable quarterly on the unused portion of the Revolving Line. The Revolving Line matures on September 1, 2016. (2) Term Loan. We received $4.0 million under the Term Loan on the Effective Date. Pursuant to the terms of the Loan Agreement, as amended by the Sixth Amendment (as defined in “-Revolving Line and Term Loan” below), we made a principal payment of approximately $148,000 on April 1, 2015 and will not be obligated to make monthly payments of principal to the Lenders until April 1, 2016. The current interest rate is 9.1% . We paid the Lenders an upfront fee of $40,000 for the Term Loan, and will pay the Lenders an additional final payment of $120,000 at maturity or prepayment of the Term Loan. In addition, if we repay the Term Loan prior to maturity, we will pay the Lenders a prepayment penalty of 1% of the total outstanding balance under the Term Loan. Additional Terms The Loan Agreement contains affirmative and negative covenants. Under the Term Loan, we are required to maintain a minimum liquidity ratio and achieve a minimum amount of revenue, and we also agreed not to (a) pledge or otherwise encumber our assets other than to the Lenders, (b) enter into additional borrowings or guarantees, (c) repurchase our capital stock, or (d) enter into certain mergers or acquisitions without the Lenders’ consent. Additionally, the Loan Agreement contains a subjective acceleration clause at the discretion of the Lenders. To secure the repayment of any amounts borrowed under the Revolving Line and the Term Loan, we granted the Lenders a security interest in all of our assets. The occurrence of an event of default under the Loan Agreement could result in the acceleration of our obligations under the Loan Agreement, would increase the applicable interest rate under the Revolving Line or Term Loan (or both) by 5% and would permit the Lenders to exercise remedies with respect to the collateral under the Loan Agreement. (3) Convertible Promissory Notes. The Notes accrue interest at a rate of 6% per year and mature on December 31, 2016. On July 17, 2015, $50,000 of the June 30, 2015 balance was converted into 34,379 shares of Company common stock in accordance with the terms of the applicable Additional Note (as defined in “-Convertible Promissory Notes” below). Additionally, on July 28, 2015, another $50,000 of the June 30, 2015 balance was converted into 35,701 shares of Company common stock in accordance with the terms of the applicable Additional Note. |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Stockholders' Equity Note, Warrants or Rights | Warrant Holder Issue Year Expiration Underlying Shares Exercise Price Affiliates of Third Security, LLC (1) 2010 December 2015 431,027 $6.96 Various Institutional Holders (2) 2012 February 2017 1,633,390 $7.56 Affiliates of Third Security, LLC (2) 2012 February 2017 248,006 $7.56 Various Institutional Holders (3) 2013 January 2018 441,656 $9.00 Affiliates of Third Security, LLC (3) 2013 January 2018 250,000 $9.00 Various Institutional Holders (4) 2014 April 2020 374,618 $4.00 Various Institutional Holders (5) 2015 February 2020 714,780 $2.24 4,093,477 (1) This warrant was issued in connection with the issuance of warrants to purchase shares of our Series A Preferred Stock to affiliates of Third Security, LLC in December 2010. The number of underlying shares shown reflects the number of shares of common stock issuable upon conversion of the shares of Series A Preferred Stock for which this warrant is currently exercisable. (2) These warrants were issued in connection with the Private Placement completed in February 2012 and are classified as a liability in our financial statements. See Note 9 - “Fair Value” for additional information. These warrants also contain certain anti-dilution provisions that provide for an adjustment to the exercise price and number of shares issuable upon exercise of the warrant in the event that we engage in certain issuances of shares of our common stock at a price lower than the exercise price of the warrant. (3) These warrants were issued in connection with the Offering, which was completed in January 2013. (4) These warrants were issued in connection with the 2014 Private Placement, which was completed in October 2014. (5) These warrants were issued in connection with the 2015 Offering, which was completed in February 2015. |
FAIR VALUE (Tables)
FAIR VALUE (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | During the three months ended June 30, 2015 and 2014, the changes in the fair value of the liability measured using significant unobservable inputs (Level 3) was comprised of the following: Dollars in Thousands For the Three Months Ended June 30, 2015 June 30, 2014 Beginning balance at April 1 $ 290 $ 550 Total gains or losses: Recognized in earnings 270 (200 ) Balance at June 30 $ 560 $ 350 During the six months ended June 30, 2015 and 2014, the changes in the fair value of the liability measured using significant unobservable inputs (Level 3) was comprised of the following: Dollars in Thousands For the Six Months Ended June 30, 2015 June 30, 2014 Beginning balance at January 1 $ 145 $ 600 Total gains or losses: Recognized in earnings 415 (250 ) Balance at June 30 $ 560 $ 350 |
