DOCUMENT AND ENTITY INFORMATION
DOCUMENT AND ENTITY INFORMATION - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Mar. 31, 2016 | Jun. 30, 2015 | |
Entity Information [Line Items] | |||
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-K | ||
Document Period End Date | Dec. 31, 2015 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Common Stock, Shares Outstanding | 20,695,870 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 19.3 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | |
CURRENT ASSETS: | |||
Cash and cash equivalents | $ 444 | $ 1,609 | |
Accounts receivable, net | 264 | 466 | |
Inventories, net | 50 | 0 | |
Other current assets | 537 | 385 | |
Assets held for sale | 1,987 | 26,106 | |
Total current assets | 3,282 | 28,566 | |
PROPERTY AND EQUIPMENT: | |||
Equipment | 5,593 | 5,599 | |
Furniture, fixtures & leasehold improvements | 1,565 | 1,566 | |
Property, plant and equipment, gross | 7,158 | 7,165 | |
Less: accumulated depreciation | (6,899) | (6,680) | |
Property, plant and equipment, net | 259 | 485 | |
OTHER ASSETS: | |||
Intangibles, net | 1,170 | 751 | |
Other assets | 105 | 204 | |
Assets | 4,816 | 30,006 | |
CURRENT LIABILITIES: | |||
Current maturities of long term debt | 7,596 | 462 | |
Accounts payable | 3,781 | 3,898 | |
Accrued compensation | 321 | 377 | |
Accrued expenses | 3,734 | 2,045 | |
Deferred revenue | 217 | 298 | |
Other current liabilities | 1,068 | 1,068 | |
Liabilities held for sale | 264 | 3,838 | |
Total current liabilities | 16,981 | 11,986 | |
LONG TERM LIABILITIES: | |||
Long term debt less current maturities | 0 | 7,375 | |
Common stock warrant liability | 350 | 145 | |
Other long-term liabilities | 305 | 817 | |
Accrued preferred stock dividend | 0 | 3,130 | |
Total liabilities | 17,636 | 23,453 | |
STOCKHOLDERS’ (DEFICIT) EQUITY: | |||
Preferred stock, $.01 par value, 15,000,000 shares authorized, 4,029,502 shares issued and outstanding | 40 | 40 | |
Common stock, $.01 par value, 150,000,000 shares authorized, 13,915,691 and 8,084,471 shares issued and outstanding, respectively | [1] | 139 | 81 |
Additional paid-in capital | [1] | 200,403 | 189,680 |
Accumulated other comprehensive income | 10 | 340 | |
Accumulated deficit | (213,412) | (183,588) | |
Total stockholders’ (deficit) equity | (12,820) | 6,553 | |
Liabilities and equity | $ 4,816 | $ 30,006 | |
[1] | The common stock shares and additional paid-in capital for all periods presented reflect the one-for-twelve reverse stock split which took effect on January 27, 2014. |
CONSOLIDATED BALANCE SHEETS PAR
CONSOLIDATED BALANCE SHEETS PARENTHETICALS | Dec. 31, 2015$ / sharesshares | Dec. 31, 2014$ / sharesshares | |
STOCKHOLDERS’ (DEFICIT) EQUITY: | |||
Preferred stock, par value (in usd 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 usd per share) | $ / shares | [1] | $ 0.01 | $ 0.01 |
Common stock, shares authorized | [1] | 150,000,000 | 100,000,000 |
Common stock, shares issued | [1] | 13,915,691 | 8,084,471 |
Common stock, shares outstanding | [1] | 13,915,691 | 8,084,471 |
[1] | The common stock shares and additional paid-in capital for all periods presented reflect the one-for-twelve reverse stock split which took effect on January 27, 2014. |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | ||
NET SALES | $ 1,653 | $ 1,240 | |
COST OF GOODS SOLD | 1,940 | 2,175 | |
Gross profit | (287) | (935) | |
OPERATING EXPENSES: | |||
Selling, general and administrative | 7,055 | 7,385 | |
Research and development | 1,853 | 2,249 | |
Operating Expenses | 8,908 | 9,634 | |
OPERATING LOSS FROM CONTINUING OPERATIONS | (9,195) | (10,569) | |
OTHER INCOME (EXPENSE): | |||
Interest expense, net | (724) | (665) | |
Warrant revaluation | (205) | 455 | |
Other, net | (14) | 0 | |
Other Income (Expense) | (943) | (210) | |
LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES | (10,138) | (10,779) | |
INCOME TAX EXPENSE (BENEFIT) | 0 | 0 | |
LOSS FROM CONTINUING OPERATIONS | (10,138) | (10,779) | |
LOSS FROM DISCONTINUED OPERATIONS, NET OF TAXES | (22,816) | (3,163) | |
NET LOSS | (32,954) | (13,942) | |
PREFERRED STOCK DIVIDENDS | (1,324) | (1,144) | |
NET LOSS AVAILABLE TO COMMON STOCKHOLDERS | $ (34,278) | $ (15,086) | |
BASIC AND DILUTED LOSS PER COMMON SHARE (IN USD PER SHARE) | [1] | $ (2.78) | $ (2.01) |
BASIC AND DILUTED WEIGHTED AVERAGE SHARES OF COMMON STOCK OUTSTANDING | [1] | 12,321,739 | 7,493,844 |
Included in continuing operations | |||
OTHER INCOME (EXPENSE): | |||
NET LOSS AVAILABLE TO COMMON STOCKHOLDERS | $ (11,462) | $ (11,923) | |
BASIC AND DILUTED LOSS PER COMMON SHARE (IN USD PER SHARE) | [1] | $ (0.93) | $ (1.59) |
Included in assets held for sale | |||
OTHER INCOME (EXPENSE): | |||
NET LOSS AVAILABLE TO COMMON STOCKHOLDERS | $ (22,816) | $ (3,163) | |
BASIC AND DILUTED LOSS PER COMMON SHARE (IN USD PER SHARE) | [1] | $ (1.85) | $ (0.42) |
[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 which took effect on January 27, 2014. |
CONSOLIDATED STATEMENTS OF OPE5
CONSOLIDATED STATEMENTS OF OPERATIONS PARENTHETICALS | Jan. 27, 2014 |
Income Statement [Abstract] | |
Common stock reverse stock split, conversion ratio | 0.0833 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Statement of Comprehensive Income [Abstract] | ||
Net Loss | $ (32,954) | $ (13,942) |
Other Comprehensive Loss; foreign currency translation adjustment | (330) | (50) |
Comprehensive Loss | $ (33,284) | $ (13,992) |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) $ in Thousands | Total | Preferred Stock | Common Stock | Additional Paid-in Capital | [1] | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) | ||
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) | |||||||
Non-cash stock-based compensation | 977 | 977 | |||||||
Private placement, net, shares | [1] | 730,776 | |||||||
Private placement, net | 2,361 | $ 8 | [1] | 2,353 | |||||
Preferred stock agreement | 6,905 | 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 | (32,954) | (32,954) | |||||||
Foreign currency translation adjustment | (330) | (330) | |||||||
Non-cash stock-based compensation | 644 | 644 | |||||||
Private placement, net, shares | [1] | 5,047,411 | |||||||
Private placement, net | 8,970 | $ 50 | [1] | 8,920 | |||||
Preferred stock agreement, shares | 1,443,297 | ||||||||
Preferred stock agreement | $ 14 | ||||||||
Conversion of convertible promissory notes, shares | [1] | 783,809 | |||||||
Conversion of convertible promissory notes | 1,167 | $ 8 | [1] | 1,159 | |||||
Reversal of dividends on preferred stock | 3,130 | 3,130 | |||||||
Balance, shares at Dec. 31, 2015 | 4,029,502 | 13,915,691 | [1] | ||||||
Balance at Dec. 31, 2015 | $ (12,820) | $ 40 | $ 139 | [1] | $ 200,403 | $ (213,412) | $ 10 | ||
[1] | The common stock shares and additional paid-in capital for all periods presented reflect the one-for-twelve reverse stock split which took effect on January 27, 2014. |
CONSOLIDATED STATEMENTS OF STO8
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY PARENTHETICALS | Jan. 27, 2014 |
Statement of Stockholders' Equity [Abstract] | |
Common stock reverse stock split, conversion ratio | 0.0833 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
CASH FLOWS USED IN OPERATING ACTIVITIES: | ||
NET LOSS | $ (32,954) | $ (13,942) |
Less loss from discontinued operations, net of tax | (22,816) | (3,163) |
Loss from continuing operations | (10,138) | (10,779) |
Adjustments to reconcile net loss to net cash flows used in operating activities: | ||
Depreciation and amortization | 489 | 569 |
Non-cash, stock based compensation | 611 | 939 |
Provision for losses on doubtful accounts | 67 | 3 |
Provision | 63 | 0 |
Warrant revaluation | 205 | (455) |
Loss on disposal of fixed assets | 14 | 0 |
Deferred interest | 70 | 330 |
Changes in operating assets and liabilities, net of acquisitions: | ||
Accounts receivable | 133 | (183) |
Inventories | (113) | 0 |
Prepaid expenses and other current assets | (663) | 357 |
Accounts payable | (365) | 1,799 |
Accrued expenses and other liabilities | 1,773 | 1,251 |
Net cash used in continuing operations | (7,854) | (6,169) |
Net cash used in discontinued operations | (4,524) | (7,533) |
Net cash used in operating activities | (12,378) | (13,702) |
CASH FLOWS PROVIDED BY (USED IN) INVESTING ACTIVITIES: | ||
Purchase of property and equipment | (204) | (130) |
Change in other assets | (219) | (45) |
Net cash used in investing activities, continuing operations | (423) | (175) |
Net cash provided by investing activities, discontinued operations | 2,210 | 3,800 |
Net cash used in investing activities, continuing operations | 1,787 | 3,625 |
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES: | ||
Proceeds from note payable | 923 | 7,190 |
Principal payments on capital lease obligations | (35) | (144) |
Issuance of preferred stock, net | 0 | 9,266 |
Issuance of common stock and related warrants, net | 8,977 | 0 |
Principal payments on note payable | (874) | (6,242) |
Net cash flows provided by financing activities | 8,991 | 10,070 |
EFFECT OF FOREIGN CURRENCY EXCHANGE RATE CHANGES ON CASH, discontinued operations | 435 | (10) |
NET CHANGE IN CASH AND CASH EQUIVALENTS | (1,165) | (17) |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 1,609 | 1,626 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | 444 | 1,609 |
Cash paid during the period for: | ||
Interest | 493 | 229 |
SUPPLEMENTAL DISCLOSURE OF NON-CASH INFORMATION | ||
Note payable converted to Equity | $ 1,012 | $ 0 |
BUSINESS DESCRIPTION
BUSINESS DESCRIPTION | 12 Months Ended |
Dec. 31, 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 biotechnology company advancing personalized medicine for the detection and treatment of cancer and inherited diseases through our proprietary molecular technologies and clinical and research services. A key goal is to bring our Multiplexed ICE COLD-PCR (“MX-ICP”) product to the clinical market through strategic partnerships and 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 technology proprietary to Transgenomic. It is a reagent that improves the ability to detect genetic mutations. 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 or wild-type DNA, several benefits are provided. Historically, our operations were organized and reviewed by management along our major product lines and presented in two business segments: Laboratory Services and Genetic Assays and Platforms. Beginning with the quarter ended September 30, 2015, our operations are now organized as one business segment, our Laboratory Services segment, and during the fourth quarter of 2015, we began including a portion of our Laboratory Services segment as discontinued operations. Our current Laboratory Services business consists of our laboratory in Omaha, Nebraska, which is focused on providing genetic analytical services related to Oncology and pharmacogenomics research services supporting Phase II and Phase III clinical trials conducted by pharmaceutical and biotechnology companies. Our laboratory employs a variety of genomic testing service technologies, including our proprietary MX-ICP technology. Our laboratory in Omaha is certified under the Clinical Laboratory Improvement Amendment (“CLIA”) as a high complexity laboratory and is accredited by the College of American Pathologists. Our consolidated balance sheets, statements of operations and statements of cash flows for all periods presented reflect our former Genetic Assays and Platforms activities and Patient Testing business as discontinued operations (See Note 3 - “Discontinued Operations”). Going Concern The consolidated financial statements have been prepared using accounting principles generally accepted in the United States of America applicable for a going concern which assumes that the Company will realize its assets and discharge its liabilities in the ordinary course of business. The Company has incurred substantial operating losses and has used cash in its operating activities for the past few years. As of December 31, 2015, the Company had negative working capital of approximately $13.7 million . During the first quarter of 2016, the Company received net proceeds of approximately $2.0 million from the issuance of preferred stock and common stock warrants. Including the recent financing, the Company’s ability to continue as a going concern is dependent upon a combination of generating additional revenue, improving cash collections, potentially selling underutilized assets and/or product lines related to discontinued operations and, if needed, raising necessary financing to meet its obligations and pay its 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 the Company will be able to continue as a going concern. These consolidated financial statements do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary should the Company be unable to continue as a going concern. The Company cannot be certain that additional financing will be available on acceptable terms, or at all, and its failure to raise capital when needed could limit its ability to continue its operations. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation. The consolidated financial statements include the accounts of Transgenomic, Inc. and its wholly owned subsidiary. All inter-company balances and transactions have been eliminated in consolidation. Risks and Uncertainties. Certain risks and uncertainties are inherent in the Company’s our day-to-day operations and to the process of preparing our financial statements. The more significant of those risks are presented below and throughout the notes to the financial statements. Use of Estimates. The preparation of 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. The key estimates included in the consolidated financial statements include stock option valuations, goodwill and intangible valuations, accounts receivable and inventory valuations, warrant valuations and contractual allowances. Actual results could differ from the estimates and assumptions used in preparing these consolidated financial statements. Basis of Presentation. The accompanying consolidated financial statements are presented in conformity with U.S. generally accepted accounting principles (“GAAP”). All amounts are presented in U.S. Dollars (“$”).Supplemental cash flows from discontinued operations are presented in Note 3 to the consolidated financial statements “Discontinued Operations.” The Company has evaluated events occurring subsequent to December 31, 2015 for potential recognition or disclosure in the consolidated financial statements and concluded there were no subsequent events that required recognition or disclosure other than those provided in Note 15 “Subsequent Events”. On January 15, 2014, the Board of Directors of the Company approved a reverse split of the Company’s 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 consolidated financial statements have, where applicable, been adjusted retroactively to reflect this reverse stock split. Fair Value. Unless otherwise specified, book value approximates fair market value. The Company’s Level 1 financial instruments include cash and cash equivalents. The Company’s Level 3 financial instruments include the common stock warrant liability, preferred stock warrant liability and conversion feature, and debt. Due to its variable interest component, debt approximates fair value. The common stock warrant liability and Series A Convertible Preferred Stock (“Series A Preferred Stock”) warrant liability and conversion feature are recorded at fair value. See Note 13 “Fair Value”. Cash and Cash Equivalents and Other Current Assets. Cash and cash equivalents include cash and investments with original maturities at the date of acquisition of three months or less. Such investments presently consist of temporary overnight investments. Other current assets as of December 31, 2015 of $0.5 million includes prepaids of $0.2 million , unbilled receivables of $0.1 million and other receivables of $0.2 million . 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 December 31, 2015 . Accounts Receivable. The following is a summary of activity for the allowance for doubtful accounts from continuing operations during the years ended December 31, 2015 and 2014 : Dollars in Thousands Beginning Balance Provision Write Offs Ending Balance Twelve months ended December 31, 2015 $ 20 $ 67 $ — $ 87 Twelve months ended December 31, 2014 $ 17 $ 3 $ — $ 20 While payment terms are generally 30 days , we have also provided extended payment terms of up to 90 days in certain cases. We operate globally and some of the international payment terms can 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 and slow moving 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. We write down slow-moving and obsolete inventory by the difference between the value of the inventory and our estimate of the reduced value based on potential future uses, the likelihood that overstocked inventory will be sold and the expected selling prices of the inventory. If our ability to realize value on slow-moving or obsolete inventory is less favorable than assumed, additional write-downs of the inventory may be required. The following is a summary of activity for the allowance for obsolete inventory during the years ended December 31, 2015 and 2014 : Dollars in Thousands Beginning Balance Provision Write Offs Ending Balance Twelve months ended December 31, 2015 $ — $ 63 $ — $ 63 Twelve months ended December 31, 2014 $ — $ — $ — $ — 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. Depreciation is computed by 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 during the years ended December 31, 2015 and 2014 was $0.2 million and $0.3 million , respectively. Included in depreciation for each of the years ended December 31, 2015 and 2014 was $0.1 million related to equipment acquired under capital leases. We test our property and equipment for impairment when factors are present that indicate the carrying value of an asset (group) may not be recoverable. As part of our review for impairment of long-lived assets at September 30, 2015, we recorded an impairment charge of approximately $0.8 million related to property and equipment during the three months ended September 30, 2015. See Note 5 - “Intangibles Assets and Other Assets” for further discussion regarding the impairment of our long-lived assets. Goodwill and Intangible Assets. Intangible assets include intellectual property, patents and acquired products. 1. Intellectual Property. Initial costs paid to license intellectual property from independent third parties are capitalized and amortized using the straight-line method over the license period. Ongoing royalties related to such licenses are expensed as incurred. 2. Patents. We capitalize legal costs, filing fees and other expenses associated with obtaining patents on new discoveries and amortize these costs using the straight-line method over the shorter of the legal life of the patent or its economic life beginning on the date the patent is issued. 