STOCK OPTIONS (Tables)
STOCK OPTIONS (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Disclosure of Share-based Compensation Arrangements by Share-based Payment Award | The following table summarizes stock option activity during the six months ended June 30, 2015 : Number of Options Weighted-Average Exercise Price Outstanding at January 1, 2015 685,984 $ 6.56 Granted 608,910 1.50 Forfeited (18,397 ) 4.08 Expired (49,198 ) 9.99 Outstanding at June 30, 2015 1,227,299 $ 3.95 Exercisable at June 30, 2015 350,213 $ 7.41 |
Schedule of Other Share-based Compensation, Activity | The following table summarizes SARs activity under the Plan during the six months ended June 30, 2015 : Number of SARs Weighted-Average Exercise Price Outstanding at January 1, 2015 98,333 $ 4.14 Outstanding at June 30, 2015 98,333 $ 4.14 Exercisable at June 30, 2015 48,958 $ 4.32 |
OPERATING SEGMENT AND GEOGRAP30
OPERATING SEGMENT AND GEOGRAPHIC INFORMATION (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | Segment information for the three months ended June 30, 2015 and 2014 was as follows: Dollars in Thousands Three Months Ended June 30, 2015 Laboratory Services Genetic Assays Total Net Sales $ 4,839 $ 2,201 $ 7,040 Gross Profit 2,634 238 2,872 Net Loss before Taxes (2,167 ) (1,066 ) (3,233 ) Income Tax Expense 40 2 42 Net Loss $ (2,207 ) $ (1,068 ) $ (3,275 ) Depreciation/Amortization $ 517 $ 41 $ 558 Interest Expense, net $ 131 $ 55 $ 186 June 30, 2015 Total Assets $ 25,870 $ 5,539 $ 31,409 Dollars in Thousands Three Months Ended June 30, 2014 Laboratory Services Genetic Assays Total Net Sales $ 3,843 $ 2,921 $ 6,764 Gross Profit 1,490 903 2,393 Net Loss before Taxes (3,277 ) (624 ) (3,901 ) Income Tax Expense (Benefit) 40 (48 ) (8 ) Net Loss $ (3,317 ) $ (576 ) $ (3,893 ) Depreciation/Amortization $ 438 $ 50 $ 488 Interest Expense, net $ 83 $ 63 $ 146 June 30, 2014 Total Assets $ 23,370 $ 7,721 $ 31,091 Segment information for the six months ended June 30, 2015 and 2014 is as follows: Dollars in Thousands Six Months Ended June 30, 2015 Laboratory Services Genetic Assays Total Net Sales $ 9,710 $ 3,843 $ 13,553 Gross Profit 5,330 516 5,846 Net Loss before Taxes (4,277 ) (1,951 ) (6,228 ) Income Tax Expense 81 7 88 Net Loss $ (4,358 ) $ (1,958 ) $ (6,316 ) Depreciation/Amortization $ 1,024 $ 87 $ 1,111 Interest Expense, net $ 273 $ 103 $ 376 Dollars in Thousands Six Months Ended June 30, 2014 Laboratory Services Genetic Assays Total Net Sales $ 7,531 $ 5,484 $ 13,015 Gross Profit 3,122 1,765 4,887 Net Loss before Taxes (6,261 ) (1,311 ) (7,572 ) Income Tax Expense (Benefit) 549 (52 ) 497 Net Loss $ (6,810 ) $ (1,259 ) $ (8,069 ) Depreciation/Amortization $ 878 $ 103 $ 981 Interest Expense, net $ 190 $ 138 $ 328 |
Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Areas | Net sales for the three and six months ended June 30, 2015 and 2014 by country were as follows: Dollars in Thousands Dollars in Thousands Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 United States $ 5,897 $ 4,870 $ 11,405 $ 9,633 Italy 193 337 370 722 All Other Countries 950 1,557 1,778 2,660 Total $ 7,040 $ 6,764 $ 13,553 $ 13,015 |
BUSINESS DESCRIPTION (Details)
BUSINESS DESCRIPTION (Details) - Jun. 30, 2015 $ in Millions | USD ($)operating_segments |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of operating segments | operating_segments | 2 |
Working capital | $ 2.2 |
SUMMARY OF SIGNIFICANT ACCOUN32
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) $ / shares in Units, $ in Thousands | Jan. 27, 2014 | Jun. 30, 2015USD ($)$ / sharesshares | Jun. 30, 2014USD ($) | Jun. 30, 2015USD ($)$ / sharesshares | Jun. 30, 2014USD ($)shares | Dec. 31, 2014USD ($)$ / shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | |||
Stock split, conversion ratio | 0.0833 | |||||
Share-based compensation arrangement by share-based payment award, expiration period | 10 years | |||||
Stock-based compensation | $ 322 | $ 637 | ||||
Employee service share-based compensation, nonvested awards, total compensation cost not yet recognized, stock options | $ 800 | $ 800 | ||||
Unvested stock options, unrecognized compensation expense weighted average recognition period | 1 year 4 months 10 days | |||||
Stock options, granted (in shares) | shares | 596,560 | 608,910 | 214,296 | |||
Stock options, fair value assumptions, risk free interest rate | 1.32% | |||||
Stock options, fair value assumptions, dividend yield | 0.00% | |||||
Stock options, fair value assumptions, expected life | 4 years 2 months 25 days | |||||
Stock options, fair value assumptions, historical volatility rate | 83.00% | |||||
Common stock rights issued (in shares) | shares | 1,208,491 | 115,432 | ||||
Deferred revenue | $ 952 | $ 952 | $ 1,035 | |||
Foreign currency translation adjustment | 42 | $ 22 | 8 | $ 34 | (50) | |
Foreign currency transaction loss, realized (less than) | $ 100 | $ 100 | ||||
Options, warrants and conversion rights, common stock callable and antidilutive (in shares) | shares | 8,286,963 | 5,510,255 | ||||
Accumulated Other Comprehensive Income | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Foreign currency translation adjustment | $ 8 | $ 34 | (50) | |||
Pharmacogenomic Services | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Deferred revenue | 100 | 100 | 100 | |||
Diagnostic Tools | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Deferred revenue | $ 800 | $ 800 | $ 700 | |||
Executive Officers | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock options, unvested options, vesting period | 3 years | |||||
Common stock rights issued (in shares) | shares | 98,333 | |||||
Selling, General and Administrative Expenses | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock-based compensation | $ 300 | $ 600 | ||||
Maximum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock options, unvested options, vesting period | 3 years |
SUMMARY OF SIGNIFICANT ACCOUN33
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Accounts Receivable) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Allowance for Doubtful Accounts Receivable [Roll Forward] | ||||
Beginning balance | $ 9,193 | $ 3,540 | $ 7,947 | $ 3,838 |
Additions | 1,198 | 850 | 2,730 | 1,523 |
Deductions | (1,965) | (349) | (2,251) | (1,320) |
Ending balance | $ 8,426 | $ 4,041 | $ 8,426 | $ 4,041 |
Accounts receivable, general payment terms | 30 days | |||
Accounts receivable, international extended payment terms greater than | 90 days |
SUMMARY OF SIGNIFICANT ACCOUN34
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Inventories) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Obsolete Inventory [Roll Forward] | ||||
Beginning balance | $ 601 | $ 849 | $ 628 | $ 799 |
Additions | 328 | 0 | 328 | 55 |
Deductions | (8) | (6) | (35) | (11) |
Ending balance | $ 921 | $ 843 | $ 921 | $ 843 |
SUMMARY OF SIGNIFICANT ACCOUN35
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Property, Plant and Equipment) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Property, Plant and Equipment [Line Items] | ||||
Depreciation expense | $ 0.1 | $ 0.1 | $ 0.2 | $ 0.2 |
Depreciation expense, capital leases | $ 0.1 | $ 0.1 | $ 0.1 | $ 0.1 |
Leasehold Improvements | Minimum | ||||
Property, Plant and Equipment [Line Items] | ||||
Property and equipment, estimated useful lives | 1 year | |||
Leasehold Improvements | Maximum | ||||
Property, Plant and Equipment [Line Items] | ||||
Property and equipment, estimated useful lives | 10 years | |||
Furniture and Fixtures | Minimum | ||||
Property, Plant and Equipment [Line Items] | ||||
Property and equipment, estimated useful lives | 3 years | |||
Furniture and Fixtures | Maximum | ||||
Property, Plant and Equipment [Line Items] | ||||
Property and equipment, estimated useful lives | 7 years | |||
Production Equipment | Minimum | ||||
Property, Plant and Equipment [Line Items] | ||||
Property and equipment, estimated useful lives | 3 years | |||
Production Equipment | Maximum | ||||
Property, Plant and Equipment [Line Items] | ||||
Property and equipment, estimated useful lives | 7 years | |||
Computer Equipment | Minimum | ||||
Property, Plant and Equipment [Line Items] | ||||
Property and equipment, estimated useful lives | 3 years | |||
Computer Equipment | Maximum | ||||
Property, Plant and Equipment [Line Items] | ||||
Property and equipment, estimated useful lives | 7 years | |||
Research and Development Equipment | Minimum | ||||
Property, Plant and Equipment [Line Items] | ||||
Property and equipment, estimated useful lives | 2 years | |||
Research and Development Equipment | Maximum | ||||
Property, Plant and Equipment [Line Items] | ||||
Property and equipment, estimated useful lives | 7 years |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 |
Inventory Disclosure [Abstract] | ||||||
Finished goods | $ 1,977 | $ 2,139 | ||||
Raw materials and work in process | 1,203 | 1,302 | ||||
Demonstration inventory | 360 | 192 | ||||
Inventory, gross | 3,540 | 3,633 | ||||
Less allowance for obsolescence | (921) | $ (601) | (628) | $ (843) | $ (849) | $ (799) |
Inventories, net | $ 2,619 | $ 3,005 |
INTANGIBLES AND OTHER ASSETS (D
INTANGIBLES AND OTHER ASSETS (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Cost | $ 14,181 | $ 14,181 | $ 13,934 | ||
Accumulated Amortization | 6,632 | 6,632 | 5,970 | ||
Net Book Value | 7,549 | 7,549 | 7,964 | ||
Amortization of intangible assets | 400 | $ 300 | 800 | $ 700 | |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |||||
Amortization expense, 2015 | 1,400 | 1,400 | |||
Amortization expense, 2016 | 1,400 | 1,400 | |||
Amortization expense, 2017 | 1,400 | 1,400 | |||
Amortization expense, 2018 | 1,100 | 1,100 | |||
Amortization expense, 2019 | 900 | 900 | |||
Technology | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Cost | 9,009 | 9,009 | 9,009 | ||
Accumulated Amortization | 4,406 | 4,406 | 3,995 | ||
Net Book Value | 4,603 | $ 4,603 | 5,014 | ||
Technology | Minimum | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Finite-lived intangible asset, useful life | 7 years | ||||
Technology | Maximum | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Finite-lived intangible asset, useful life | 10 years | ||||
Assay Royalties | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Cost | 1,434 | $ 1,434 | 1,434 | ||
Accumulated Amortization | 922 | 922 | 819 | ||
Net Book Value | 512 | $ 512 | 615 | ||
Finite-lived intangible asset, useful life | 7 years | ||||