3. Acquired Products. As part of the FAMILION acquisition and acquisition of certain intangible assets from Axial, the Company acquired technology, in process technology, trademarks/tradenames, customer relationships, covenants not to compete and third party relationships. These costs will be amortized pursuant to the straight-line method over their estimated economic life of seven to fifteen years. See Footnote 5 “Intangible Assets and Other Assets”. Goodwill is tested for impairment annually. We perform this impairment analysis during the fourth quarter of each year or whenever events indicate that the carrying amount of goodwill may not be recoverable. We test our intangible assets for impairment when factors are present that indicate the carrying value of an intangible asset (group) may not be recoverable. Impairment occurs when the carrying value is determined to be not recoverable, thereby causing the carrying value of the goodwill or intangible asset (group) to exceed its fair value. If impaired, the asset’s carrying value is reduced to its fair value. We performed an interim testing of impairment of goodwill and long-lived assets as of September 30, 2015, due to the significant decline in the market price of our stock. As a result of this testing, we recorded impairment charges of $6.2 million related to our long-lived assets during the three months ended September 30, 2015 but determined that no impairment of goodwill was needed to be recorded. See Note 5 - “Intangibles and Other Assets” for further discussion regarding the impairment of our long-lived assets. During the fourth quarter of 2015, it was concluded that our Patient Testing business, which met the criteria to be classified as held for sale and reported as discontinued operations as of December 31, 2015, was impaired due to continued declines in financial performance and due to the fact that the likelihood of recoverability of the Patient Testing goodwill through sale of the Patient Testing business was remote. As a result we determined that the goodwill related to the Patient Testing business was impaired as of December 31, 2015. Goodwill impairment charges of $6.9 million were recorded during the three months ended December 31, 2015. The goodwill and impairment charges are included in the results of our discontinued operations. See Note 3 - “Discontinued Operations” for further discussion regarding the results of discontinued operations. Common Stock Warrants. Our issued and outstanding 2012 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 3 financial instrument. See Note 13 - “Fair Value”. Stock Based Compensation. All stock-based awards to date have exercise prices equal to the market price of our common stock on the date of grant and have ten -year contractual terms. Unvested options as of December 31, 2015 had vesting periods of one or three years from the date of grant. None of the stock options outstanding at December 31, 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, including stock options. Compensation expense, net of estimated forfeitures, 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. Income Taxes. Deferred tax assets and liabilities are determined based on the differences between the financial reporting and tax basis of assets and liabilities at each balance sheet date using tax rates expected to be in effect in the year the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent that it is more likely than not that they will not be realized. Our policy is to record interest and penalties directly related to income taxes as income tax expense in the Consolidated Statements of Operations. 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. In our Biomarker Identification laboratory, we perform 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 December 31, 2015 and 2014 , deferred net sales associated with pharmacogenomics research projects, included in the balance sheet in deferred revenue, was $0.1 million and $0.3 million , respectively. Net sales from Patient Testing laboratories are recognized on an individual test basis and take 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 payers, are reflected in the estimated contractual allowance applied prospectively. In the fourth quarter of 2015, we adjusted our contractual allowance rates to better reflect the reimbursement level we expect to achieve on Patient Testing billings. The adjustment negatively impacted our fourth quarter of 2015 Patient Testing revenues. Our Patient Testing revenues are reported as part of discontinued operations (See Note 3 - “Discontinued Operations”). Net sales of Genetic Assays and Platforms products, reported as discontinued operations (See Note 3 - “Discontinued Operations”) 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, is 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. Taxes collected from customers and remitted to government agencies for specific net sales producing transactions are recorded net with no effect on the income statement. Research and Development. Research and development and various collaboration costs are charged to expense when incurred. Translation of Foreign Currency. Our foreign subsidiary, which is included within discontinued operations uses 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 translation loss of $0.3 million and $0.1 million is reported in other comprehensive income on the accompanying consolidated statements of comprehensive loss as December 31, 2015 and 2014 , respectively. Loss Per Share. Basic loss per share is calculated based on the weighted-average number of shares of common stock 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, as long as the effect is not anti-dilutive. Options, warrants and conversion rights pertaining to 9,963,886 and 6,613,572 shares of our common stock have been excluded from the computation of diluted earnings per share at December 31, 2015 and 2014 , respectively. The options, warrants and conversion rights that were exercisable in 2015 and 2014 were not included because the effect would be anti-dilutive due to the net loss. Recently Issued 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 financial condition, results of operations or cash flows. In February 2016, the FASB issued an ASU, “Leases”. The new standard amends the recognition of lease assets and lease liabilities by lessees for those leases currently classified as operating leases and amends disclosure requirements associated with leasing arrangements. The new standard is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2018. Early adoption is permitted. The new standard must be adopted using a modified retrospective transition, and provides for certain practical expedients. Transition will require application of the new guidance at the beginning of the earliest comparative period presented. We are currently assessing the impact of the adoption of this ASU will have on our consolidated financial statements. |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 12 Months Ended |
Dec. 31, 2015 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISCONTINUED OPERATIONS | DISCONTINUED OPERATIONS On September 8, 2015, we entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with Edge BioSystems, Inc. (“Buyer”), pursuant to which we agreed to sell to Buyer, and Buyer agreed to purchase from us, our manufacturing, marketing and selling of high quality polymer and silica based beads and resin and chromatography columns business (collectively, the “Columns Business”). The Columns Business was part of our former segment, Genetic Assays and Platforms. Pursuant to the Asset Purchase Agreement, Buyer acquired substantially all of the assets used solely in connection with the Columns Business and assumed certain liabilities of the Columns Business for a total cash purchase price of approximately $2.1 million (the “Asset Sale”), which was paid on September 8, 2015 upon the closing of the Asset Sale. During the year ended December 31, 2015, we recorded a gain on the sale of the Columns Business of $1.5 million . On November 25, 2015, we entered into an Asset Purchase Agreement (the “Purchase Agreement”) with ADSTEC Corporation (“ADSTEC”) and ADS Biotec Inc., a wholly-owned subsidiary of ADSTEC (“Buyer”), pursuant to which we sold (1) to ADSTEC our facilities located in Glasgow, Scotland and on Irvington Road in Omaha, Nebraska (together, the “Facilities”) and all of our stock, inventory and raw materials located at the Facilities (collectively, the “Inventory”), and (2) to Buyer (a) all of the remaining assets relating to our Genetic Assays and Platforms business segment (the “Business”), other than the Inventory (the “Purchased Assets”), and (b) all of the ordinary shares of Transgenomic Limited, a wholly-owned subsidiary of ours (the “Shares”). The Purchase Agreement superseded the binding term sheet between us and ADSTEC, effective as of September 30, 2015, as disclosed in our Current Report on Form 8-K filed with the Securities and Exchange Commission on September 30, 2015 (the “Term Sheet”). Pursuant to the Purchase Agreement, ADSTEC and Buyer acquired the Facilities, the Inventory, the Purchased Assets and the Shares for an aggregate purchase price of approximately $300,000 , and Buyer assumed our financial and human resources commitments related to the Business (the “Transaction”). During the year ended December 31, 2015, we recorded a loss on the Transaction of $1.7 million . Together, the Asset Sale and the Transaction represent the divestiture of our Genetic Assays and Platforms business resulting in a strategic shift that will have a major effect on our operations and financial results. Therefore, the divested operations of our Genetic Assays and Platforms business meet the criteria to be reported as discontinued operations. During the fourth quarter of 2015, our Board of Directors took actions to begin the process of divesting our Patient Testing business in New Haven, Connecticut. In March of 2016, we announced that we had suspended testing services in our Patient Testing laboratory as we review and evaluate various strategic alternatives for that business. As a result of these actions, as of December 31, 2015, our Patient Testing business meets the criteria to be reported as discontinued operations. The related assets, liabilities, results of operations and cash flows for both the Genetic Assays and Platforms business and Patient Testing business are classified as assets held for sale, liabilities held for sale and discontinued operations for all periods presented. Results of the discontinued operations consisted of the following: Years ended December 31, (in thousands) 2015 2014 Net sales $ 18,584 $ 25,843 Cost of goods sold 12,287 15,187 Gross profit 6,297 10,656 Selling, general and administrative expense 15,187 16,761 Research and development expense 408 648 Impairment of long-lived assets 13,942 — Operating loss from discontinued operations (23,240 ) (6,753 ) (Loss) gain on sale of business (224 ) 4,114 Loss from discontinued operations before income taxes (23,464 ) (2,639 ) Income tax (benefit) expense (648 ) 524 Loss from discontinued operations $ (22,816 ) $ (3,163 ) The $0.2 million of loss on sale of business for the year ended December 31, 2015 includes a $1.5 million gain on the Asset Sales in the third quarter of 2015 and a $1.7 million loss on the Transaction in the fourth quarter of 2015. The $4.1 million of gain on sale of business for the year ended December 31, 2014 is a result of the sale of our Surveyor technology, which was reported within the prior period Genetic Assays and Platforms segment results, in July 2014. We anticipate that we will complete the divestiture of the Patient Testing business during the first half of 2016. Assets and liabilities of the discontinued operations are classified as assets held for sale and liabilities held for sale in the consolidated balance sheets and consisted of the following: Dollars in Thousands December 31, December 31, ASSETS Accounts receivable, net $ 1,905 $ 7,161 Inventory, net — 3,005 Other current assets 82 806 Total current assets 1,987 10,972 Property and equipment, net — 997 Goodwill and intangible assets — 14,131 Other assets — 6 Total Assets $ 1,987 $ 26,106 LIABILITIES Accounts payable $ — $ 973 Accrued compensation 264 752 Accrued expenses — 505 Deferred revenue — 737 Total current liabilities 264 2,967 Other liabilities — 871 Total Liabilities $ 264 $ 3,838 The following is a summary of activity for the allowance for doubtful accounts from discontinued operations during the years ended December 31, 2015 and 2014. The allowance for doubtful accounts from discontinued operations are included in the assets held for sale in the consolidated balance sheets. Dollars in Thousands Beginning Balance Provision Write Offs Ending Balance Twelve months ended December 31, 2015 $ 7,927 $ 9,447 $ (2,710 ) $ 14,664 Twelve months ended December 31, 2014 $ 3,821 $ 6,116 $ (2,010 ) $ 7,927 |
INVENTORIES
INVENTORIES | 12 Months Ended |
Dec. 31, 2015 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | INVENTORIES Inventories (net of allowance for slow moving and obsolescence) consisted of the following: Dollars in Thousands December 31, December 31, Finished goods $ — $ — Raw materials and work in process 113 — Demonstration inventory — — $ 113 $ — Less allowances (63 ) — Total $ 50 $ — |
INTANGIBLE ASSETS AND OTHER ASS
INTANGIBLE ASSETS AND OTHER ASSETS | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS AND OTHER ASSETS | INTANGIBLE ASSETS AND OTHER ASSETS We review our amortizable long-lived assets for impairment annually or whenever events indicate that the carrying amount of the asset (group) may not be recoverable. An impairment loss may be needed if the sum of the future undiscounted cash flows is less than the carrying amount of the asset (group). The amount of the loss would be determined by comparing the fair market value of the asset to the carrying amount of the asset (group). We performed an impairment test as of September 30, 2015 due to the significant decline in the market price of our stock. As a result of this testing, we recorded impairment charges related to our long-lived assets of approximately $7.0 million during the three months ended September 30, 2015. The impairment charges include $0.8 million related to property and equipment and $6.2 million related to amortizable intangibles (see table below). Long-lived intangible assets and other assets consisted of the following: Dollars in Thousands December 31, 2015 Cost Accumulated Amortization Impairment Charge Net Book Value Acquired technology $ 9,009 $ 4,611 $ 4,398 $ — Assay royalties 1,434 973 461 — Third party payor relationships 367 116 251 — Tradenames and trademarks 824 439 385 — Customer relationships 652 130 522 — Covenants not to compete 184 184 — — Patents 980 126 148 706 Intellectual property 671 207 — 464 $ 14,121 $ 6,786 $ 6,165 $ 1,170 Dollars in Thousands December 31, 2014 Cost Accumulated Amortization Net Book Value Included in assets held for sale Included in continuing operations Acquired technology $ 9,009 $ 3,995 $ 5,014 $ 5,014 $ — Assay royalties 1,434 819 615 615 — Third party payor relationships 367 98 269 269 — Tradenames and trademarks 824 351 473 473 — Customer relationships 652 98 554 554 — Covenants not to compete 184 138 46 46 — Patents 815 87 728 157 571 Intellectual property 266 86 180 — 180 $ 13,551 $ 5,672 $ 7,879 $ 7,128 $ 751 Estimated Useful Life Acquired 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 Amortization expense for intangible assets was $0.1 million and $0.1 million during the years ended December 31, 2015 and 2014 . Amortization expense for intangible assets for each of the five succeeding fiscal years is expected to be $0.2 million , $0.1 million , $0.1 million , $0.1 million and $0.1 million for the years ended December 31, 2016, 2017, 2018 2019 and 2020, respectively. Other assets include U.S. security deposits and deferred tax assets, net of applicable valuation allowances. |
DEBT
DEBT | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT Dollars in Thousands Year Ended December 31, 2015 2014 Revolving Line (1) $ 3,025 $ 3,000 Term Loan (2) 4,000 4,087 Convertible Promissory Note (3) 571 750 Total debt 7,596 7,837 Current portion of long term debt (7,596 ) (462 ) Long term debt, net of current maturities $ — $ 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 6.50% . 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 November 1, 2017. (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 were not be obligated to make monthly payments of principal to the Lenders until April 1, 2016. Pursuant to the Eighth Amendment of the Loan Agreement, the maturity date of the Loan Agreement was extended until November 1, 2017 and no principal payments on the Term Loan are due until such date. 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 Loan Agreement, we are required to maintain a minimum liquidity ratio and achieve a minimum amount of revenue, and we also agreed not to (i) pledge or otherwise encumber our assets other than to the Lenders, (ii) enter into additional borrowings or guarantees, (iii) repurchase our capital stock, or (iv) 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. As of December 31, 2015, the Company was not in compliance with all financial covenants of the Loan Agreement, as amended by the Eighth Amendment. As such, all debt has been classified as current at December 31, 2015. 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 and would increase the applicable interest rate under the Revolving Line or Term Loan (or both) by 5% , and permit the Lenders to exercise remedies with respect to the collateral under the Loan Agreement. (3) Convertible Promissory Notes. The Notes accrues interest at a rate of 6% per year and mature on December 31, 2016. 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, a related party, (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 covenant 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, (a) the Lenders waived specified events of default under the terms of the Loan Agreement, (b) commencing April 1, 2015, we began making monthly interest payments with respect to the Term Loan to the Lenders, (c) we will not be obligated to make monthly payments of principal under the Term Loan to the Lenders until April 1, 2016, (d) 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 (e) 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. On September 4, 2015, we entered into a seventh amendment to the Loan Agreement (the “Seventh Amendment”). The Seventh Amendment, among other things, (a) provided that the Lenders waived specified events of default under the terms of the Loan Agreement, (b) reduced our future minimum revenue covenants under the Loan Agreement, (c) reduced our borrowing availability under the Revolving Line to approximately $2.3 million and (d) limited our borrowing base under the Loan Agreement to the amount of the Revolving Line. On January 6, 2016, we entered into an eighth amendment to the Loan Amendment (the “Eighth Amendment”). The Eighth Amendment, among other things, (1) provides that the Lenders will waive specified events of default under the terms of the Loan Agreement, (2) reduces our future minimum revenue covenants under the Loan Agreement, (3) extends the maturity date of the Loan Agreement until November 1, 2017, and (4) provides for the repayment of an overadvance of $750,000 previously provided by the Lenders to us pursuant to the Loan Agreement. During the first quarter of 2016, the overadvance that existed at December 31, 2015 was repaid to the Lenders and $0.2 million was received from certain of the Lenders and another lender affiliate in connection with the equity offering made on January 6, 2015. 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 accrued at a rate of 6% per year and the Initial note was set to mature on December 31, 2016. Under the Note, the outstanding principal and unpaid interest accrued was 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 was 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 was 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. 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 December 31, 2015, $400,000 of the aggregate principal amount of the Additional Notes, and accrued interest thereon, has been converted into an aggregate of 281,023 shares of our common stock. The aggregate minimum principal maturities of the debt for the following fiscal years are as follows (dollars in thousands): 2016 $ 7,596 Total $ 7,596 |