Third Party Payor Relationships | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Cost | 367 | $ 367 | 367 | ||
Accumulated Amortization | 110 | 110 | 98 | ||
Net Book Value | 257 | $ 257 | 269 | ||
Finite-lived intangible asset, useful life | 15 years | ||||
Tradenames and Trademarks | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Cost | 824 | $ 824 | 824 | ||
Accumulated Amortization | 409 | 409 | 351 | ||
Net Book Value | 415 | $ 415 | 473 | ||
Finite-lived intangible asset, useful life | 7 years | ||||
Customer Relationships | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Cost | 652 | $ 652 | 652 | ||
Accumulated Amortization | 120 | 120 | 98 | ||
Net Book Value | 532 | $ 532 | 554 | ||
Finite-lived intangible asset, useful life | 15 years | ||||
Covenants Not to Compete | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Cost | 184 | $ 184 | 184 | ||
Accumulated Amortization | 169 | 169 | 138 | ||
Net Book Value | 15 | $ 15 | 46 | ||
Finite-lived intangible asset, useful life | 3 years | ||||
Patents | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Cost | 1,245 | $ 1,245 | 1,198 | ||
Accumulated Amortization | 357 | 357 | 385 | ||
Net Book Value | 888 | 888 | 813 | ||
Intellectual Property | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Cost | 466 | 466 | 266 | ||
Accumulated Amortization | 139 | 139 | 86 | ||
Net Book Value | $ 327 | $ 327 | $ 180 | ||
Finite-lived intangible asset, useful life | 7 years |
DEBT (Details)
DEBT (Details) - USD ($) | Jul. 28, 2015 | Jul. 17, 2015 | Jun. 30, 2015 | Jun. 30, 2014 | Apr. 01, 2015 | Dec. 31, 2014 |
Debt Instrument [Line Items] | ||||||
Total debt | $ 7,675,000 | $ 7,837,000 | ||||
Current portion of long-term debt | (2,825,000) | (462,000) | ||||
Long-term debt, net of current maturities | 4,850,000 | 7,375,000 | ||||
Conversion of convertible promissory notes | 1,012,000 | $ 0 | ||||
Line of Credit | Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Total debt | $ 3,000,000 | 3,000,000 | ||||
Debt instrument, interest rate, stated percentage | 4.25% | |||||
Debt instrument, interest rate, effective percentage | 6.25% | |||||
Line of credit facility, upfront fee | $ 20,000 | |||||
Line of credit facility, commitment fee amount | $ 20,000 | |||||
Line of credit facility, unused capacity, commitment fee percentage | 0.50% | |||||
Line of Credit | Revolving Credit Facility | Amended Loan Agreement | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, interest rate, stated percentage | 6.25% | |||||
Line of Credit | Revolving Credit Facility | Wall Street Journal Prime Rate | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, basis spread on variable rate | 1.00% | |||||
Line of Credit | Revolving Credit Facility | Wall Street Journal Prime Rate | Amended Loan Agreement | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, basis spread on variable rate | 3.00% | |||||
Term Loan | ||||||
Debt Instrument [Line Items] | ||||||
Total debt | $ 4,000,000 | 4,087,000 | ||||
Proceeds from issuance of long-term debt | $ 4,000,000 | |||||
Initial prepayment of a portion of the loan balance | $ 148,000 | |||||
Long-term debt, percentage bearing variable interest, percentage rate | 9.10% | |||||
Debt instrument, upfront fee | $ 40,000 | |||||
Debt instrument, future debt extinguishment costs | $ 120,000 | |||||
Debt instrument, prepayment penalty percent | 1.00% | |||||
Increase in interest rate in case of debt default | 5.00% | |||||
Convertible Promissory Notes | ||||||
Debt Instrument [Line Items] | ||||||
Total debt | $ 675,000 | $ 750,000 | ||||
Debt instrument, interest rate, stated percentage | 6.00% | 6.00% | ||||
Convertible debt, number of shares converted into | 502,786 | |||||
Convertible Promissory Notes | Subsequent Event | ||||||
Debt Instrument [Line Items] | ||||||
Conversion of convertible promissory notes | $ 50,000 | $ 50,000 | ||||
Convertible debt, number of shares converted into | 35,701 | 34,379 |
DEBT (Revolving Line and Term L
DEBT (Revolving Line and Term Loan) (Details) - USD ($) | Aug. 10, 2015 | Mar. 13, 2013 | Mar. 31, 2015 | Jun. 30, 2015 | Apr. 01, 2015 | Oct. 22, 2014 | Oct. 21, 2014 |
Line of Credit | Revolving Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Line of credit facility, current borrowing capacity | $ 3,000,000 | $ 3,000,000 | $ 4,000,000 | ||||
Line of Credit | Revolving Credit Facility | Subsequent Event | |||||||
Debt Instrument [Line Items] | |||||||
Payment to lenders to support the amount advanced | $ 700,000 | ||||||
Term Loan | |||||||
Debt Instrument [Line Items] | |||||||
Interest costs capitalized | $ 400,000 | ||||||
Initial prepayment of a portion of the loan balance | $ 148,000 | ||||||
Third Security LLC And Affiliates | Line of Credit | Revolving Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Line of credit facility, current borrowing capacity | $ 4,000,000 | ||||||
Third Security LLC And Affiliates | Term Loan | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, face amount | $ 4,000,000 | ||||||
PGxHealth, LLC | Senior Secured Promissory Note | |||||||
Debt Instrument [Line Items] | |||||||
Debt term of note payable that was paid off | 3 years |
DEBT (Convertible Promissory No