CAPITAL LEASES
CAPITAL LEASES | 12 Months Ended |
Dec. 31, 2015 | |
Leases [Abstract] | |
CAPITAL LEASES | CAPITAL LEASES The following is an analysis of the property acquired under capital leases. Dollars in Thousands Asset Balances at Classes of Property December 31, December 31, Equipment $ 828 $ 1,514 Less: Accumulated amortization (725 ) (997 ) Total $ 103 $ 517 The following is a schedule by years of future minimum lease payments under capital leases together with the present value of the net minimum lease payments as of December 31, 2015 . Year ending December 31: Dollars in Thousands 2016 $ 3 2017 1 Total minimum lease payments $ 4 Less: Amount representing interest — Present value of net minimum lease payments $ 4 The short term portion of our capital leases is included in accrued expenses and the long term portion is included in other long-term liabilities on the Balance Sheet. Included in depreciation for the years ended December 31, 2015 and 2014 was $0.2 million and $0.3 million , respectively, related to equipment acquired under capital leases. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES We are subject to a number of 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. Rent expense under all operating leases was $0.2 million in each of 2015 and 2014 . We lease certain equipment, vehicles and operating facilities under non-cancellable operating leases , some of which have escalation clauses that expire on various dates through 2022 . Future minimum lease payments under non-cancellable operating leases, including non-cancellable lease associated with discontinued operations, are as follows (in thousands): 2016 $ 727 2017 724 2018 711 2019 676 2020 680 thereafter 388 Total $ 3,906 At December 31, 2015 , firm commitments to vendors totaled $0.3 million . |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The Company’s provision for income taxes from continuing operations for the years ended December 31, 2015 and 2014 relates to income taxes in states, foreign countries and other local jurisdictions and differs from the amounts determined by applying the statutory Federal income tax rate to loss before income taxes for the following reasons: Dollars in Thousands 2015 2014 Benefit at federal rate $ (3,449 ) $ (3,665 ) Increase (decrease) resulting from: State income taxes—net of federal benefit (320 ) (401 ) Miscellaneous permanent differences 163 223 Liability warrants 70 (154 ) State, net operating loss expiration/true-up (187 ) (327 ) Other—net (119 ) 2 Valuation allowance 3,842 4,322 Total income tax expense (benefit) $ — $ — Dollars in Thousands 2015 2014 Federal: Current $ — $ — Deferred — — Total Federal $ — $ — State: Current $ — $ — Deferred — — Total State $ — $ — Foreign: Current $ — $ — Deferred — — Total Foreign $ — $ — Total Tax Provision $ — $ — The Company’s deferred income tax asset from continuing operations at December 31, 2015 and 2014 is comprised of the following temporary differences: Dollars in Thousands 2015 2014 Deferred Tax Asset: Net operating loss carryforward $ 51,449 $ 46,051 Research and development credit carryforwards 918 918 Other 585 539 52,952 47,508 Less valuation allowance (52,902 ) (47,406 ) Deferred Tax Asset $ 50 $ 102 Deferred Tax Liability: Property and equipment 50 102 Deferred Tax Liability $ 50 $ 102 Net Deferred Asset (Liability) $ — $ — At December 31, 2015 , we had total unused federal tax net operating loss carryforwards of $142.9 million . The expiration dates are as follows (amounts in thousands): 2018 $ 1,838 2019 8,181 2020 9,662 2021 8,228 2022 16,862 2023 16,173 2024 17,390 2025 8,153 2026 6,792 2027 3,238 2028 1,272 2029 591 2031 2,784 2032 8,358 2033 12,097 2034 7,591 2035 13,645 Total $ 142,855 Of these federal net operating loss carryforwards, $1.2 million were obtained in the acquisition of Annovis, Inc. and may be subject to certain restrictions. Remaining net operating loss carryforwards could be subject to limitations under section 382 of the Internal Revenue Code of 1986, as amended. At December 31, 2015 , we had unused state tax net operating loss carryforwards of approximately $58.8 million that expire at various times beginning in 2016 . At December 31, 2015 , we had unused research and development credit carryforwards of $0.9 million that expire at various times between 2018 and 2028 . At December 31, 2015, we had unused foreign net operating loss carryforwards relating to operations in the United Kingdom of approximately $0.9 million with an unlimited carryforward period. A valuation allowance has been provided for the net deferred tax assets, due to the cumulative losses in recent years and an inability to utilize any additional losses as carrybacks. We will continue to assess the recoverability of deferred tax assets and the related valuation allowance. To the extent we begin to generate income in future years and it is determined that such valuation allowance is no longer required, the tax benefit of the remaining deferred tax assets will be recognized at such time. Our liability for uncertain tax positions, which was included in other long term liabilities, was $0.1 million and $0.1 million as of December 31, 2015 and 2014, respectively. We recorded less than $0.1 million of additional uncertain tax positions during the years ended 2015 and 2014. We recorded a reduction of $0.2 million for uncertain tax positions during the year ended 2014. We recorded zero and $0.2 million for reductions in uncertain tax positions relating to statute of limitations lapse for the years ended 2015 and 2014, respectively. We had no material interest or penalties during fiscal 2015 or fiscal 2014, and we do not anticipate any such items during the next twelve months. Our policy is to record interest and penalties directly related to income taxes as income tax expense in the Consolidated Statements of Operations. 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 2015 . We have state income tax returns subject to examination primarily for tax years 2011 through 2015 . To the extent the Company has tax attribute carryforwards, the tax years in which the attribute was generated may still be adjusted upon examination by the Internal Revenue Service, state or foreign tax authorities to the extent utilized in a future period. Open tax years related to foreign jurisdictions remain subject to examination. Our primary foreign jurisdiction is the United Kingdom, which has open tax years for 2011 through 2015 . During November 2015, the FASB issued ASU 2015-17, “Balance Sheet Classification of Deferred Taxes”, which simplifies the presentation of deferred income taxes. This ASU requires that deferred tax assets and liabilities be classified as non-current in a statement of financial position. We early adopted ASU 2015-17 effective December 31, 2015 on a retrospective basis. Adoption of this ASU resulted in a reclassification of our net current deferred tax asset to the net non-current deferred tax asset in our Consolidated Balance Sheet as of December 31, 2014 and 2015 |
EMPLOYEE BENEFIT PLAN
EMPLOYEE BENEFIT PLAN | 12 Months Ended |
Dec. 31, 2015 | |
Compensation and Retirement Disclosure [Abstract] | |
EMPLOYEE BENEFIT PLAN | EMPLOYEE BENEFIT PLAN We maintain an employee 401(k) retirement savings plan that allows for voluntary contributions into designated investment funds by eligible employees. We currently match the employee’s contributions at the rate of 100% on the first 3% of contributions and 50% on the next 2% of contributions. We may, at the discretion of our Board of Directors, make additional contributions on behalf of the Plan’s participants. Contributions to the 401(k) plan were $0.4 million and $0.4 million for the years ended December 31, 2015 and 2014 , respectively. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 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 includes an aggregate of $3.0 million in convertible notes (the “Convertible Notes”) issued in December 2011 to entities affiliated with Third Security, LLC (the “Third Security Investors”), a related party, that automatically convert 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 applicable 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 common stock with an exercise price of $15.00 per share. In connection with the conversion of the Convertible Notes, the Third Security Investors received an aggregate of 250,000 shares of 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 (i) pay to the placement agent cash commissions equal to $1,330,000 , or 7.0% of the gross proceeds received in the offering, (ii) 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 (iii) 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 have been 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: (i) 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 (ii) 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. The Third Security Investors 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. We used the net proceeds from the Offering for general corporate and working capital purposes. 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 (the “SEC”) 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 by March 16, 2013. The registration statement was filed with the SEC on March 15, 2013 and was declared effective by the SEC on March 29, 2013. The January 2013 common stock transaction 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 $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 $2.375 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 6 “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. Craig-Hallum acted as the sole placement agent for the sale and issuance of the Additional Notes. In connection with the sale and issuance of the Additional Notes, we issued to Craig-Hallum an unsecured convertible promissory note, upon the same terms and conditions as the Notes, in an aggregate principal amount equal to 5% of the proceeds received by us pursuant to the sale and issuance of the Additional Notes, or $46,250 . As of the date of filing of this Annual Report, the Placement Agent Note remains outstanding. 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 . On June 30, 2015, we entered into a Securities Purchase Agreement with certain accredited investors (the “July 2015 Investors”) pursuant to which, on July 7, 2015, we sold to the July 2015 Investors, and the July 2015 Investors purchased from us, (a) an aggregate of approximately 1.5 million shares of our common stock at a price per share of $1.42 , (b) 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 (c) warrants (the “Series A Warrants” and, together with the Series B Warrants, the “July 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 “July 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 July 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 July 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 July 2015 Offering, we (a) paid to the 2015 Placement Agent cash commissions equal to approximately $212,783 , or 7.0% of the gross proceeds received in the July 2015 Offering; (b) 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 (c) 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 July 2015 Offering, which reimbursable expenses did not exceed $50,000 . The July 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 $7.56 per share to $6.50 per share and the number of shares issuable upon exercise of the warrants increased from 1,881,396 to 2,188,177 . Common Stock Warrants. During the twelve months ended December 31, 2015, we issued warrants to purchase 3,466,841 shares of common stock and none of the issued warrants were exercised. Included in the warrants issued in 2015 were 800,492 warrant issued due to repricing requirements of the Private Placement and 2,666,349 warrants issued in connection with the 2015 Offering and the July 2015 Offering. During the twelve months ended December 31, 2015, warrants to purchase 431,027 shares of common stock expired. There were 664,703 common stock warrants issued during the 12 months ended December 31, 2014 and none of the issued warrants were exercised. Included in the warrants issued in 2014 were 290,085 warrants issued due to re-pricing requirements of the Private Placement. Warrants to purchase an aggregate of 5,920,799 shares of common stock were outstanding at December 31, 2015 . Warrant Holder Issue Year Expiration Underlying Shares Exercise Price Various Institutional Holders (1) 2012 February 2017 1,899,729 $6.50 Third Security Investors (1) 2012 February 2017 288,448 $6.50 Various Institutional Holders (2) 2013 January 2018 441,655 $9.00 Third Security Investors (2) 2013 January 2018 250,000 $9.00 Various Institutional Holders (3) 2014 April 2020 374,618 $4.00 Various Institutional Holders (4) 2015 February 2020 714,780 $2.24 Various Institutional Holders (5) 2015 December 2020 1,284,405 $1.66 Various Institutional Holders (5) 2015 December 2020 667,164 $0.01 5,920,799 (1) 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 Footnote 13 - “Fair Value”. 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. (2) These warrants were issued in connection with the Offering, which was completed in January 2013. (3) These warrants were issued in connection with the 2014 Private Placement, which was completed in October 2014. (4) These warrants were issued in connection with the 2015 Offering, which was completed in February 2015. (5) These warrants were issued in connection with the July 2015 Offering, which was completed in July 2015. Preferred Stock Series A. The Company’s Board of Directors is authorized to issue up to 15,000,000 shares of preferred stock in one or more series, from time to time, with such designations, powers, preferences and rights and such qualifications, limitations and restrictions as may be provided in a resolution or resolutions adopted by the Board of Directors. The authority of the Board of Directors includes, but is not limited to, the determination or fixing of the following with respect to shares of such class or any series thereof: (i) the number of shares; (ii) the dividend rate, whether dividends shall be cumulative and, if so, from which date; (iii) whether shares are to be redeemable and, if so, the terms and amount of any sinking fund providing for the purchase or redemption of such shares; (iv) whether shares shall be convertible and, if so, the terms and provisions thereof; (v) what restrictions are to apply, if any, on the issue or reissue of any additional preferred stock; and (vi) whether shares have voting rights. The preferred stock may be issued with a preference over the common stock as to the payment of dividends. We have no current plans to issue any additional preferred stock. Classes of stock such as the preferred stock may be used, in certain circumstances, to create voting impediments on extraordinary corporate transactions or to frustrate persons seeking to effect a merger or otherwise to gain control of the Company. For the foregoing reasons, any additional preferred stock issued by the Company could have an adverse effect on the rights of the holders of the common stock. On December 29, 2010, we entered into a transaction with the Third Security Investors, pursuant to the terms of a Series A Convertible Preferred Stock Purchase Agreement (the “Series A Purchase Agreement”), in which we: (i) sold an aggregate of 2,586,205 shares of Series A Preferred Stock at a price of $2.32 per share; and (ii) issued Series A Warrants to purchase up to an aggregate of 1,293,102 shares of Series A Preferred Stock having an exercise price of $2.32 per share (the sale of Series A Preferred Stock and issuance of the Series A Warrants hereafter referred to together as the “Financing”). The Series A Warrants may be exercised at any time from December 29, 2010 until December 28, 2015 and contain a “cashless exercise” feature. The gross proceeds from the Series A financing were $6.0 million . The $0.2 million of costs incurred to complete the Series A financing were recorded as a reduction in the value of the Series A Preferred Stock. We used the net proceeds from the financing to acquire the FAMILION family of genetic tests from PGxHealth, a subsidiary of Clinical Data, Inc. Until the November 2011 modifications, the Series A Preferred Stock met the definition of mandatorily redeemable stock as it was preferred capital stock that was redeemable at the option of the holder through December 2015 and was reported outside of equity. The Series A Preferred Stock was to be accreted to its redemption value of $6.0 million . Until the November 2011 modifications, the Series A Warrants did not qualify to be treated as equity and, accordingly, were recorded as a liability. A preferred stock anti-dilution feature is embedded within the Series A Preferred Stock that met the definition of a derivative. In connection with the Series A financing, we filed a Certificate of Designation of Series A Convertible Preferred Stock (the “Series A Certificate of Designation”) with the Secretary of State of the State of Delaware, designating 3,879,307 shares of our preferred stock as Series A Preferred Stock. As of December 31, 2013, the Series A Preferred Stock, including the Series A Preferred Stock issuable upon exercise of the Series A Warrants, was convertible into shares of our common stock at a rate of 4-for-1 , which conversion rate is subject to further adjustment as set forth in the Series A Certificate of Designation. Giving effect to the reverse split of our stock in January 2014, the conversion rate was adjusted to 1-for-3 . Certain rights of the holders of the Series A Preferred Stock are senior to the rights of the holders of our common stock. The Series A Preferred Stock has a liquidation preference equal to its original price per share, plus any accrued and unpaid dividends thereon. The holders of the Series A Preferred Stock are entitled to receive quarterly dividends, which accrue at the rate of 10% of the original price per share per annum, whether or not declared, and which shall compound annually and shall be cumulative. In any calendar quarter in which we have positive distributable cash flow as defined in the Series A Purchase Agreement, we are required to pay from funds legally available a cash dividend in the amount equal to the lesser of 50% of such distributable cash flow or the aggregate amount of dividends accrued on the Series A Preferred Stock. Generally, the holders of the Series A Preferred Stock are entitled to vote together with the holders of common stock, as a single group, on an as-converted basis. However, the Series A Certificate of Designation provides that we shall not perform some activities, subject to certain exceptions, without the affirmative vote of a majority of the holders of the outstanding shares of Series A Preferred Stock. The holders of the Series A Preferred Stock, along with the holders of the Series B Preferred Stock, also are entitled to elect or appoint, as a single group, two directors of the Company. In connection with the Series A financing, we also entered into a registration rights agreement with the Third Security Investors (the “Registration Rights Agreement”). Pursuant to the terms of the Registration Rights Agreement, the Company has granted certain demand, “piggyback” and S-3 registration rights covering the resale of the shares of common stock underlying the Series A Preferred Stock issued pursuant to the Series A Purchase Agreement and issuable upon exercise of the Series A Warrants and all shares of common stock issuable upon any dividend or other distribution with respect thereto. In November 2011, we entered into a transaction with the Third Security Investors, pursuant to an Agreement Regarding Preferred Stock (the “Amendment Agreement”), in which the Third Security Investors agreed to (i) waive their rights to enforce the anti-dilution and redemption features of the Series A Preferred Stock and (ii) at the next annual stockholders’ meeting, vote to amend the Series A Certificate of Designation to remove the anti-dilution and redemption features of the Series A Preferred Stock. In exchange, the Company issued shares of common stock to the Third Security Investors having an aggregate market value of $0.3 million . As a result of the Amendment Agreement, the values of the Series A Preferred Stock and Series A Warrants, including the Series A Preferred Stock conversion feature and Series A Warrant liability, were reclassified into stockholders’ equity as of the date of the Amendment Agreement. The Series A Preferred Stock was converted into common stock on January 6, 2016 (See Note 15 - “Subsequent Events - Conversion of Preferred Stock”). Preferred Stock Series B. 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 . The Series B Preferred Stock was converted into common stock on January 6, 2016 (See Note 15 - “Subsequent Events - Conversion of Preferred Stock”). 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 twelve months ended December 31, 2015 and 2014, we had cumulative undeclared dividends on our Preferred Stock of $4.4 million and $3.1 million , respectively. 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. The accrued dividends were paid through the issuance of common stock on January 6, 2016 (See Note 15 - “Subsequent Events - Conversion of Preferred Stock”). |