DEBT (Convertible Promissory Notes) (Details) | Dec. 31, 2014USD ($)$ / shares | Jun. 30, 2015USD ($)shares | Jun. 30, 2014USD ($) | Jan. 20, 2015USD ($) | Jan. 15, 2015investor |
Debt Instrument [Line Items] | |||||
Conversion of convertible promissory notes | $ 1,012,000 | $ 0 | |||
Additional Notes | |||||
Debt Instrument [Line Items] | |||||
Number of additional accredited investors | investor | 7 | ||||
Convertible Notes Payable | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, face amount | $ 750,000 | ||||
Debt instrument, interest rate, stated percentage | 6.00% | 6.00% | |||
Convertible debt, number of shares converted into | shares | 502,786 | ||||
Convertible Notes Payable | Additional Notes | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, face amount | $ 925,000 | ||||
Convertible debt, number of shares converted into | shares | 167,762 | ||||
Conversion of convertible promissory notes | $ 250,000 | ||||
Convertible Notes Payable | Conversion, Period One | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, convertible, percentage of debt | 50.00% | ||||
Threshold consecutive trading days | 20 days | ||||
Conversion price (in dollars per share) | $ / shares | $ 2.20 | ||||
Convertible Notes Payable | Conversion, Period Two | |||||
Debt Instrument [Line Items] | |||||
Threshold consecutive trading days | 15 days | ||||
Conversion price as percentage of average closing price | 85.00% |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | ||
Operating leases, future minimum payments due, remainder of 2015 | $ 0.5 | |
Operating leases, future minimum payments due, 2016 | 0.9 | |
Operating leases, future minimum payments due, 2017 | 0.8 | |
Operating leases, future minimum payments due, 2018 | 0.5 | |
Operating leases, future minimum payments due, 2019 | 0.2 | |
Operating leases, future minimum payments, due thereafter | 0.6 | |
Operating leases, rent expense | 0.4 | $ 0.5 |
Firm commitments to vendors | $ 1.2 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Income Tax Disclosure [Abstract] | ||||
Income tax expense (benefit) | $ 42 | $ (8) | $ 88 | $ 497 |
Effective income tax rate, continuing operations | 1.41% | |||
Effective tax rate reconciliation, permanent differences, goodwill amortization (less than) | $ 100 |
STOCKHOLDERS' EQUITY (Common St
STOCKHOLDERS' EQUITY (Common Stock) (Details) | Feb. 27, 2015USD ($)$ / shares$ / unitshares | Oct. 22, 2014USD ($)$ / sharesshares | Jan. 24, 2013USD ($)$ / sharesshares | Feb. 02, 2012USD ($)$ / sharesshares | Dec. 31, 2011USD ($) | Jun. 30, 2015USD ($)$ / sharesshares | Dec. 31, 2014USD ($)$ / sharesshares | Jan. 20, 2015USD ($) | Jan. 15, 2015$ / sharesshares | Oct. 21, 2014$ / sharesshares | Mar. 05, 2014$ / sharesshares |
Class of Stock [Line Items] | |||||||||||
Common stock, shares authorized | 150,000,000 | 150,000,000 | |||||||||
Common stock, shares issued | 12,328,918 | 8,084,471 | |||||||||
Common stock warrant, common stock called (in shares) | 1,881,396 | 1,309,785 | 1,387,685 | 1,483,161 | 1,212,665 | ||||||
Common stock warrant, exercise price (in dollars per share) | $ / shares | $ 7.56 | $ 10.86 | $ 10.25 | $ 9.59 | $ 11.73 | ||||||
Share price (in dollars per share) | $ / shares | $ 1.67 | ||||||||||
Private placement, net | $ | $ 6,209,000 | $ 2,361,000 | |||||||||
Convertible Notes Payable | |||||||||||
Class of Stock [Line Items] | |||||||||||
Debt instrument, face amount | $ | $ 750,000 | ||||||||||
Maximum | |||||||||||
Class of Stock [Line Items] | |||||||||||
Common stock warrant, common stock called (in shares) | 1,097,600 | ||||||||||
Common stock warrant, exercise price (in dollars per share) | $ / shares | $ 15 | ||||||||||
Minimum | |||||||||||
Class of Stock [Line Items] | |||||||||||
Common stock warrant, common stock called (in shares) | 948,333 | ||||||||||
Common stock warrant, exercise price (in dollars per share) | $ / shares | $ 12.96 | ||||||||||
Third Security LLC And Affiliates | Maximum | |||||||||||
Class of Stock [Line Items] | |||||||||||
Common stock warrant, common stock called (in shares) | 1,212,665 | ||||||||||
Common stock warrant, exercise price (in dollars per share) | $ / shares | $ 12.96 | ||||||||||
Third Security LLC And Affiliates | Minimum | |||||||||||
Class of Stock [Line Items] | |||||||||||
Common stock warrant, common stock called (in shares) | 1,097,600 | ||||||||||
Common stock warrant, exercise price (in dollars per share) | $ / shares | $ 11.73 | ||||||||||
Private Placement | |||||||||||
Class of Stock [Line Items] | |||||||||||
Proceeds from issuance of common stock and convertible notes | $ | $ 22,000,000 | $ 3,000,000 | |||||||||
Common stock, shares issued | 1,583,333 | ||||||||||
Common stock, sale price per share (in dollars per share) | $ / shares | $ 12 | ||||||||||
Common stock warrants, term | 5 years | ||||||||||
Common stock warrant, common stock called (in shares) | 823,333 | ||||||||||
Common stock warrant, exercise price (in dollars per share) | $ / shares | $ 15 | ||||||||||
Payments of stock issuance costs | $ | $ 1,330,000 | ||||||||||
Payments of stock issuance costs, percentage of gross offering proceeds | 7.00% | ||||||||||
Payments of stock issuance costs, warrant right to purchase common stock shares | 31,666 | ||||||||||