EQUITY INCENTIVE PLAN
EQUITY INCENTIVE PLAN | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
EQUITY INCENTIVE PLAN | EQUITY INCENTIVE PLAN The Company’s 2006 Equity Incentive Plan (the “Plan”) allows the Company to make awards of various types of equity-based compensation, including stock options, dividend equivalent rights (“DERs”), stock appreciation rights (“SARs”), restricted stock, restricted stock units, performance units, performance shares and other awards, to employees and directors of the Company. As of December 31, 2015, the Company was authorized to issue 1,666,666 shares under the Plan; provided, that no more than 1,250,000 of such shares may be used for grants of restricted stock, restricted stock units, performance units, performance shares and other awards. The Plan is administered by the Compensation Committee of the Board of Directors (the “Committee”), which has the authority to set the number, exercise price, term and vesting provisions of the awards granted under the Plan, subject to the terms thereof. Either incentive or non-qualified stock options may be granted to employees of the Company, but only non-qualified stock options may be granted to non-employee directors and advisors. However, in either case, the Plan requires that stock options must be granted at exercise prices not less than the fair market value of the common stock on the date of the grant. Options issued under the plan vest over periods as determined by the Committee and expire 10 years after the date the option was granted. For the years ended December 31, 2015 and 2014 , we recorded compensation expense of $0.6 million and $0.9 million , respectively within selling, general and administrative expense. As of December 31, 2015 , there was $0.4 million of unrecognized compensation expense related to unvested stock awards, which is expected to be recognized over a weighted average period of approximately 1.3 years. The fair value of the options and SARs granted during 2015 was estimated on their respective grant dates using the Black-Scholes option pricing model. The Black-Scholes model was used with the following assumptions: risk-free interest rates of 1.32% to 1.91% , based on the U.S. Treasury yield in effect at the time of grant; dividend yields of zero percent; expected lives of four to six years, based on historical exercise activity; and volatility of 83% to 86% for grants made during the year ended December 31, 2015 based on the historical volatility of our stock over a time that is consistent with the expected life of the option. The fair value of the options granted during 2014 was estimated on their respective grant dates using the Black-Scholes option-pricing model. The Black-Scholes model was used with the following assumptions: risk-free interest rates of 1.50% to 1.74% , based on the U.S. Treasury yield in effect at the time of grant; dividend yields of zero percent; expected lives of four to five years, based on historical exercise activity; and volatility of 82% to 105% for grants made during the year ended December 31, 2014 based on the historical volatility of our stock over a time that is consistent with the expected life of the option. The weighted average grant date fair value per share of options granted during the years ended December 31, 2015 and 2014 was $0.96 and $3.51 respectively. Stock Options. The following table summarizes stock option activity under the Plan during the year ended December 31, 2015 : Number of Options Weighted Average Exercise Price Outstanding at January 1, 2015 685,984 $ 6.56 Granted 665,560 1.50 Forfeited (154,189 ) 4.72 Expired (89,561 ) 10.57 Outstanding at December 31, 2015 1,107,794 $ 3.45 Exercisable at December 31, 2015 417,968 $ 5.28 All stock options outstanding were issued to employees, officers or outside directors. As of December 31, 2015, 945,685 outstanding options were vested or expected to vest. The weighted average exercise price of these options was $3.45 and the aggregate intrinsic value was zero with a remaining weighted average contractual life of 8.5 years . As of December 31, 2015, 417,968 options were exercisable with a weighted average exercise price of $5.28 and an aggregate intrinsic value of zero . The weighted average contractual life of these options was 7.8 years . No options were exercised in 2015 or 2014. The total fair value of awards that vested during 2015 and 2014 was $0.8 million and $0.6 million , respectively. Stock Appreciation Rights ( “ SARs ” ). The following table summarizes SARs activity under the Plan during the year ended December 31, 2015 : Number of SARs Weighted Average Exercise Price Outstanding at January 1, 2015 98,333 $ 4.14 Granted — — Forfeited — — Expired — — Outstanding at December 31, 2015 98,333 $ 4.14 Exercisable at December 31, 2015 68,220 $ 4.23 All SARs outstanding were issued to officers. As of December 31, 2015, 98,333 outstanding SARs shares were vested or expected to vest. The weighted average exercise price of these options was $4.14 and the aggregate intrinsic value was zero with a remaining weighted average contractual life of 7.9 years . As of December 31, 2015, 68,220 SARs shares were exercisable and no SARs shares were exercised in 2015 or 2014. At December 31, 2015, a liability of less than $0.1 million was recorded in accrued expenses. |
FAIR VALUE
FAIR VALUE | 12 Months Ended |
Dec. 31, 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 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 2.2 million warrants issued in February 2012 (as adjusted pursuant to the terms of the 2012 warrants). 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. This method is well suited to value 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 $1.07 as of December 31, 2015 ; the amount of the down-round financing, the timing of the down-round financing, the expected exercise period of 1.11 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 104% based on implied and historical rates over the expected term and the risk-free interest rate of 0.69% based on the 1 -year U.S. Treasury yield. Simulated Business Inputs include: the probability of down-round financing, which was estimated to be 100% for simulated equity values below the down-round financing cut-off point. Simulated Technical Inputs include: our equity value in periods 1-10 follows a geometric Brownian motion and is simulated over 10 independent six -month periods; a down-round financing event was randomly simulated in an iteration based on the 100% discrete probability of a down-round financing for those iterations where our simulated equity value at the expected timing of down-round financing was below the down-round financing cut-off point. During the year ended December 31, 2015 , 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 Year Ended December 31, 2015 Balance at December 31, 2014 $ 145 Total gains or losses: Recognized in earnings 205 Balance at December 31, 2015 $ 350 The change in unrealized gains or losses of Level 3 liabilities is included in earnings and is reported in other income (expense) in our Statement of Operations. |
OPERATING SEGMENT AND GEOGRAPHI
OPERATING SEGMENT AND GEOGRAPHIC INFORMATION | 12 Months Ended |
Dec. 31, 2015 | |
Segment Reporting [Abstract] | |
OPERATING SEGMENT AND GEOGRAPHIC INFORMATION | OPERATING SEGMENT AND GEOGRAPHIC INFORMATION We have one operating segment as of December 31, 2015, Laboratory Services. Our revenues from continuing operations are primarily generated from pharmacogenomics research services supporting Phase II and Phase III clinical trials conducted by pharmaceutical and biotechnology companies. Based on location of end customers, all of our revenues from continuing operations are attributed to the United States. All of our long-lived assets are also located within the United States. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2015 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS Conversion of Preferred Stock On January 6, 2016, the Company entered into a Conversion Agreement (the “Conversion Agreement”) with the holders (the “Preferred Holders”) of all of the Company’s outstanding shares of Series A Convertible Preferred Stock, par value $0.01 per share (the “Series A Preferred”), and Series B Convertible Preferred Stock, par value $0.01 per share (the “Series B Preferred”), pursuant to which, among other things, the Preferred Holders: (1) elected to convert all of the outstanding shares of Series A Preferred and Series B Preferred into shares of the Company’s common stock, par value $0.01 per share (“Common Stock”), in each case in accordance with the terms thereof, and (2) agreed that all accrued and unpaid dividends on the Series A Preferred and Series B Preferred would be paid by the Company in shares of Common Stock at a rate of $1.00 per share of Common Stock (collectively, the “Conversion”). The outstanding shares of Series A Preferred were convertible into shares of Common Stock at a rate of 1-for-3 , and the outstanding shares of Series B Preferred were convertible into shares of Common Stock at a rate of 1-for-1 . Prior to the entry into the Conversion Agreement, there were 2,586,205 shares of Series A Preferred outstanding, which were converted into 862,057 shares of Common Stock, and 1,443,297 shares of Series B Preferred outstanding, which were converted into 1,443,297 shares of Common Stock, for an aggregate of 2,305,354 shares of Common Stock issued upon conversion of the Series A Preferred and Series B Preferred (the “Conversion Shares”). At the time of the entry into the Conversion Agreement, there were $3,681,591.90 in accrued and unpaid dividends on the outstanding shares of Series A Preferred, which were converted, in accordance with the Conversion Agreement, into 3,681,590 shares of Common Stock, and $793,236.17 in accrued and unpaid dividends on the outstanding shares of Series B Preferred, which were converted, in accordance with the terms of the Conversion Agreement, into 793,235 shares of Common Stock, for an aggregate of 4,474,825 shares of Common Stock issued pursuant to the accrued and unpaid dividends on the Series A Preferred and Series B Preferred (the “Dividend Shares”). Therefore, in connection with the full conversion of the Series A Preferred and Series B Preferred, plus the conversion of all accrued and unpaid dividends thereon, the Company issued an aggregate of 6,780,179 shares of Common Stock to the Preferred Holders on January 6, 2016. Following the conversion of the shares of Series A Preferred and Series B Preferred into common stock, no shares of Series A Preferred or Series B Preferred remain outstanding. Amended Loan and Security Agreement On January 6, 2016, the Company entered into an eight amendment the Loan Amendment. The eight amendment, among other things, (1) provides that the Lenders will waive specified events of default under the terms of the Loan Agreement, (2) reduces the Company’s future minimum revenue covenants under the Loan Agreement, (3) extends the maturity date of the Loan Agreement until November 1, 2017, and (4) provides for the repayment of an overadvance of $750,000 previously provided by the Lenders to the Company pursuant to the Loan Agreement. During the first quarter of 2016, the overadvance that existed at December 31, 2015 was repaid to the Lenders and $0.2 million was received from certain of the Lenders and another lender affiliate in connection with the equity offering made on January 6, 2015. Issuance of Preferred Stock and Common Stock Warrants On January 6, 2016, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain accredited investors (the “Investors”), pursuant to which, on January 8, 2016, the Company sold to the Investors, and the Investors purchased from the Company (the “Offering”), an aggregate of approximately $2.2 million of units (the “Units”) consisting of (1) an aggregate of 2,365,243 shares (the “A-1 Preferred Shares”) of Series A-1 Convertible Preferred Stock, par value $0.01 per share, of the Company (the “A-1 Preferred”), and (2) warrants (the “Warrants”) to purchase up to an aggregate of 1,773,929 shares of common stock, par value $0.01 per share, of the Company (the “Common Stock”). Each Unit was sold to the Investors at a purchase price of $0.93 per Unit. The A-1 Preferred Shares are convertible into shares of Common Stock at an initial rate of 1-for-1, which conversion rate is subject to further adjustment as set forth in the Company’s Certificate of Designation of Series A-1 Convertible Preferred Stock, which was filed with the Secretary of State of the State of Delaware on January 8, 2016 (the “Series A-1 Certificate of Designation”). Pursuant to the terms of the Series A-1 Certificate of Designation, the holders of the A-1 Preferred Shares will generally be entitled to that number of votes as is equal to the product obtained by multiplying: (a) the number of whole shares of Common Stock into which the A-1 Preferred may be converted as of the record date of such vote or consent, by (b) 0.93 , rounded down to the nearest whole number. Therefore, every 1.075269 shares of A-1 Preferred will generally initially be entitled to one vote. The Warrants are immediately exercisable, have a term of five years and have an exercise price of $1.21 per share of Common Stock. Each Warrant includes both cash and “cashless exercise” features and an exchange feature whereby the holder of the Warrant may exchange (the “Exchange Right”) all or any portion of the Warrant for a number of shares of Common Stock equal to the quotient obtained by dividing the “Exchange Amount” by the closing bid price of the Common Stock on the second trading day prior to the date the Warrant is exchanged (the “Exchange Price”). Under the Warrants, the “Exchange Amount” is based upon a Black Scholes option pricing model, and the aggregate Exchange Amount under all of the Warrants will be $1,436,882 , subject to adjustment to the extent that the risk-free U.S. Treasury rate fluctuates between the date of issuance of the Warrants and the date the Warrants are exchanged. Each Warrant provides that the number of shares that may be issued upon exercise of the Exchange Right is limited to the number of shares that may be purchased pursuant to the terms of the Warrant, unless the Company has previously obtained stockholder approval or approval from The Nasdaq Stock Market LLC to issue any additional shares of Common Stock (the “Additional Shares”) pursuant to the Exchange Right (the “Required Approvals”). For any Exchange Right exercised more than 90 days following the issuance of the Warrants, if the Company has not obtained either of the Required Approvals, the Company will be required to pay the Warrant holder an amount in cash for any Additional Shares that it cannot issue without the Required Approvals based on the Exchange Amount. The Warrants further provide that, to the extent the closing bid price of the Common Stock on the second trading day prior to the date the Warrant is exchanged is less than $0.50 , the Exchange Price will be deemed to be equal to $0.50 , and, in addition to issuing shares of Common Stock based on this Exchange Price, the Company will be required to pay to the Warrant holder an amount in cash equal to the product obtained by multiplying (a) $0.50 minus the closing bid price of the Common Stock on the second trading day prior to the date the Warrant is exchanged, by (b) the aggregate number of shares of Common Stock issued to the Warrant holder by the Company in such exchange at an Exchange Price equal to $0.50 . Therefore, if the Required Approvals are obtained, based on the Exchange Amount of $1,436,882 (which, as noted above, is subject to adjustment to the extent that the risk-free U.S. Treasury rate fluctuates between the date of the issuance of the Warrants and the date the Warrants are exchanged), the maximum number of shares of Common Stock issuable pursuant to the Exchange Right in the Warrants will be 2,873,765 . In addition, if, for example, assuming an Exchange Amount of $1,436,882 , the closing bid price of the Common Stock on the second trading day prior to the date the Warrants are exchanged is $0.25 , the Company would be required to pay to the Warrant holders cash in an aggregate amount of $718,441 in addition to issuing the Warrant holders 2,873,765 shares. In accordance with the terms of the Purchase Agreement, the Company amended that certain Series A Warrant to purchase up to an aggregate of 1,161,972 shares of Common Stock previously issued by the Company to an affiliate of one of the Investors on July 7, 2015 (the “Original Warrant”), as previously reported by the Company on its Amendment No. 1 to Current Report on Form 