Payments of stock issuance costs, warrant right to purchase common stock shares, percentage of shares in offering | 2.00% | ||||||||||
Stock issuance costs, reimbursable expenses | $ | $ 125,000 | ||||||||||
Payments of stock issuance costs, reduction to equity | $ | $ 1,500,000 | ||||||||||
Private Placement | Third Security LLC And Affiliates | |||||||||||
Class of Stock [Line Items] | |||||||||||
Convertible notes, common stock callable (in shares) | 250,000 | ||||||||||
Convertible notes, warrants callable (in shares) | 125,000 | ||||||||||
Offering | |||||||||||
Class of Stock [Line Items] | |||||||||||
Common stock warrant, common stock called (in shares) | 691,656 | ||||||||||
Private placement, net, shares | 1,383,333 | ||||||||||
Share price (in dollars per share) | $ / shares | $ 6 | ||||||||||
Private placement, net | $ | $ 8,300,000 | ||||||||||
Class of warrant or right, number of securities called by warrants or rights, price per share (in dollars per share) | $ / shares | $ 9 | ||||||||||
Offering | Affiliates of Third Security, LLC; January 2018 | |||||||||||
Class of Stock [Line Items] | |||||||||||
Common stock warrant, common stock called (in shares) | 250,000 | ||||||||||
Private placement, net, shares | 500,000 | ||||||||||
2014 Private Placement | |||||||||||
Class of Stock [Line Items] | |||||||||||
Common stock warrant, common stock called (in shares) | 365,388 | ||||||||||
Common stock warrant, exercise price (in dollars per share) | $ / shares | $ 4 | ||||||||||
Private placement, net, shares | 730,776 | ||||||||||
Share price (in dollars per share) | $ / shares | $ 3.25 | ||||||||||
Private placement, net | $ | $ 2,400,000 | ||||||||||
2014 Private Placement | Advisor | |||||||||||
Class of Stock [Line Items] | |||||||||||
Common stock warrant, common stock called (in shares) | 9,230 | ||||||||||
Additional Note Private Placement | Convertible Notes Payable | |||||||||||
Class of Stock [Line Items] | |||||||||||
Debt instrument, face amount | $ | $ 925,000 | ||||||||||
2015 Offering | Craig-Hallum Capital Group LLC | |||||||||||
Class of Stock [Line Items] | |||||||||||
Common stock warrant, common stock called (in shares) | 714,780 | ||||||||||
Common stock warrant, exercise price (in dollars per share) | $ / shares | $ 2.24 | ||||||||||
Private placement, net, shares | 3,573,899 | ||||||||||
Class of warrant or right, number of securities called by each warrant or right (in shares) | 0.20 | ||||||||||
Class of warrant or right, purchase price per share, public (in dollars per share) | $ / unit | 1.95 | ||||||||||
Class of warrant or right, purchase price per share, underwriter (in dollars per share) | $ / unit | 1.8135 | ||||||||||
Proceeds from issuance of common stock and warrants, net | $ | $ 6,200,000 | ||||||||||
Class of warrant or right, expiration period | 5 years |
STOCKHOLDERS' EQUITY (Common 44
STOCKHOLDERS' EQUITY (Common Stock Warrants) (Details) - $ / shares | 6 Months Ended | |||||||
Jun. 30, 2015 | Jun. 30, 2014 | Feb. 27, 2015 | Jan. 15, 2015 | Dec. 31, 2014 | Oct. 22, 2014 | Oct. 21, 2014 | Feb. 02, 2012 | |
Class of Stock [Line Items] | ||||||||
Common stock warrants issued (in shares) | 1,208,491 | 115,432 | ||||||
Underlying Shares | 4,093,477 | |||||||
Exercise Price (in dollars per share) | $ 7.56 | $ 9.59 | $ 10.25 | $ 10.86 | $ 11.73 | |||
Affiliates of Third Security, LLC; December 2015 | ||||||||
Class of Stock [Line Items] | ||||||||
Underlying Shares | 431,027 | |||||||
Exercise Price (in dollars per share) | $ 6.96 | |||||||
Various Institutional Holders; February 2017 | ||||||||
Class of Stock [Line Items] | ||||||||
Underlying Shares | 1,633,390 | |||||||
Exercise Price (in dollars per share) | $ 7.56 | |||||||
Affiliates of Third Security, LLC; February 2017 | ||||||||
Class of Stock [Line Items] | ||||||||
Underlying Shares | 248,006 | |||||||
Exercise Price (in dollars per share) | $ 7.56 | |||||||
Various Institutional Holders; January 2018 | ||||||||
Class of Stock [Line Items] | ||||||||
Underlying Shares | 441,656 | |||||||
Exercise Price (in dollars per share) | $ 9 | |||||||
Affiliates of Third Security, LLC; January 2018 | ||||||||
Class of Stock [Line Items] | ||||||||
Underlying Shares | 250,000 | |||||||
Exercise Price (in dollars per share) | $ 9 | |||||||
Various Institutional Holders; April 2020 | ||||||||
Class of Stock [Line Items] | ||||||||
Underlying Shares | 374,618 | |||||||
Exercise Price (in dollars per share) | $ 4 | |||||||
Various Institutional Holders; February 2020 | ||||||||
Class of Stock [Line Items] | ||||||||
Underlying Shares | 714,780 | |||||||
Exercise Price (in dollars per share) | $ 2.24 | |||||||
Private Placement | ||||||||
Class of Stock [Line Items] | ||||||||
Common stock warrants issued (in shares) | 493,711 | |||||||
Exercise Price (in dollars per share) | $ 15 | |||||||
Offering | ||||||||
Class of Stock [Line Items] | ||||||||
Common stock warrants issued (in shares) | 714,780 |
STOCKHOLDERS' EQUITY (Issuance
STOCKHOLDERS' EQUITY (Issuance of Series B Preferred Stock) (Details) $ / shares in Units, $ in Thousands | Mar. 05, 2014USD ($)$ / sharesshares | Jun. 30, 2015USD ($)$ / shares | Dec. 31, 2014USD ($)$ / sharesshares | Feb. 27, 2015$ / sharesshares | Jan. 15, 2015$ / sharesshares | Oct. 22, 2014$ / sharesshares | Oct. 21, 2014$ / sharesshares | Jan. 24, 2013$ / sharesshares |