8-K/A, filed with the Securities and Exchange Commission (the “SEC”) on July 7, 2015 (as so amended, the “Amended Warrant”). The Amended Warrant amends the Original Warrant to provide that the Amended Warrant is subject to the same terms and conditions as the Warrants and, therefore, includes both cash and “cashless exercise” features and an Exchange Right whereby the number of shares issuable pursuant to the Exchange Right is equal to the “Amended Warrant Exchange Amount”, which is based on a Black Scholes option pricing model, and will be $941,197 , subject to adjustment to the extent that the risk-free U.S. treasury rate fluctuates between the date of issuance of the Amended Warrant and the date the Amended Warrant is exchanged. The Amended Warrant is exercisable for up to 1,161,972 shares of Common Stock in the event the Company has obtained either of the Required Approvals with respect to the Amended Warrant. In the event the Amended Warrant holder exercises the Amended Warrant more than 90 days following the issuance of the Amended Warrant, if the Company has not obtained either of the Required Approvals, the Company will be required to pay the Amended Warrant holder an amount in cash for the shares of Common Stock that the Company cannot issue under the Amended Warrant pursuant to such exercise without the Required Approvals based on the Amended Warrant Exchange Amount. The Amended Warrant also provides that, to the extent the closing bid price of the Common Stock on the second trading day prior to the date the Amended Warrant is exchanged is less than $0.50 , the Exchange Price will be deemed to be equal to $0.50 , and, in addition to issuing shares of Common Stock based on this Exchange Price (assuming receipt of the Required Approvals), the Company will be required to pay to the Amended Warrant holder an amount in cash equal to the product obtained by multiplying (a) $0.50 minus the closing bid price of the Common Stock on the second trading day prior to the date the Amended Warrant is exchanged, by (b) the aggregate number of shares of Common Stock issued to the Amended Warrant holder by the Company in such exchange at an Exchange Price equal to $0.50 . Therefore, if the Required Approvals are obtained, based on the Amended Warrant Exchange Amount of $941,197 (which, as noted above, is subject to adjustment to the extent that the risk-free U.S. Treasury rate fluctuates between the issuance of the Amended Warrant and the date the Amended Warrant is exchanged), the maximum number of shares of Common Stock issuable pursuant to the Exchange Right in the Amended Warrant will be 1,882,395 . In addition, if, for example, assuming an Amended Warrant Exchange Amount of $941,197 , the closing bid price of the Common Stock on the second trading day prior to the date the Amended Warrant is exchanged is $0.25 , the Company would be required to pay to the Amended Warrant holder cash in an aggregate amount of $470,599 in addition to issuing the Amended Warrant holder 1,882,395 shares. In connection with entering into the Securities Purchase Agreement, the Company also entered into a Registration Rights Agreement, dated January 8, 2016, with the Investors. The Registration Rights Agreement requires that the Company file with the SEC a registration statement to register for resale the shares of Common Stock issuable upon conversion of the A-1 Preferred Shares (the “A-1 Preferred Conversion Shares”) and the shares of Common Stock issuable upon exercise of the Warrants and the Amended Warrant (collectively, the “Warrant Shares”) by January 23, 2016. Craig-Hallum Capital Group LLC (the “Placement Agent”) served as the sole placement agent for the Offering. In consideration for services rendered as the Placement Agent in the Offering, the Company (1) paid to the Placement Agent cash commissions equal to approximately $140,000 , or 7.0% of the gross proceeds received in the Offering, excluding any proceeds received from Third Security, LLC or any of its affiliates; (2) issued to the Placement Agent, for a price of $50 , a five -year warrant to purchase up to 107,527 shares of Common Stock at an exercise price of $1.21 per share (the “Agent Warrant”), which is subject to the same terms as the Warrants except that the Agent Warrant is not exercisable until July 8, 2016 and does not contain the Exchange Right; and (3) reimbursed 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 did not exceed $50,000 . |
SUMMARY OF SIGNIFICANT ACCOUN25
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation. The consolidated financial statements include the accounts of Transgenomic, Inc. and its wholly owned subsidiary. All inter-company balances and transactions have been eliminated in consolidation. |
Risks and Uncertainties | Risks and Uncertainties. Certain risks and uncertainties are inherent in the Company’s our day-to-day operations and to the process of preparing our financial statements. The more significant of those risks are presented below and throughout the notes to the financial statements. |
Use of Estimates | Use of Estimates. The preparation of consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of net sales and expenses during the reporting period. In addition, estimates and assumptions associated with the determination of the fair value of certain assets and related impairments require considerable judgment by management. The key estimates included in the consolidated financial statements include stock option valuations, goodwill and intangible valuations, accounts receivable and inventory valuations, warrant valuations and contractual allowances. Actual results could differ from the estimates and assumptions used in preparing these consolidated financial statements. |
Basis of Presentation | Basis of Presentation. The accompanying consolidated financial statements are presented in conformity with U.S. generally accepted accounting principles (“GAAP”). All amounts are presented in U.S. Dollars (“$”).Supplemental cash flows from discontinued operations are presented in Note 3 to the consolidated financial statements “Discontinued Operations.” The Company has evaluated events occurring subsequent to December 31, 2015 for potential recognition or disclosure in the consolidated financial statements and concluded there were no subsequent events that required recognition or disclosure other than those provided in Note 15 “Subsequent Events”. On January 15, 2014, the Board of Directors of the Company approved a reverse split of the Company’s 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 consolidated financial statements have, where applicable, been adjusted retroactively to reflect this reverse stock split. |
Fair Value | Fair Value. Unless otherwise specified, book value approximates fair market value. The Company’s Level 1 financial instruments include cash and cash equivalents. The Company’s Level 3 financial instruments include the common stock warrant liability, preferred stock warrant liability and conversion feature, and debt. Due to its variable interest component, debt approximates fair value. The common stock warrant liability and Series A Convertible Preferred Stock (“Series A Preferred Stock”) warrant liability and conversion feature are recorded at fair value. |
Cash and Cash Equivalents | Cash and Cash Equivalents and Other Current Assets. Cash and cash equivalents include cash and investments with original maturities at the date of acquisition of three months or less. Such investments presently consist of temporary overnight investments. |
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. |
Accounts Receivable | While payment terms are generally 30 days , we have also provided extended payment terms of up to 90 days in certain cases. We operate globally and some of the international payment terms can 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 and slow moving 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. We write down slow-moving and obsolete inventory by the difference between the value of the inventory and our estimate of the reduced value based on potential future uses, the likelihood that overstocked inventory will be sold and the expected selling prices of the inventory. If our ability to realize value on slow-moving or obsolete inventory is less favorable than assumed, additional write-downs of the inventory may be required. |
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. Depreciation is computed by 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 and Intangible Assets | Goodwill and Intangible Assets. Intangible assets include intellectual property, patents and acquired products. 1. Intellectual Property. Initial costs paid to license intellectual property from independent third parties are capitalized and amortized using the straight-line method over the license period. Ongoing royalties related to such licenses are expensed as incurred. 2. Patents. We capitalize legal costs, filing fees and other expenses associated with obtaining patents on new discoveries and amortize these costs using the straight-line method over the shorter of the legal life of the patent or its economic life beginning on the date the patent is issued. 3. Acquired Products. As part of the FAMILION acquisition and acquisition of certain intangible assets from Axial, the Company acquired technology, in process technology, trademarks/tradenames, customer relationships, covenants not to compete and third party relationships. These costs will be amortized pursuant to the straight-line method over their estimated economic life of seven to fifteen years. See Footnote 5 “Intangible Assets and Other Assets”. Goodwill is tested for impairment annually. We perform this impairment analysis during the fourth quarter of each year or whenever events indicate that the carrying amount of goodwill may not be recoverable. We test our intangible assets for impairment when factors are present that indicate the carrying value of an intangible asset (group) may not be recoverable. Impairment occurs when the carrying value is determined to be not recoverable, thereby causing the carrying value of the goodwill or intangible asset (group) to exceed its fair value. If impaired, the asset’s carrying value is reduced to its fair value. |
Common Stock Warrants | Common Stock Warrants. Our issued and outstanding 2012 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 3 financial instrument. |
Stock Based Compensation | Stock Based Compensation. All stock-based awards to date have exercise prices equal to the market price of our common stock on the date of grant and have ten -year contractual terms. Unvested options as of December 31, 2015 had vesting periods of one or three years from the date of grant. None of the stock options outstanding at December 31, 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, including stock options. Compensation expense, net of estimated forfeitures, 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. |
Income Taxes | Income Taxes. Deferred tax assets and liabilities are determined based on the differences between the financial reporting and tax basis of assets and liabilities at each balance sheet date using tax rates expected to be in effect in the year the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent that it is more likely than not that they will not be realized. Our policy is to record interest and penalties directly related to income taxes as income tax expense in the Consolidated Statements of Operations. |
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. In our Biomarker Identification laboratory, we perform 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 December 31, 2015 and 2014 , deferred net sales associated with pharmacogenomics research projects, included in the balance sheet in deferred revenue, was $0.1 million and $0.3 million , respectively. Net sales from Patient Testing laboratories are recognized on an individual test basis and take 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 payers, are reflected in the estimated contractual allowance applied prospectively. In the fourth quarter of 2015, we adjusted our contractual allowance rates to better reflect the reimbursement level we expect to achieve on Patient Testing billings. The adjustment negatively impacted our fourth quarter of 2015 Patient Testing revenues. Our Patient Testing revenues are reported as part of discontinued operations (See Note 3 - “Discontinued Operations”). Net sales of Genetic Assays and Platforms products, reported as discontinued operations (See Note 3 - “Discontinued Operations”) 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, is 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. Taxes collected from customers and remitted to government agencies for specific net sales producing transactions are recorded net with no effect on the income statement. |
Research and Development | Research and Development. Research and development and various collaboration costs are charged to expense when incurred. |
Translation of Foreign Currency | Translation of Foreign Currency. Our foreign subsidiary, which is included within discontinued operations uses 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 shares of common stock 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, as long as the effect is not anti-dilutive. |
Recently Issued Accounting Pronouncements | Recently Issued 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 financial condition, results of operations or cash flows. In February 2016, the FASB issued an ASU, “Leases”. The new standard amends the recognition of lease assets and lease liabilities by lessees for those leases currently classified as operating leases and amends disclosure requirements associated with leasing arrangements. The new standard is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2018. Early adoption is permitted. The new standard must be adopted using a modified retrospective transition, and provides for certain practical expedients. Transition will require application of the new guidance at the beginning of the earliest comparative period presented. We are currently assessing the impact of the adoption of this ASU will have on our consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN26
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Allowance for doubtful accounts rollforward | The following is a summary of activity for the allowance for doubtful accounts from continuing operations during the years ended December 31, 2015 and 2014 : Dollars in Thousands Beginning Balance Provision Write Offs Ending Balance Twelve months ended December 31, 2015 $ 20 $ 67 $ — $ 87 Twelve months ended December 31, 2014 $ 17 $ 3 $ — $ 20 |
Allowance for obsolete inventory rollforward | The following is a summary of activity for the allowance for obsolete inventory during the years ended December 31, 2015 and 2014 : Dollars in Thousands Beginning Balance Provision Write Offs Ending Balance Twelve months ended December 31, 2015 $ — $ 63 $ — $ 63 Twelve months ended December 31, 2014 $ — $ — $ — $ — |
Schedule of property and equipment, useful lives | Depreciation is computed by 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 |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposal Groups, Including Discontinued Operations | Assets and liabilities of the discontinued operations are classified as assets held for sale and liabilities held for sale in the consolidated balance sheets and consisted of the following: Dollars in Thousands December 31, December 31, ASSETS Accounts receivable, net $ 1,905 $ 7,161 Inventory, net — 3,005 Other current assets 82 806 Total current assets 1,987 10,972 Property and equipment, net — 997 Goodwill and intangible assets — 14,131 Other assets — 6 Total Assets $ 1,987 $ 26,106 LIABILITIES Accounts payable $ — $ 973 Accrued compensation 264 752 Accrued expenses — 505 Deferred revenue — 737 Total current liabilities 264 2,967 Other liabilities — 871 Total Liabilities $ 264 $ 3,838 The following is a summary of activity for the allowance for doubtful accounts from discontinued operations during the years ended December 31, 2015 and 2014. The allowance for doubtful accounts from discontinued operations are included in the assets held for sale in the consolidated balance sheets. Dollars in Thousands Beginning Balance Provision Write Offs Ending Balance Twelve months ended December 31, 2015 $ 7,927 $ 9,447 $ (2,710 ) $ 14,664 Twelve months ended December 31, 2014 $ 3,821 $ 6,116 $ (2,010 ) $ 7,927 Results of the discontinued operations consisted of the following: Years ended December 31, (in thousands) 2015 2014 Net sales $ 18,584 $ 25,843 Cost of goods sold 12,287 15,187 Gross profit 6,297 10,656 Selling, general and administrative expense 15,187 16,761 Research and development expense 408 648 Impairment of long-lived assets 13,942 — Operating loss from discontinued operations (23,240 ) (6,753 ) (Loss) gain on sale of business (224 ) 4,114 Loss from discontinued operations before income taxes (23,464 ) (2,639 ) Income tax (benefit) expense (648 ) 524 Loss from discontinued operations $ (22,816 ) $ (3,163 ) |
INVENTORIES (Tables)
INVENTORIES (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories (net of allowance for slow moving and obsolescence) consisted of the following: Dollars in Thousands December 31, December 31, Finished goods $ — $ — Raw materials and work in process 113 — Demonstration inventory — — $ 113 $ — Less allowances (63 ) — Total $ 50 $ — |
INTANGIBLE ASSETS AND OTHER A29
INTANGIBLE ASSETS AND OTHER ASSETS (Tables) | 12 Months Ended |
Dec. 31, 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 December 31, 2015 Cost Accumulated Amortization Impairment Charge Net Book Value Acquired technology $ 9,009 $ 4,611 $ 4,398 $ — Assay royalties 1,434 973 461 — Third party payor relationships 367 116 251 — Tradenames and trademarks 824 439 385 — Customer relationships 652 130 522 — Covenants not to compete 184 184 — — Patents 980 126 148 706 Intellectual property 671 207 — 464 $ 14,121 $ 6,786 $ 6,165 $ 1,170 Dollars in Thousands December 31, 2014 Cost Accumulated Amortization Net Book Value Included in assets held for sale Included in continuing operations Acquired technology $ 9,009 $ 3,995 $ 5,014 $ 5,014 $ — Assay royalties 1,434 819 615 615 — Third party payor relationships 367 98 269 269 — Tradenames and trademarks 824 351 473 473 — Customer relationships 652 98 554 554 — Covenants not to compete 184 138 46 46 — Patents 815 87 728 157 571 Intellectual property 266 86 180 — 180 $ 13,551 $ 5,672 $ 7,879 $ 7,128 $ 751 Estimated Useful Life Acquired 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) | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Dollars in Thousands Year Ended December 31, 2015 2014 Revolving Line (1) $ 3,025 $ 3,000 Term Loan (2) 4,000 4,087 Convertible Promissory Note (3) 571 750 Total debt 7,596 7,837 Current portion of long term debt (7,596 ) (462 ) Long term debt, net of current maturities $ — $ 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 6.50% . 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 November 1, 2017. (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 were not be obligated to make monthly payments of principal to the Lenders until April 1, 2016. Pursuant to the Eighth Amendment of the Loan Agreement, the maturity date of the Loan Agreement was extended until November 1, 2017 and no principal payments on the Term Loan are due until such date. 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 Loan Agreement, we are required to maintain a minimum liquidity ratio and achieve a minimum amount of revenue, and we also agreed not to (i) pledge or otherwise encumber our assets other than to the Lenders, (ii) enter into additional borrowings or guarantees, (iii) repurchase our capital stock, or (iv) 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. As of December 31, 2015, the Company was not in compliance with all financial covenants of the Loan Agreement, as amended by the Eighth Amendment. As such, all debt has been classified as current at December 31, 2015. 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 and would increase the applicable interest rate under the Revolving Line or Term Loan (or both) by 5% , and permit the Lenders to exercise remedies with respect to the collateral under the Loan Agreement. (3) Convertible Promissory Notes. The Notes accrues interest at a rate of 6% per year and mature on December 31, 2016. |