Class of Stock [Line Items] | ||||||||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | ||||||
Share price (in dollars per share) | $ 1.67 | |||||||
Private placement, net | $ | $ 6,209 | $ 2,361 | ||||||
Common stock warrant, exercise price (in dollars per share) | $ 10.25 | $ 7.56 | $ 9.59 | $ 10.86 | $ 11.73 | |||
Common stock warrant, common stock called (in shares) | shares | 1,387,685 | 1,881,396 | 1,483,161 | 1,309,785 | 1,212,665 | |||
Maximum | ||||||||
Class of Stock [Line Items] | ||||||||
Common stock warrant, exercise price (in dollars per share) | $ 15 | |||||||
Common stock warrant, common stock called (in shares) | shares | 1,097,600 | |||||||
Minimum | ||||||||
Class of Stock [Line Items] | ||||||||
Common stock warrant, exercise price (in dollars per share) | $ 12.96 | |||||||
Common stock warrant, common stock called (in shares) | shares | 948,333 | |||||||
Third Security LLC And Affiliates | Maximum | ||||||||
Class of Stock [Line Items] | ||||||||
Common stock warrant, exercise price (in dollars per share) | $ 12.96 | |||||||
Common stock warrant, common stock called (in shares) | shares | 1,212,665 | |||||||
Third Security LLC And Affiliates | Minimum | ||||||||
Class of Stock [Line Items] | ||||||||
Common stock warrant, exercise price (in dollars per share) | $ 11.73 | |||||||
Common stock warrant, common stock called (in shares) | shares | 1,097,600 | |||||||
Third Security LLC And Affiliates | Preferred Stock | Series B Preferred Stock | ||||||||
Class of Stock [Line Items] | ||||||||
Private placement, net, shares | shares | 1,443,297 | |||||||
Preferred stock, par value (in dollars per share) | $ 0.01 | |||||||
Share price (in dollars per share) | $ 4.85 | |||||||
Private placement, net | $ | $ 7,000 | |||||||
Conversion ratio | 1 |
STOCKHOLDERS' EQUITY (Preferred
STOCKHOLDERS' EQUITY (Preferred Stock Dividends) (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2015 | Dec. 31, 2014 | |
Class of Stock [Line Items] | ||
Liability on undeclared dividends | $ 0 | $ 3,130 |
Reversal of liability on undeclared dividends | 3,130 | (1,144) |
Cumulative undeclared dividends, preferred stock | 3,800 | 3,100 |
Retained Earnings | ||
Class of Stock [Line Items] | ||
Reversal of liability on undeclared dividends | $ 3,130 | (1,144) |
Preferred Stock | ||
Class of Stock [Line Items] | ||
Liability on undeclared dividends | $ 3,100 |
FAIR VALUE (Details)
FAIR VALUE (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Common stock warrants issued (in shares) | 1,208,491 | 115,432 | ||
Share price (in dollars per share) | $ 1.67 | $ 1.67 | ||
Stock options, fair value assumptions, expected life | 1 year 7 months 10 days | |||
Volatility | 101.00% | |||
Risk-free interest rate | 0.50% | |||
Fair value assumptions, expected term | 2 years | |||
Percentage of simulated equity values below the down-round financing cut-off point | 25.00% | |||
Liability | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Common stock warrants issued (in shares) | 1,200,000 | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Beginning balance | $ 290 | $ 550 | $ 145 | $ 600 |
Total gains or losses: | ||||
Recognized in earnings | 270 | (200) | 415 | (250) |
Balance at end of period | $ 560 | $ 350 | $ 560 | $ 350 |
STOCK OPTIONS (Details)
STOCK OPTIONS (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2015 | Jun. 30, 2014 | |
Number of Options [Rollforward] | |||
Outstanding at beginning of period (in shares) | 685,984 | ||
Granted (in shares) | 596,560 | 608,910 | 214,296 |
Forfeited (in shares) | (18,397) | ||
Expired (in shares) | (49,198) | ||
Outstanding at end of period (in shares) | 1,227,299 | 1,227,299 | |
Exercisable at end of period (in shares) | 350,213 | 350,213 | |
Weighted Average Exercise Price [Roll Forward] | |||
Outstanding at beginning of period (in dollars per share) | $ 6.56 | ||
Granted (in dollars per share) | 1.50 | ||
Forfeited (in dollars per share) | 4.08 | ||
Expired (in dollars per share) | 9.99 | ||
Outstanding at end of period (in dollars per share) | $ 3.95 | 3.95 | |
Exercisable at end of period (in dollars per share) | $ 7.41 | $ 7.41 | |
Stock options, expected to vest, outstanding (in shares) | 1,140,292 | 1,140,292 | |
Stock options, expected to vest, outstanding, aggregate intrinsic value | $ 0.1 | $ 0.1 | |
Equity Incentive Plan 2006 | |||
Number of Options [Rollforward] | |||
Granted (in shares) | 608,910 | ||
Weighted Average Exercise Price [Roll Forward] | |||
Granted (in dollars per share) | $ 1.50 |
STOCK OPTIONS (Stock Appreciati
STOCK OPTIONS (Stock Appreciation Rights) (Details) - SARs - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
Number of Options | ||
Balance (in shares) | 98,333 | 98,333 |
Number of options, exercisable (in shares) | 48,958 | |
Weighted-Average Exercise Price | ||
Balance (in dollars per share) | $ 4.14 | $ 4.14 |
Weighted-average exercise price, exercisable (in dollars per share) | $ 4.32 | |
Stock appreciation rights, nonvested (in shares) | 98,333 | |
Stock appreciation rights, aggregate intrinsic value, outstanding | $ 0 |
OPERATING SEGMENT AND GEOGRAP50
OPERATING SEGMENT AND GEOGRAPHIC INFORMATION (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2015USD ($) | Jun. 30, 2014USD ($) | Jun. 30, 2015USD ($)operating_segments | Jun. 30, 2014USD ($) | Dec. 31, 2014USD ($) | |
Segment Reporting [Abstract] | |||||
Number of operating segments | operating_segments | 2 | ||||
Segment Reporting Information [Line Items] | |||||
Net Sales | $ 7,040 | $ 6,764 | $ 13,553 | $ 13,015 | |
Gross Profit | 2,872 | 2,393 | 5,846 | 4,887 | |
Net Loss before Taxes | (3,233) | (3,901) | (6,228) | (7,572) | |
Income Tax Expense (Benefit) | 42 | (8) | 88 | 497 | |
NET LOSS | (3,275) | (3,893) | (6,316) | (8,069) | $ (13,942) |
Depreciation/Amortization | 558 | 488 | 1,111 | 981 | |
Interest Expense, net | 186 | 146 | 376 | 328 | |
Total Assets | 31,409 | 31,091 | $ 31,409 | 31,091 | $ 30,006 |
Percent of revenue from countries not separately disclosed (more than) | 5.00% | ||||
United States | |||||
Segment Reporting Information [Line Items] | |||||
Net Sales | $ 5,897 | 4,870 | $ 11,405 | 9,633 | |
Long-lived asset percentage held in a specific location | 99.00% | 99.00% | |||
Italy | |||||
Segment Reporting Information [Line Items] | |||||
Net Sales | $ 193 | 337 | $ 370 | 722 | |
All Other Countries | |||||
Segment Reporting Information [Line Items] | |||||
Net Sales | 950 | 1,557 | 1,778 | 2,660 | |
Operating Segments | Laboratory Services | |||||
Segment Reporting Information [Line Items] | |||||
Net Sales | 4,839 | 3,843 | 9,710 | 7,531 | |
Gross Profit | 2,634 | 1,490 | 5,330 | 3,122 | |
Net Loss before Taxes | (2,167) | (3,277) | (4,277) | (6,261) | |
Income Tax Expense (Benefit) | 40 | 40 | 81 | 549 | |
NET LOSS | (2,207) | (3,317) | (4,358) | (6,810) | |
Depreciation/Amortization | 517 | 438 | 1,024 | 878 | |
Interest Expense, net | 131 | 83 | 273 | 190 | |
Total Assets | 25,870 | 23,370 | 25,870 | 23,370 | |
Operating Segments | Genetic Assays and Platforms | |||||
Segment Reporting Information [Line Items] | |||||
Net Sales | 2,201 | 2,921 | 3,843 | 5,484 | |
Gross Profit | 238 | 903 | 516 | 1,765 | |
Net Loss before Taxes | (1,066) | (624) | (1,951) | (1,311) | |
Income Tax Expense (Benefit) | 2 | (48) | 7 | (52) | |
NET LOSS | (1,068) | (576) | (1,958) | (1,259) | |
Depreciation/Amortization | 41 | 50 | 87 | 103 | |
Interest Expense, net | 55 | 63 | 103 | 138 | |
Total Assets | $ 5,539 | $ 7,721 | $ 5,539 | $ 7,721 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) | Aug. 10, 2015 | Jul. 07, 2015 | Jun. 30, 2015 | Feb. 27, 2015 | Jan. 15, 2015 | Dec. 31, 2014 | Oct. 22, 2014 | Oct. 21, 2014 | Jan. 24, 2013 |
Subsequent Event [Line Items] | |||||||||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | |||||||
Sale price per share (in dollars per share) | $ 1.67 | ||||||||
Number of shares that can be purchased | 1,881,396 | 1,483,161 | 1,387,685 | 1,309,785 | 1,212,665 | ||||
Warrants, exercise price (in dollars per share) | $ 7.56 | $ 9.59 | $ 10.25 | $ 10.86 | $ 11.73 | ||||
Line of Credit | Revolving Credit Facility | |||||||||
Subsequent Event [Line Items] | |||||||||
Line of credit facility, current borrowing capacity | $ 3,000,000 | $ 3,000,000 | $ 4,000,000 | ||||||
Maximum | |||||||||
Subsequent Event [Line Items] | |||||||||
Number of shares that can be purchased | 1,097,600 | ||||||||
Warrants, exercise price (in dollars per share) | $ 15 | ||||||||
Subsequent Event | |||||||||
Subsequent Event [Line Items] | |||||||||
Number of shares sold | 1,500,000 | ||||||||
Common stock, par value (in dollars per share) | $ 0.01 | ||||||||
Sale price per share (in dollars per share) | 1.42 | ||||||||
Warrants, exercise price (in dollars per share) | $ 1.66 | ||||||||
Warrants term | 5 years | ||||||||
Proceeds from issuance of common stock and warrants | $ 3,000,000 | ||||||||
Payments of stock issuance costs | $ 212,783 | ||||||||
Payments of stock issuance costs, percentage of gross offering proceeds | 7.00% | ||||||||
Payments of stock issuance costs, warrant right to purchase common stock shares | 107,033 | ||||||||
Stock issuance costs, reimbursable expenses | $ 50,000 | ||||||||
Subsequent Event | Line of Credit | Revolving Credit Facility | |||||||||
Subsequent Event [Line Items] | |||||||||
Payment to lenders to support the amount advanced | $ 700,000 | ||||||||
Subsequent Event | Series B Warrants | |||||||||
Subsequent Event [Line Items] | |||||||||
Sale price per share (in dollars per share) | $ 1.42 | ||||||||
Warrants, exercise price (in dollars per share) | $ 0.01 | ||||||||
Warrants term | 5 years 6 months | ||||||||
Subsequent Event | Series B Warrants | Maximum | |||||||||
Subsequent Event [Line Items] | |||||||||
Number of shares that can be purchased | 700,000 | ||||||||
Subsequent Event | Warrants | |||||||||
Subsequent Event [Line Items] | |||||||||
Warrants, exercise price (in dollars per share) | $ 1.66 | ||||||||
Subsequent Event | Warrants | Maximum | |||||||||
Subsequent Event [Line Items] | |||||||||
Number of shares that can be purchased | 1,200,000 | ||||||||
Subsequent Event | Series A Warrants | |||||||||
Subsequent Event [Line Items] | |||||||||
Warrants term | 5 years 6 months | ||||||||
Warrants, period exercisable | 6 months |