Schedule of Maturities of Long-term Debt | The aggregate minimum principal maturities of the debt for the following fiscal years are as follows (dollars in thousands): 2016 $ 7,596 Total $ 7,596 |
CAPITAL LEASES (Tables)
CAPITAL LEASES (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Leases [Abstract] | |
Schedule of Capital Leased Assets | The following is an analysis of the property acquired under capital leases. Dollars in Thousands Asset Balances at Classes of Property December 31, December 31, Equipment $ 828 $ 1,514 Less: Accumulated amortization (725 ) (997 ) Total $ 103 $ 517 |
Schedule of Future Minimum Lease Payments for Capital Leases | The following is a schedule by years of future minimum lease payments under capital leases together with the present value of the net minimum lease payments as of December 31, 2015 . Year ending December 31: Dollars in Thousands 2016 $ 3 2017 1 Total minimum lease payments $ 4 Less: Amount representing interest — Present value of net minimum lease payments $ 4 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases | Future minimum lease payments under non-cancellable operating leases, including non-cancellable lease associated with discontinued operations, are as follows (in thousands): 2016 $ 727 2017 724 2018 711 2019 676 2020 680 thereafter 388 Total $ 3,906 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate Reconciliation | The Company’s provision for income taxes from continuing operations for the years ended December 31, 2015 and 2014 relates to income taxes in states, foreign countries and other local jurisdictions and differs from the amounts determined by applying the statutory Federal income tax rate to loss before income taxes for the following reasons: Dollars in Thousands 2015 2014 Benefit at federal rate $ (3,449 ) $ (3,665 ) Increase (decrease) resulting from: State income taxes—net of federal benefit (320 ) (401 ) Miscellaneous permanent differences 163 223 Liability warrants 70 (154 ) State, net operating loss expiration/true-up (187 ) (327 ) Other—net (119 ) 2 Valuation allowance 3,842 4,322 Total income tax expense (benefit) $ — $ — |
Schedule of Components of Income Tax Expense (Benefit) | Dollars in Thousands 2015 2014 Federal: Current $ — $ — Deferred — — Total Federal $ — $ — State: Current $ — $ — Deferred — — Total State $ — $ — Foreign: Current $ — $ — Deferred — — Total Foreign $ — $ — Total Tax Provision $ — $ — |
Schedule of Deferred Tax Assets and Liabilities | The Company’s deferred income tax asset from continuing operations at December 31, 2015 and 2014 is comprised of the following temporary differences: Dollars in Thousands 2015 2014 Deferred Tax Asset: Net operating loss carryforward $ 51,449 $ 46,051 Research and development credit carryforwards 918 918 Other 585 539 52,952 47,508 Less valuation allowance (52,902 ) (47,406 ) Deferred Tax Asset $ 50 $ 102 Deferred Tax Liability: Property and equipment 50 102 Deferred Tax Liability $ 50 $ 102 Net Deferred Asset (Liability) $ — $ — |
Summary of Operating Loss Carryforwards | At December 31, 2015 , we had total unused federal tax net operating loss carryforwards of $142.9 million . The expiration dates are as follows (amounts in thousands): 2018 $ 1,838 2019 8,181 2020 9,662 2021 8,228 2022 16,862 2023 16,173 2024 17,390 2025 8,153 2026 6,792 2027 3,238 2028 1,272 2029 591 2031 2,784 2032 8,358 2033 12,097 2034 7,591 2035 13,645 Total $ 142,855 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Stockholders' Equity Note, Warrants or Rights | Warrant Holder Issue Year Expiration Underlying Shares Exercise Price Various Institutional Holders (1) 2012 February 2017 1,899,729 $6.50 Third Security Investors (1) 2012 February 2017 288,448 $6.50 Various Institutional Holders (2) 2013 January 2018 441,655 $9.00 Third Security Investors (2) 2013 January 2018 250,000 $9.00 Various Institutional Holders (3) 2014 April 2020 374,618 $4.00 Various Institutional Holders (4) 2015 February 2020 714,780 $2.24 Various Institutional Holders (5) 2015 December 2020 1,284,405 $1.66 Various Institutional Holders (5) 2015 December 2020 667,164 $0.01 5,920,799 (1) 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 Footnote 13 - “Fair Value”. 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. (2) These warrants were issued in connection with the Offering, which was completed in January 2013. (3) These warrants were issued in connection with the 2014 Private Placement, which was completed in October 2014. (4) These warrants were issued in connection with the 2015 Offering, which was completed in February 2015. (5) These warrants were issued in connection with the July 2015 Offering, which was completed in July 2015. |
EQUITY INCENTIVE PLAN (Tables)
EQUITY INCENTIVE PLAN (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Share-based Compensation, Stock Options, Activity | The following table summarizes stock option activity under the Plan during the year ended December 31, 2015 : Number of Options Weighted Average Exercise Price Outstanding at January 1, 2015 685,984 $ 6.56 Granted 665,560 1.50 Forfeited (154,189 ) 4.72 Expired (89,561 ) 10.57 Outstanding at December 31, 2015 1,107,794 $ 3.45 Exercisable at December 31, 2015 417,968 $ 5.28 |
Schedule of Other Share-based Compensation, Activity | The following table summarizes SARs activity under the Plan during the year ended December 31, 2015 : Number of SARs Weighted Average Exercise Price Outstanding at January 1, 2015 98,333 $ 4.14 Granted — — Forfeited — — Expired — — Outstanding at December 31, 2015 98,333 $ 4.14 Exercisable at December 31, 2015 68,220 $ 4.23 |
FAIR VALUE (Tables)
FAIR VALUE (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | During the year ended December 31, 2015 , 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 Year Ended December 31, 2015 Balance at December 31, 2014 $ 145 Total gains or losses: Recognized in earnings 205 Balance at December 31, 2015 $ 350 |
BUSINESS DESCRIPTION (Details)
BUSINESS DESCRIPTION (Details) $ in Millions | Dec. 29, 2010USD ($) | Mar. 31, 2016USD ($) | Sep. 29, 2015operating_segments | Dec. 31, 2015USD ($)operating_segments |
Subsequent Event [Line Items] | ||||
Proceeds from issuance of common stock and convertible notes | $ 6 | |||
Number of operating segments | operating_segments | 2 | 1 | ||
Working capital | $ 13.7 | |||
Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Proceeds from issuance of common stock and convertible notes | $ 2 |
SUMMARY OF SIGNIFICANT ACCOUN38
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Accounts Receivable) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Allowance for Doubtful Accounts Receivable [Roll Forward] | ||
Beginning Balance | $ 20 | $ 17 |
Provision | 67 | 3 |
Write Offs | 0 | 0 |
Ending Balance | $ 87 | $ 20 |
Accounts receivable, general payment terms | 30 days | |
Accounts receivable, domestic extended payment terms | 90 days | |
Accounts receivable, international extended payment terms greater than | 90 days |
SUMMARY OF SIGNIFICANT ACCOUN39
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Inventories) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Obsolete Inventory [Roll Forward] | ||
Beginning Balance | $ 0 | $ 0 |
Provision | 63 | 0 |
Write Offs | 0 | 0 |
Ending Balance | $ 63 | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUN40
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Property, Plant and Equipment) (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |
Sep. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Property, Plant and Equipment [Line Items] | |||
Depreciation expense | $ 0.2 | $ 0.3 | |
Depreciation expense, capital leases | $ 0.1 | $ 0.1 | |
Impairment charge related to property and equipment | $ 0.8 | ||
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 |
SUMMARY OF SIGNIFICANT ACCOUN41
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Accounting Policies) (Details) $ / shares in Units, $ in Thousands | Jan. 27, 2014$ / shares | Dec. 31, 2015USD ($)$ / shares | Dec. 31, 2015USD ($)$ / sharesshares | Dec. 31, 2014USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Common stock, par value (in usd per share) | $ / shares | [1] | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 |
Common stock reverse stock split, conversion ratio | 0.0833 | ||||
Other current assets | $ 537 | $ 537 | $ 385 | ||
Prepaid expense | 200 | 200 | |||
Unbilled receivables | 100 | 100 | |||
Other receivables | 200 | 200 | |||
Impairment of intangibles | $ 6,200 | ||||
Impairment of goodwill | 6,900 | ||||
Equity awards, contractual term | 10 years | ||||
Deferred revenue | 217 | $ 217 | 298 | ||
Foreign currency translation adjustment | $ (330) | $ (50) | |||
Options, warrants and conversion rights, common stock callable and antidilutive (in shares) | shares | 9,963,886 | 6,613,572 | |||
Minimum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Equity awards, vesting period | 1 year | ||||
Maximum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Equity awards, vesting period | 3 years | ||||
Familion | Minimum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Estimated economic life | 7 years | ||||
Familion | Maximum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Estimated economic life | 15 years | ||||
Pharmacogenomic services | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Deferred revenue | $ 100 | $ 100 | $ 300 | ||
[1] | The common stock shares and additional paid-in capital for all periods presented reflect the one-for-twelve reverse stock split which took effect on January 27, 2014. |
DISCONTINUED OPERATIONS (Narrat
DISCONTINUED OPERATIONS (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Dec. 31, 2015 | Sep. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Nov. 25, 2015 | Sep. 08, 2015 | |
Included in assets held for sale | Genetic Assays and Platforms and Patient Testing | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
(Loss) gain on sale of business | $ (224) | $ 4,114 | ||||
Edge BioSystems, Inc | Genetic Assays And Platforms Business | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Consideration received on assets disposal | $ 2,100 | |||||
(Loss) gain on sale of business | 1,500 | |||||
Edge BioSystems, Inc | Included in assets held for sale | Genetic Assays And Platforms Business | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
(Loss) gain on sale of business | $ 1,500 | |||||
ADSTEC Corporation | Genetic Assays And Platforms Business | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Consideration received on assets disposal | $ 300 | |||||
(Loss) gain on sale of business | $ (1,700) | |||||
ADSTEC Corporation | Included in assets held for sale | Genetic Assays And Platforms Business | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
(Loss) gain on sale of business | $ (1,700) |
DISCONTINUED OPERATIONS (Revenu
DISCONTINUED OPERATIONS (Revenues and Net Income (Loss)) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Loss from discontinued operations | $ (22,816) | $ (3,163) |
Genetic Assays and Platforms and Patient Testing | Included in assets held for sale | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Net sales | 18,584 | 25,843 |
Cost of goods sold | 12,287 | 15,187 |
Gross profit | 6,297 | 10,656 |
Selling, general and administrative expense | 15,187 | 16,761 |
Research and development expense | 408 | 648 |
Impairment of long-lived assets | 13,942 | 0 |
Operating loss from discontinued operations | (23,240) | (6,753) |
(Loss) gain on sale of business | (224) | 4,114 |
Loss from discontinued operations before income taxes | (23,464) | (2,639) |
Income tax (benefit) expense | (648) | 524 |
Loss from discontinued operations | $ (22,816) | $ (3,163) |
DISCONTINUED OPERATIONS (Assets
DISCONTINUED OPERATIONS (Assets and Liabilities of the Discontinued Operations) (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Total current assets | $ 1,987 | $ 26,106 |
Total current liabilities | 264 | 3,838 |
Genetic Assays and Platforms and Patient Testing | Included in assets held for sale | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Accounts receivable, net | 1,905 | 7,161 |
Inventory, net | 0 | 3,005 |
Other current assets | 82 | 806 |
Total current assets | 1,987 | 10,972 |
Property and equipment, net | 0 | 997 |
Goodwill and intangible assets | 0 | 14,131 |
Other assets | 0 | 6 |
Total Assets | 1,987 | 26,106 |
Accounts payable | 0 | 973 |
Accrued compensation | 264 | 752 |
Accrued expenses | 0 | 505 |
Deferred revenue | 0 | 737 |
Total current liabilities | 264 | 2,967 |
Other liabilities | 0 | 871 |
Total Liabilities | $ 264 | $ 3,838 |
DISCONTINUED OPERATIONS (Allowa
DISCONTINUED OPERATIONS (Allowance for Doubtful Accounts) (Details) - Genetic Assays and Platforms and Patient Testing - Included in assets held for sale - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Allowance for doubtful accounts, beginning balance | $ 7,927 | $ 3,821 |
Provision | 9,447 | 6,116 |
Write Offs | (2,710) | (2,010) |
Allowance for doubtful accounts, ending balance | $ 14,664 | $ 7,927 |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Inventory Disclosure [Abstract] | |||
Finished goods | $ 0 | $ 0 | |
Raw materials and work in process | 113 | 0 | |
Demonstration inventory | 0 | 0 | |
Inventory, gross | 113 | 0 | |
Less allowances | (63) | 0 | $ 0 |
Total | $ 50 | $ 0 |
INTANGIBLE ASSETS AND OTHER A47
INTANGIBLE ASSETS AND OTHER ASSETS (Goodwill and Intangible Assets Disclosure) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Sep. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Impairment of long-lived assets | $ 7,000 | ||
Impairment charge related to property and equipment | 800 | ||
Impairment of intangible assets | $ 6,200 | ||
Finite-Lived Intangible Assets, Net [Abstract] | |||
Cost | $ 14,121 | $ 13,551 | |
Accumulated Amortization | 6,786 | 5,672 | |
Impairment Charge | 6,165 | ||
Net Book Value | 1,170 | 7,879 | |
Amortization expense | 100 | 100 | |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |||
Amortization expense, 2016 | 200 | ||
Amortization expense, 2017 | 100 | ||
Amortization expense, 2018 | 100 | ||
Amortization expense, 2019 | 100 | ||
Amortization expense, 2020 | 100 | ||
Acquired technology | |||
Finite-Lived Intangible Assets, Net [Abstract] | |||
Cost | 9,009 | 9,009 | |
Accumulated Amortization | 4,611 | 3,995 | |
Impairment Charge | 4,398 | ||
Net Book Value | $ 0 | 5,014 | |
Acquired technology | Minimum | |||
Finite-Lived Intangible Assets, Net [Abstract] | |||
Estimated Useful Life | 7 years | ||
Acquired technology | Maximum | |||
Finite-Lived Intangible Assets, Net [Abstract] | |||
Estimated Useful Life | 10 years | ||
Assay royalties | |||
Finite-Lived Intangible Assets, Net [Abstract] | |||
Cost | $ 1,434 | 1,434 | |
Accumulated Amortization | 973 | 819 | |
Impairment Charge | 461 | ||
Net Book Value | $ 0 | 615 | |
Estimated Useful Life | 7 years | ||
Third party payor relationships | |||
Finite-Lived Intangible Assets, Net [Abstract] | |||
Cost | $ 367 | 367 | |
Accumulated Amortization | 116 | 98 | |
Impairment Charge | 251 | ||
Net Book Value | $ 0 | 269 | |
Estimated Useful Life | 15 years | ||
Tradenames and trademarks | |||
Finite-Lived Intangible Assets, Net [Abstract] | |||
Cost | $ 824 | 824 | |
Accumulated Amortization | 439 | 351 | |
Impairment Charge | 385 | ||
Net Book Value | $ 0 | 473 | |
Estimated Useful Life | 7 years | ||
Customer relationships | |||
Finite-Lived Intangible Assets, Net [Abstract] | |||
Cost | $ 652 | 652 | |
Accumulated Amortization | 130 | 98 | |
Impairment Charge | 522 | ||
Net Book Value | $ 0 | 554 | |
Estimated Useful Life | 15 years | ||
Covenants not to compete | |||
Finite-Lived Intangible Assets, Net [Abstract] | |||
Cost | $ 184 | 184 | |
Accumulated Amortization | 184 | 138 | |
Impairment Charge | 0 | ||
Net Book Value | $ 0 | 46 | |
Estimated Useful Life | 3 years | ||
Patents | |||
Finite-Lived Intangible Assets, Net [Abstract] | |||
Cost | $ 980 | 815 | |
Accumulated Amortization | 126 | 87 | |
Impairment Charge | 148 | ||
Net Book Value | 706 | 728 | |
Intellectual property | |||
Finite-Lived Intangible Assets, Net [Abstract] | |||
Cost | 671 | 266 | |
Accumulated Amortization | 207 | 86 | |
Impairment Charge | 0 | ||
Net Book Value | $ 464 | 180 | |
Estimated Useful Life | 7 years | ||
Included in assets held for sale | |||
Finite-Lived Intangible Assets, Net [Abstract] | |||
Net Book Value | 7,128 | ||
Included in assets held for sale | Acquired technology | |||
Finite-Lived Intangible Assets, Net [Abstract] | |||
Net Book Value | 5,014 | ||
Included in assets held for sale | Assay royalties | |||
Finite-Lived Intangible Assets, Net [Abstract] | |||
Net Book Value | 615 | ||
Included in assets held for sale | Third party payor relationships | |||
Finite-Lived Intangible Assets, Net [Abstract] | |||
Net Book Value | 269 | ||
Included in assets held for sale | Tradenames and trademarks | |||
Finite-Lived Intangible Assets, Net [Abstract] | |||
Net Book Value | 473 | ||
Included in assets held for sale | Customer relationships | |||
Finite-Lived Intangible Assets, Net [Abstract] | |||
Net Book Value | 554 | ||
Included in assets held for sale | Covenants not to compete | |||
Finite-Lived Intangible Assets, Net [Abstract] | |||
Net Book Value | 46 | ||
Included in assets held for sale | Patents | |||
Finite-Lived Intangible Assets, Net [Abstract] | |||
Net Book Value | 157 | ||
Included in assets held for sale | Intellectual property | |||
Finite-Lived Intangible Assets, Net [Abstract] | |||
Net Book Value | 0 | ||
Included in continuing operations | |||
Finite-Lived Intangible Assets, Net [Abstract] | |||
Net Book Value | 751 | ||
Included in continuing operations | Acquired technology | |||
Finite-Lived Intangible Assets, Net [Abstract] | |||
Net Book Value | 0 | ||
Included in continuing operations | Assay royalties | |||
Finite-Lived Intangible Assets, Net [Abstract] | |||
Net Book Value | 0 | ||
Included in continuing operations | Third party payor relationships | |||
Finite-Lived Intangible Assets, Net [Abstract] | |||
Net Book Value | 0 | ||
Included in continuing operations | Tradenames and trademarks | |||
Finite-Lived Intangible Assets, Net [Abstract] | |||
Net Book Value | 0 | ||
Included in continuing operations | Customer relationships | |||
Finite-Lived Intangible Assets, Net [Abstract] | |||
Net Book Value | 0 | ||
Included in continuing operations | Covenants not to compete | |||
Finite-Lived Intangible Assets, Net [Abstract] | |||
Net Book Value | 0 | ||
Included in continuing operations | Patents | |||
Finite-Lived Intangible Assets, Net [Abstract] | |||
Net Book Value | 571 | ||
Included in continuing operations | Intellectual property | |||
Finite-Lived Intangible Assets, Net [Abstract] | |||
Net Book Value | $ 180 |
DEBT (Narrative) (Details)
DEBT (Narrative) (Details) - USD ($) | Aug. 10, 2015 | Dec. 31, 2014 | Mar. 31, 2016 | Dec. 31, 2015 | Mar. 01, 2015 | Dec. 31, 2014 | Sep. 04, 2015 | Apr. 01, 2015 | Mar. 31, 2015 | Jan. 20, 2015 | Oct. 22, 2014 | Oct. 21, 2014 | Aug. 02, 2013 | Mar. 13, 2013 |
Debt Instrument [Line Items] | ||||||||||||||
Initial prepayment of portion of the loan balance | $ 148,000 | |||||||||||||
Promissory note converted | $ 1,012,000 | $ 0 | ||||||||||||
Line of Credit | Revolving Credit Facility | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Line of credit facility, current borrowing capacity | $ 2,300,000 | $ 3,000,000 | $ 4,000,000 | |||||||||||
Repayments of Long-term Lines of Credit | $ 700,000 | |||||||||||||
Debt instrument, interest rate, stated percentage | 6.25% | 4.25% | ||||||||||||
Line of Credit | Revolving Credit Facility | Third Security LLC And Affiliates | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Line of credit facility, current borrowing capacity | $ 4,000,000 | |||||||||||||
Term Loan | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Capitalized interest costs | $ 400,000 | |||||||||||||
Initial prepayment of portion of the loan balance | $ 148,000 | |||||||||||||
Term Loan | Third Security LLC And Affiliates | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument, face amount | $ 4,000,000 | |||||||||||||
Convertible Promissory Note | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument, face amount | $ 750,000 | $ 750,000 | $ 750,000 | |||||||||||
Debt instrument, interest rate, stated percentage | 6.00% | |||||||||||||
Debt conversion, shares issued | 502,786 | |||||||||||||
Convertible Promissory Note | Subsequent Event | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Promissory note converted | $ 200,000 | |||||||||||||
Convertible Promissory Note | Issuance Date | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Percentage of debt that can be converted into shares of common stock | 50.00% | |||||||||||||
Threshold consecutive trading days | 20 days | |||||||||||||
Conversion price (in usd per share) | $ 2.20 | |||||||||||||
Convertible Promissory Note | February 15, 2015 | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Threshold consecutive trading days | 15 days | |||||||||||||
Conversion price, percentage of average closing price of common stock on the market | 85.00% | |||||||||||||
Additional Note Private Placement | Convertible Promissory Note | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument, face amount | $ 925,000 | |||||||||||||
Promissory note converted | $ 400,000 | |||||||||||||
Debt conversion, shares issued | 281,023 |
DEBT (Summary) (Details)
DEBT (Summary) (Details) - USD ($) $ in Thousands | Aug. 02, 2013 | Mar. 13, 2013 | Dec. 31, 2015 | Apr. 01, 2015 | Mar. 31, 2015 | Dec. 31, 2014 |
Debt Instrument [Line Items] | ||||||
Total debt | $ 7,596 | $ 7,837 | ||||
Current portion of long term debt | (7,596) | (462) | ||||
Long term debt, net of current maturities | 0 | 7,375 | ||||
Initial prepayment of portion of the loan balance | $ 148 | |||||
Line of Credit | Revolving Line | ||||||
Debt Instrument [Line Items] | ||||||
Total debt | $ 3,025 | 3,000 | ||||
Debt instrument, interest rate, stated percentage | 6.25% | 4.25% | ||||
Debt instrument, interest rate, effective percentage | 6.50% | |||||
Line of credit facility, upfront fee | $ 20 | |||||
Line of credit facility, commitment fee amount | $ 20 | |||||
Line of credit facility, unused capacity, commitment fee percentage | 0.50% | |||||
Term Loan | ||||||
Debt Instrument [Line Items] | ||||||
Total debt | $ 4,000 | 4,087 | ||||
Proceeds from issuance of long-term debt | $ 4,000 | |||||
Initial prepayment of portion of the loan balance | $ 148 | |||||
Long-term debt, percentage bearing variable interest, percentage rate | 9.10% | |||||
Debt instrument, upfront fee | 40 | |||||
Debt instrument, future debt extinguishment costs | $ 120 | |||||
Debt instrument, debt default, interest rate, stated percentage increase | 5.00% | |||||
Convertible Promissory Note | ||||||
Debt Instrument [Line Items] | ||||||
Total debt | $ 571 | $ 750 | ||||
Debt instrument, interest rate, stated percentage | 6.00% | |||||
Wall Street Journal Prime Rate | Line of Credit | Revolving Line | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, basis spread on variable rate | 3.00% | 1.00% | ||||
Prepayment between one and two years after the effective date | Term Loan | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, prepayment penalty percent | 1.00% |
DEBT (Maturities) (Details)
DEBT (Maturities) (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Debt Disclosure [Abstract] | ||
2,016 | $ 7,596 | |
Total debt | $ 7,596 | $ 7,837 |
CAPITAL LEASES (Details)
CAPITAL LEASES (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Capital Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | ||
2,016 | $ 3 | |
2,017 | 1 | |
Total minimum lease payments | 4 | |
Less: Amount representing interest | 0 | |
Present value of net minimum lease payments | 4 | |
Depreciation expense (less than .3 million in 2012) | 200 | $ 300 |
Equipment | ||
Capital Leased Assets [Line Items] | ||
Equipment | 828 | 1,514 |
Less: Accumulated amortization | (725) | (997) |
Total | 103 | 517 |
Capital Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | ||
Depreciation expense (less than .3 million in 2012) | $ 200 | $ 300 |
COMMITMENTS AND CONTINGENCIES52
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | ||
2,016 | $ 727 | |
2,017 | 724 | |
2,018 | 711 | |
2,019 | 676 | |
2,020 | 680 | |
thereafter | 388 | |
Total | 3,906 | |
Operating leases, rent expense | 200 | $ 200 |
Firm commitments to vendors | $ 300 |
INCOME TAXES (Effective Income
INCOME TAXES (Effective Income Tax Reconciliation) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | ||
Benefit at federal rate | $ (3,449) | $ (3,665) |
State income taxes—net of federal benefit | (320) | (401) |
Miscellaneous permanent differences | 163 | 223 |
Liability warrants | 70 | (154) |
State, net operating loss expiration/true-up | (187) | (327) |
Other—net | (119) | 2 |
Valuation allowance | 3,842 | 4,322 |
Total income tax expense (benefit) | $ 0 | $ 0 |
INCOME TAXES (Components of Inc
INCOME TAXES (Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Federal: | ||
Current | $ 0 | $ 0 |
Deferred | 0 | 0 |
Total Federal | 0 | 0 |
State: | ||
Current | 0 | 0 |
Deferred | 0 | 0 |
Total State | 0 | 0 |
Foreign: | ||
Current | 0 | 0 |
Deferred | 0 | 0 |
Total Foreign | 0 | 0 |
Total income tax expense (benefit) | $ 0 | $ 0 |
INCOME TAXES (Deferred Tax Asse
INCOME TAXES (Deferred Tax Assets and Liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Deferred Tax Asset: | ||
Net operating loss carryforward | $ 51,449 | $ 46,051 |
Research and development credit carryforwards | 918 | 918 |
Other | 585 | 539 |
Deferred Tax Assets, Gross | 52,952 | 47,508 |
Less valuation allowance | (52,902) | (47,406) |
Deferred Tax Asset | 50 | 102 |
Deferred Tax Liability: | ||
Property and equipment | 50 | 102 |
Deferred Tax Liability | 50 | 102 |
Net Deferred Asset (Liability) | $ 0 | $ 0 |
INCOME TAXES (Summary of Operat
INCOME TAXES (Summary of Operating Loss Carryforwards) (Details) $ in Thousands | Dec. 31, 2015USD ($) |
Income Tax Disclosure [Abstract] | |
2,018 | $ 1,838 |
2,019 | 8,181 |
2,020 | 9,662 |
2,021 | 8,228 |
2,022 | 16,862 |
2,023 | 16,173 |
2,024 | 17,390 |
2,025 | 8,153 |
2,026 | 6,792 |
2,027 | 3,238 |
2,028 | 1,272 |
2,029 | 591 |
2,031 | 2,784 |
2,032 | 8,358 |
2,033 | 12,097 |
2,034 | 7,591 |
2,035 | 13,645 |
Operating loss carryforwards | $ 142,855 |
INCOME TAXES (Narrative) (Detai
INCOME TAXES (Narrative) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Taxes [Line Items] | ||
Operating loss carryforwards | $ 142,855,000 | |
Increase in uncertain tax positions during the period | 100,000 | $ 100,000 |
Reduction in uncertain tax positions during the period | (200,000) | |
Reduction in uncertain tax positions relating to lapse of statute of limitations | 0 | 200,000 |
Other Long-term Liabilities | ||
Income Taxes [Line Items] | ||
Liability for uncertain tax positions, noncurrent | 100,000 | $ 100,000 |
Research and Development Credit Carryforward | ||
Income Taxes [Line Items] | ||
Tax credit carryforward | 900,000 | |
Federal | Annovis, Inc. | ||
Income Taxes [Line Items] | ||
Operating loss carryforwards | 1,200,000 | |
State | ||
Income Taxes [Line Items] | ||
Operating loss carryforwards | 58,800,000 | |
Foreign | ||
Income Taxes [Line Items] | ||
Operating loss carryforwards | $ 900,000 |
EMPLOYEE BENEFIT PLAN (Details)
EMPLOYEE BENEFIT PLAN (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Compensation and Retirement Disclosure [Abstract] | ||
Defined contribution plan, employer matching contribution, percent, first 3% of contributions | 100.00% | |
Defined contribution plan, employer matching contribution, percent of employee's gross pay, first contributions | 3.00% | |
Defined contribution plan, employer matching contribution, percent, next 2% of contributions | 50.00% | |
Defined contribution plan, employer matching contribution, percent of employee's gross pay, next contributions | 2.00% | |
Defined contribution plan, cost recognized | $ 0.4 | $ 0.4 |
STOCKHOLDERS' EQUITY (Common St
STOCKHOLDERS' EQUITY (Common Stock) (Details) | Jul. 07, 2015USD ($)$ / sharesshares | Feb. 27, 2015USD ($)$ / shares$ / unitshares | Oct. 22, 2014USD ($)$ / sharesshares | Mar. 13, 2013shares | Jan. 24, 2013USD ($)$ / sharesshares | Feb. 02, 2012USD ($)$ / sharesshares | Dec. 29, 2010USD ($) | Dec. 31, 2011USD ($) | Dec. 31, 2015USD ($)$ / sharesshares | Dec. 31, 2014USD ($)$ / sharesshares | Jun. 30, 2015$ / sharesshares | Jan. 20, 2015USD ($) | Jan. 15, 2015USD ($)$ / sharesshares | Oct. 21, 2014$ / sharesshares | Mar. 05, 2014$ / sharesshares | Jan. 31, 2013$ / sharesshares | |
Class of Stock [Line Items] | |||||||||||||||||
Common stock, shares authorized | [1] | 150,000,000 | 100,000,000 | ||||||||||||||
Proceeds from issuance of common stock and convertible notes | $ | $ 6,000,000 | ||||||||||||||||
Common stock, shares issued | [1] | 13,915,691 | 8,084,471 | ||||||||||||||
Common stock warrant, common stock called (in shares) | 2,188,177 | 1,881,396 | 1,309,785 | 691,656 | 948,333 | 1,387,685 | 1,387,685 | 1,881,396 | 1,483,161 | 1,212,665 | 1,097,600 | ||||||
Common stock warrant, exercise price (in usd per share) | $ / shares | $ 6.50 | $ 7.56 | $ 10.86 | $ 15 | $ 10.25 | $ 10.25 | $ 7.56 | $ 9.59 | $ 11.73 | $ 12.96 | |||||||
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, net, shares | 1,500,000 | 1,383,333 | |||||||||||||||
Share price (in usd per share) | $ / shares | $ 1.42 | $ 6 | $ 1.07 | ||||||||||||||
Private placement, net | $ | $ 8,300,000 | $ 8,970,000 | $ 2,361,000 | ||||||||||||||
Class of warrant or right, number of securities called by warrants or rights, price per share (in usd per share) | $ / shares | $ 9 | ||||||||||||||||
Proceeds from issuance of common stock and warrants | $ | $ 3,000,000 | ||||||||||||||||
Common stock warrants term | 5 years | ||||||||||||||||
Third Security LLC And Affiliates | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Common stock warrant, common stock called (in shares) | 1,212,665 | 1,097,600 | |||||||||||||||
Common stock warrant, exercise price (in usd per share) | $ / shares | $ 11.73 | $ 12.96 | |||||||||||||||
Convertible notes, warrants callable (in shares) | 125,000 | ||||||||||||||||
Affiliates of Third Security, LLC; January 2018 | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Common stock warrant, common stock called (in shares) | 250,000 | ||||||||||||||||
Common stock warrant, exercise price (in usd per share) | $ / shares | $ 9 | ||||||||||||||||
Private placement, net, shares | 500,000 | ||||||||||||||||
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 usd per share) | $ / shares | $ 12 | ||||||||||||||||
Common stock warrant, common stock called (in shares) | 365,388 | ||||||||||||||||
Common stock warrant, exercise price (in usd per share) | $ / shares | $ 4 | ||||||||||||||||
Private placement, net, shares | 730,776 | ||||||||||||||||
Share price (in usd per share) | $ / shares | $ 3.25 | ||||||||||||||||
Private placement, net | $ | $ 2,375,000 | ||||||||||||||||
Common stock warrants term | 5 years | ||||||||||||||||
Private Placement | Advisor | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Common stock warrant, common stock called (in shares) | 9,230 | ||||||||||||||||
Maximum | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Common stock warrant, common stock called (in shares) | 823,333 | ||||||||||||||||
Convertible Promissory Note | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Debt instrument, face amount | $ | $ 750,000 | $ 750,000 | |||||||||||||||
Convertible Promissory Note | Additional Note Private Placement | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Debt instrument, face amount | $ | $ 925,000 | ||||||||||||||||
Craig-Hallum Capital Group LLC | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Common stock warrant, exercise price (in usd per share) | $ / shares | $ 1.66 | ||||||||||||||||
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 | ||||||||||||||||
Common stock warrants term | 5 years | ||||||||||||||||
Craig-Hallum Capital Group LLC | Two Thousand Fifteen Offering | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Common stock warrant, common stock called (in shares) | 714,780 | ||||||||||||||||
Common stock warrant, exercise price (in usd per share) | $ / shares | $ 2.24 | ||||||||||||||||
Private placement, net, shares | 3,573,899 | ||||||||||||||||
Number of shares that can be purchased for each warrant | 0.20 | ||||||||||||||||
Purchase price to the public (in usd per unit) | $ / unit | 1.95 | ||||||||||||||||
Purchase price of stock and warrants (in usd per unit) | $ / unit | 1.8135 | ||||||||||||||||
Net proceeds from the offering | $ | $ 6,200,000 | ||||||||||||||||
Craig-Hallum Capital Group LLC | Convertible Promissory Note | Additional Note Private Placement | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Debt instrument, face amount | $ | $ 46,250 | ||||||||||||||||
Percentage of proceeds from sale and issuance of the Additional Notes | 5.00% | ||||||||||||||||
Series A Warrants | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Common stock warrants term | 5 years 6 months | ||||||||||||||||
Third Security LLC And Affiliates | Private Placement | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Convertible notes, common stock callable (in shares) | 250,000 | ||||||||||||||||
Series B Warrants | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Common stock warrant, exercise price (in usd per share) | $ / shares | $ 0.01 | ||||||||||||||||
Share price (in usd per share) | $ / shares | $ 1.42 | ||||||||||||||||
Common stock warrants term | 5 years 6 months | ||||||||||||||||
Series B Warrants | Maximum | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Common stock warrant, common stock called (in shares) | 700,000 | ||||||||||||||||
Series A and Series B Warrants | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Common stock warrant, exercise price (in usd per share) | $ / shares | $ 1.66 | ||||||||||||||||
Series A and Series B Warrants | Maximum | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Common stock warrant, common stock called (in shares) | 1,200,000 | ||||||||||||||||
[1] | The common stock shares and additional paid-in capital for all periods presented reflect the one-for-twelve reverse stock split which took effect on January 27, 2014. |
STOCKHOLDERS' EQUITY (Common 60
STOCKHOLDERS' EQUITY (Common Stock Warrants) (Details) - $ / shares | 12 Months Ended | |||||||||
Dec. 31, 2015 | Dec. 31, 2014 | Jul. 07, 2015 | Jun. 30, 2015 | Feb. 27, 2015 | Jan. 15, 2015 | Oct. 22, 2014 | Oct. 21, 2014 | Jan. 31, 2013 | Feb. 02, 2012 | |
Class of Stock [Line Items] | ||||||||||
Common stock warrants issued (in shares) | 3,466,841 | 664,703 | ||||||||
Warrants to purchase shares of common stock expired | 431,027 | |||||||||
Underlying Shares | 5,920,799 | |||||||||
Exercise Price (in usd per share) | $ 10.25 | $ 10.25 | $ 6.50 | $ 7.56 | $ 7.56 | $ 9.59 | $ 10.86 | $ 11.73 | $ 12.96 | $ 15 |
Various Institutional Holders; February 2017 | ||||||||||
Class of Stock [Line Items] | ||||||||||
Underlying Shares | 1,899,729 | |||||||||
Exercise Price (in usd per share) | $ 6.50 | |||||||||
Affiliates of Third Security, LLC; February 2017 | ||||||||||
Class of Stock [Line Items] | ||||||||||
Underlying Shares | 288,448 | |||||||||
Exercise Price (in usd per share) | $ 6.50 | |||||||||
Various Institutional Holders; January 2018 | ||||||||||
Class of Stock [Line Items] | ||||||||||
Underlying Shares | 441,655 | |||||||||
Exercise Price (in usd per share) | $ 9 | |||||||||
Affiliates of Third Security, LLC; January 2018 | ||||||||||
Class of Stock [Line Items] | ||||||||||
Underlying Shares | 250,000 | |||||||||
Exercise Price (in usd per share) | $ 9 | |||||||||
Various Institutional Holders; April 2020 | ||||||||||
Class of Stock [Line Items] | ||||||||||
Underlying Shares | 374,618 | |||||||||
Exercise Price (in usd per share) | $ 4 | |||||||||
Various Institutional Holders; February 2020 | ||||||||||
Class of Stock [Line Items] | ||||||||||
Underlying Shares | 714,780 | |||||||||
Exercise Price (in usd per share) | $ 2.24 | |||||||||
Various Institutional Holders; December 2020 | ||||||||||
Class of Stock [Line Items] | ||||||||||
Underlying Shares | 1,284,405 | |||||||||
Exercise Price (in usd per share) | $ 1.66 | |||||||||
Various Institutional Holders; December 2020 | ||||||||||
Class of Stock [Line Items] | ||||||||||
Underlying Shares | 667,164 | |||||||||
Exercise Price (in usd per share) | $ 0.01 | |||||||||
Private Placement, Repricing Requirements | ||||||||||
Class of Stock [Line Items] | ||||||||||
Common stock warrants issued (in shares) | 290,085 | |||||||||
Private Placement | ||||||||||
Class of Stock [Line Items] | ||||||||||
Common stock warrants issued (in shares) | 800,492 | |||||||||
Exercise Price (in usd per share) | $ 4 | |||||||||
Offering | ||||||||||
Class of Stock [Line Items] | ||||||||||
Common stock warrants issued (in shares) | 2,666,349 |
STOCKHOLDERS' EQUITY (Preferred
STOCKHOLDERS' EQUITY (Preferred Stock Series A) (Details) | Jul. 07, 2015$ / sharesshares | Jan. 24, 2013shares | Feb. 02, 2012USD ($)$ / shares | Dec. 29, 2010USD ($)$ / sharesshares | Jan. 31, 2014 | Nov. 30, 2011USD ($) | Dec. 31, 2015Director$ / sharesshares | Dec. 31, 2014$ / sharesshares | Dec. 31, 2013 | Jun. 30, 2015$ / shares | Feb. 27, 2015$ / shares | Jan. 15, 2015$ / shares | Oct. 22, 2014$ / shares | Oct. 21, 2014$ / shares | Jan. 31, 2013$ / shares | |
Class of Stock [Line Items] | ||||||||||||||||
Preferred stock, shares authorized | 15,000,000 | 15,000,000 | ||||||||||||||
Private placement, net, shares | 1,500,000 | 1,383,333 | ||||||||||||||
Common stock warrant, exercise price (in usd per share) | $ / shares | $ 6.50 | $ 15 | $ 10.25 | $ 10.25 | $ 7.56 | $ 7.56 | $ 9.59 | $ 10.86 | $ 11.73 | $ 12.96 | ||||||
Proceeds from issuance of common stock and convertible notes | $ | $ 6,000,000 | |||||||||||||||
Stock issuance costs | $ | $ 1,330,000 | |||||||||||||||
Minimum | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Number of directors | Director | 2 | |||||||||||||||
Common Stock | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Private placement, net, shares | [1] | 5,047,411 | 730,776 | |||||||||||||
Preferred stock revaluation | $ | $ 300,000 | |||||||||||||||
Series A Preferred Stock | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Common stock warrant, exercise price (in usd per share) | $ / shares | $ 2.32 | |||||||||||||||
Convertible notes, common stock callable (in shares) | 1,293,102 | |||||||||||||||
Stock issuance costs | $ | $ 200,000 | |||||||||||||||
Series A Preferred Stock | Preferred Stock | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Conversion ratio | 0.3333 | 4 | ||||||||||||||
Preferred stock, shares authorized | 3,879,307 | |||||||||||||||
Private placement, net, shares | 2,586,205 | |||||||||||||||
Common stock warrant, exercise price (in usd per share) | $ / shares | $ 2.32 | |||||||||||||||
Preferred stock, dividend rate, percentage | 10.00% | |||||||||||||||
Preferred stock, dividend rate, compound percentage maximum | 50.00% | |||||||||||||||
[1] | The common stock shares and additional paid-in capital for all periods presented reflect the one-for-twelve reverse stock split which took effect on January 27, 2014. |
STOCKHOLDERS' EQUITY (Preferr62
STOCKHOLDERS' EQUITY (Preferred Stock Series B) (Details) $ / shares in Units, $ in Thousands | Jul. 07, 2015$ / sharesshares | Mar. 05, 2014USD ($)$ / sharesshares | Jan. 24, 2013USD ($)$ / sharesshares | Dec. 31, 2015USD ($)$ / sharesshares | Dec. 31, 2014USD ($)$ / sharesshares | Jun. 30, 2015$ / sharesshares | Feb. 27, 2015$ / sharesshares | Jan. 15, 2015$ / sharesshares | Oct. 22, 2014$ / sharesshares | Oct. 21, 2014$ / sharesshares | Jan. 31, 2013$ / sharesshares | Feb. 02, 2012$ / sharesshares |
Class of Stock [Line Items] | ||||||||||||
Private placement, net, shares | shares | 1,500,000 | 1,383,333 | ||||||||||
Preferred stock, par value (in usd per share) | $ 0.01 | $ 0.01 | ||||||||||
Share price (in usd per share) | $ 1.42 | $ 6 | $ 1.07 | |||||||||
Private placement, net | $ | $ 8,300 | $ 8,970 | $ 2,361 | |||||||||
Common stock warrant, exercise price (in usd per share) | $ 6.50 | $ 10.25 | $ 10.25 | $ 7.56 | $ 7.56 | $ 9.59 | $ 10.86 | $ 11.73 | $ 12.96 | $ 15 | ||
Common stock warrant, common stock called (in shares) | shares | 2,188,177 | 691,656 | 1,387,685 | 1,387,685 | 1,881,396 | 1,881,396 | 1,483,161 | 1,309,785 | 1,212,665 | 1,097,600 | 948,333 | |
Third Security LLC And Affiliates | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Common stock warrant, exercise price (in usd per share) | $ 11.73 | $ 12.96 | ||||||||||
Common stock warrant, common stock called (in shares) | shares | 1,212,665 | 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 usd per share) | $ 0.01 | |||||||||||
Share price (in usd per share) | $ 4.85 | |||||||||||
Private placement, net | $ | $ 7,000 | |||||||||||
Conversion ratio | 1 |
STOCKHOLDERS' EQUITY (Preferr63
STOCKHOLDERS' EQUITY (Preferred Stock Dividends) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Class of Stock [Line Items] | ||
Accrued preferred stock dividend | $ 0 | $ 3,130 |
Reversal of dividends on preferred stock | 3,130 | |
Cumulative undeclared dividends | 4,400 | 3,100 |
Preferred Stock | ||
Class of Stock [Line Items] | ||
Accrued preferred stock dividend | $ 3,100 | |
Accumulated Deficit | ||
Class of Stock [Line Items] | ||
Reversal of dividends on preferred stock | $ 3,130 |
EQUITY INCENTIVE PLAN (Narrativ
EQUITY INCENTIVE PLAN (Narrative) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation, unrecognized compensation expense related to unvested stock options | $ 400,000 | |
Share-based compensation, weighted average period that unrecognized compensation expense related to unvested stock options is recognized | 1 year 3 months 1 day | |
Number of outstanding options vested or expected to vest (in shares) | 945,685 | |
Selling, general and administrative expenses | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | $ 600,000 | $ 900,000 |
Stock Appreciation Rights (SARs) | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock options, fair value assumptions, dividend yield | 0.00% | |
Outstanding SARs (in shares) | 98,333 | 98,333 |
Weighted average exercise price of SARs (in usd per share) | $ 4.14 | $ 4.14 |
Intrinsic value | $ 0 | |
Weighted average remaining contractual terms | 7 years 11 months | |
Number of shares exercisable | 68,220 | |
Exercises in period (in shares) | 0 | 0 |
Stock Appreciation Rights (SARs) | Accrued expenses | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | $ 100,000 | |
Stock Appreciation Rights (SARs) | Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock options, fair value assumptions, risk free interest rate | 1.32% | |
Stock options, fair value assumptions, expected life | 4 years | |
Stock options, fair value assumptions, historical volatility rate | 83.00% | |
Stock Appreciation Rights (SARs) | Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock options, fair value assumptions, risk free interest rate | 1.91% | |
Stock options, fair value assumptions, expected life | 6 years | |
Stock options, fair value assumptions, historical volatility rate | 86.00% | |
Stock Options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock options, fair value assumptions, dividend yield | 0.00% | |
Stock options, grants in period, weighted average grant date fair value | $ 0.96 | $ 3.51 |
Weighted average exercise price (in usd per share) | $ 3.45 | $ 6.56 |
Stock options, outstanding, aggregate intrinsic value | $ 0 | |
Remaining weighted average contractual life | 8 years 6 months 1 day | |
Options exercisable (in shares) | 417,968 | |
Options exercisable, weighted average exercise price (in usd per share) | $ 5.28 | |
Stock options, exercisable, aggregate intrinsic value | $ 0 | |
Stock options, remaining weighted-average contractual life | 7 years 10 months | |
Stock options, exercised (in shares) | 0 | 0 |
Stock options vested in current year, fair value | $ 800,000 | $ 600,000 |
Stock Options | Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock options, fair value assumptions, risk free interest rate | 1.50% | |
Stock options, fair value assumptions, expected life | 4 years | |
Stock options, fair value assumptions, historical volatility rate | 82.00% | |
Stock Options | Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock options, fair value assumptions, risk free interest rate | 1.74% | |
Stock options, fair value assumptions, expected life | 5 years | |
Stock options, fair value assumptions, historical volatility rate | 105.00% | |
Equity incentive plan 2006 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation, number of shares authorized | 1,666,666 | |
Share-based compensation, award expiration period | 10 years | |
Equity incentive plan 2006 | Restricted Stock, Restricted Stock Units, Performance Units, Performance Shares And Other Awards | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation, number of shares authorized | 1,250,000 |
EQUITY INCENTIVE PLAN (Stock Op
EQUITY INCENTIVE PLAN (Stock Option Activity) (Details) - Stock Options | 12 Months Ended |
Dec. 31, 2015$ / sharesshares | |
Number of Options | |
Balance at beginning of period (in shares) | shares | 685,984 |
Granted (in shares) | shares | 665,560 |
Forfeited (in shares) | shares | (154,189) |
Expired (in shares) | shares | (89,561) |
Balance at end of period (in shares) | shares | 1,107,794 |
Exercisable at end of period (in shares) | shares | 417,968 |
Weighted Average Exercise Price | |
Balance at beginning of period (in usd per share) | $ / shares | $ 6.56 |
Granted (in usd per share) | $ / shares | 1.50 |
Forfeited (in usd per share) | $ / shares | 4.72 |
Expired (in usd per share) | $ / shares | 10.57 |
Balance at end of period (in usd per share) | $ / shares | 3.45 |
Exercisable at end of period (in usd per share) | $ / shares | $ 5.28 |
EQUITY INCENTIVE PLAN (Stock Ap
EQUITY INCENTIVE PLAN (Stock Appreciation Rights) (Details) - Stock Appreciation Rights (SARs) | 12 Months Ended |
Dec. 31, 2015$ / sharesshares | |
Number of SARs | |
Balance at beginning of period (in shares) | shares | 98,333 |
Granted (in shares) | shares | 0 |
Forfeited (in shares) | shares | 0 |
Expired (in shares) | shares | 0 |
Balance at end of period (in shares) | shares | 98,333 |
Exercisable at end of period (in shares) | shares | 68,220 |
Weighted Average Exercise Price | |
Balance at beginning of period (in usd per share) | $ / shares | $ 4.14 |
Granted (in usd per share) | $ / shares | 0 |
Forfeited (in usd per share) | $ / shares | 0 |
Expired (in usd per share) | $ / shares | 0 |
Balance at end of period (in usd per share) | $ / shares | 4.14 |
Exercisable at end of period (in usd per share) | $ / shares | $ 4.23 |
FAIR VALUE (Details)
FAIR VALUE (Details) $ / shares in Units, $ in Thousands | Sep. 30, 2015shares | Dec. 31, 2015USD ($)simulation$ / sharesshares | Dec. 31, 2014USD ($)shares | Jul. 07, 2015$ / shares | Jan. 24, 2013$ / shares |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||
Common stock warrants issued (in shares) | shares | 3,466,841 | 664,703 | |||
Share price (in usd per share) | $ / shares | $ 1.07 | $ 1.42 | $ 6 | ||
Stock options, fair value assumptions, expected life | 1 year 1 month 8 days | ||||
Volatility | 104.00% | ||||
Risk-free interest rate | 0.69% | ||||
Term of U.S. treasury bond | 1 year | ||||
Percentage of simulated equity values below the down-round financing cut-off point | 100.00% | ||||
Number of independent simulations | simulation | 10 | ||||
Simulation period | 6 months | ||||
Liability | |||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||
Common stock warrants issued (in shares) | shares | 2,200,000 | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||||
Beginning balance | $ 145 | ||||
Total gains or losses | |||||
Recognized in earnings | (205) | ||||
Ending balance | $ 350 | $ 145 |
OPERATING SEGMENT AND GEOGRAP68
OPERATING SEGMENT AND GEOGRAPHIC INFORMATION (Details) - operating_segments | 9 Months Ended | 12 Months Ended |
Sep. 29, 2015 | Dec. 31, 2015 | |
Segment Reporting [Abstract] | ||
Number of operating segments | 2 | 1 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) | Jan. 06, 2016 | Jul. 07, 2015 | Jan. 24, 2013 | Feb. 02, 2012 | Dec. 29, 2010 | Mar. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Jun. 30, 2015 | Feb. 27, 2015 | Jan. 15, 2015 | Oct. 22, 2014 | Oct. 21, 2014 | Jan. 27, 2014 | Jan. 31, 2013 | |
Subsequent Event [Line Items] | ||||||||||||||||
Preferred stock, par value (in usd per share) | $ 0.01 | $ 0.01 | ||||||||||||||
Common stock, par value (in usd per share) | [1] | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||||||
Preferred stock, shares outstanding | 4,029,502 | 4,029,502 | ||||||||||||||
Number of common stock issued to Preferred Holders | 1,500,000 | 1,383,333 | ||||||||||||||
Promissory note converted | $ 1,012,000 | $ 0 | ||||||||||||||
Preferred stock, shares issued | 4,029,502 | 4,029,502 | ||||||||||||||
Common stock warrant, common stock called (in shares) | 2,188,177 | 691,656 | 948,333 | 1,387,685 | 1,387,685 | 1,881,396 | 1,881,396 | 1,483,161 | 1,309,785 | 1,212,665 | 1,097,600 | |||||
Common stock warrant, exercise price (in usd per share) | $ 6.50 | $ 15 | $ 10.25 | $ 10.25 | $ 7.56 | $ 7.56 | $ 9.59 | $ 10.86 | $ 11.73 | $ 12.96 | ||||||
Share price (in usd per share) | 1.42 | $ 6 | $ 1.07 | |||||||||||||
Stock issuance costs | $ 1,330,000 | |||||||||||||||
Payments of stock issuance costs, percentage of gross offering proceeds | 7.00% | |||||||||||||||
Common stock warrants term | 5 years | |||||||||||||||
Payments of stock issuance costs, warrant right to purchase common stock shares | 31,666 | |||||||||||||||
Stock issuance costs, reimbursable expenses | $ 125,000 | |||||||||||||||
Subsequent Event | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Common stock, par value (in usd per share) | $ 0.01 | |||||||||||||||
Number of common stock issued pursuant to the accrued and unpaid dividends on preferred stocks | 4,474,825 | |||||||||||||||
Number of common stock issued to Preferred Holders | 6,780,179 | |||||||||||||||
Series A Preferred Stock | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Preferred stock, shares outstanding | 2,586,205 | |||||||||||||||
Common stock warrant, exercise price (in usd per share) | $ 2.32 | |||||||||||||||
Stock issuance costs | $ 200,000 | |||||||||||||||
Series A Preferred Stock | Subsequent Event | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Preferred stock, par value (in usd per share) | $ 0.01 | |||||||||||||||
Preferred stock dividends rate per share of common stock (in dollars per share) | $ 1 | |||||||||||||||
Conversion ratio | 0.3333 | |||||||||||||||
Preferred stock, shares outstanding | 0 | |||||||||||||||
Shares of common stock issued from preferred stock conversion | 862,057 | |||||||||||||||
Amount of preferred stock accrued and unpaid dividends | $ 3,681,591.90 | |||||||||||||||
Number of common stock issued pursuant to the accrued and unpaid dividends on preferred stocks | 3,681,590 | |||||||||||||||
Series A-1 Convertible Preferred Stock and Warrants | Subsequent Event | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Proceeds from issuance of convertible preferred stock | $ 2,200,000 | |||||||||||||||
Shares issued, price per share | $ 0.93 | |||||||||||||||
Series B Preferred Stock | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Preferred stock, shares outstanding | 1,443,297 | |||||||||||||||
Series B Preferred Stock | Subsequent Event | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Preferred stock, par value (in usd per share) | 0.01 | |||||||||||||||
Preferred stock dividends rate per share of common stock (in dollars per share) | $ 1 | |||||||||||||||
Conversion ratio | 1 | |||||||||||||||
Preferred stock, shares outstanding | 0 | |||||||||||||||
Shares of common stock issued from preferred stock conversion | 1,443,297 | |||||||||||||||
Amount of preferred stock accrued and unpaid dividends | $ 793,236.17 | |||||||||||||||
Number of common stock issued pursuant to the accrued and unpaid dividends on preferred stocks | 793,235 | |||||||||||||||
Series A-1 Convertible Preferred Stock | Subsequent Event | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Preferred stock, par value (in usd per share) | $ 0.01 | |||||||||||||||
Conversion ratio | 1 | |||||||||||||||
Preferred stock, shares issued | 2,365,243 | |||||||||||||||
Number of preferred shares per one vote | 1.075269 | |||||||||||||||
Common Stock | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Number of common stock issued to Preferred Holders | [2] | 5,047,411 | 730,776 | |||||||||||||
Common Stock | Subsequent Event | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Shares of common stock issued from preferred stock conversion | 2,305,354 | |||||||||||||||
Convertible Promissory Note | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Debt instrument, face amount | $ 750,000 | $ 750,000 | ||||||||||||||
Convertible Promissory Note | Subsequent Event | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Promissory note converted | $ 200,000 | |||||||||||||||
Maximum | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Common stock warrant, common stock called (in shares) | 823,333 | |||||||||||||||
Craig-Hallum Capital Group LLC | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Common stock warrant, exercise price (in usd per share) | $ 1.66 | |||||||||||||||
Stock issuance costs | $ 212,783 | |||||||||||||||
Payments of stock issuance costs, percentage of gross offering proceeds | 7.00% | |||||||||||||||
Common stock warrants term | 5 years | |||||||||||||||
Payments of stock issuance costs, warrant right to purchase common stock shares | 107,033 | |||||||||||||||
Stock issuance costs, reimbursable expenses | $ 50,000 | |||||||||||||||
Craig-Hallum Capital Group LLC | Subsequent Event | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Common stock warrant, exercise price (in usd per share) | $ 1.21 | |||||||||||||||
Stock issuance costs | $ 140,000 | |||||||||||||||
Payments of stock issuance costs, percentage of gross offering proceeds | 7.00% | |||||||||||||||
Proceeds from issuance of warrants | $ 50 | |||||||||||||||
Common stock warrants term | 5 years | |||||||||||||||
Payments of stock issuance costs, warrant right to purchase common stock shares | 107,527 | |||||||||||||||
Stock issuance costs, reimbursable expenses | $ 50,000 | |||||||||||||||
Series A-1 Warrant | Subsequent Event | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Common stock warrant, common stock called (in shares) | 1,773,929 | |||||||||||||||
Period in which warrants can be exercised | 5 years | |||||||||||||||
Common stock warrant, exercise price (in usd per share) | $ 1.21 | |||||||||||||||
Warrants aggregate exchange amount | $ 1,436,882 | |||||||||||||||
Warrant exercise period not subject to cash payment to Warrant holder | 90 days | |||||||||||||||
Warrant exchange price calculation threshold | $ 0.50 | |||||||||||||||
Series A-1 Warrant | Maximum | Subsequent Event | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Common stock warrant, common stock called (in shares) | 2,873,765 | |||||||||||||||
Series A-1 Warrant | Pro Forma | Subsequent Event | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Warrants aggregate exchange amount | $ 1,436,882 | |||||||||||||||
Share price (in usd per share) | $ 0.25 | |||||||||||||||
Payments for additional shares beyond the Required Approvals shares | $ 718,441 | |||||||||||||||
Series A-1 Warrant | Pro Forma | Maximum | Subsequent Event | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Common stock warrant, common stock called (in shares) | 2,873,765 | |||||||||||||||
Series A Warrants | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Common stock warrants term | 5 years 6 months | |||||||||||||||
Series A Warrants | Subsequent Event | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Warrants aggregate exchange amount | $ 941,197 | |||||||||||||||
Warrant exercise period not subject to cash payment to Warrant holder | 90 days | |||||||||||||||
Warrant exchange price calculation threshold | $ 0.50 | |||||||||||||||
Series A Warrants | Maximum | Subsequent Event | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Common stock warrant, common stock called (in shares) | 1,161,972 | |||||||||||||||
Series A Warrants | Pro Forma | Subsequent Event | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Warrants aggregate exchange amount | $ 941,197 | |||||||||||||||
Share price (in usd per share) | $ 0.25 | |||||||||||||||
Payments for additional shares beyond the Required Approvals shares | $ 470,599 | |||||||||||||||
Series A Warrant, Cashless Exchange | Maximum | Subsequent Event | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Common stock warrant, common stock called (in shares) | 1,882,395 | |||||||||||||||
Series A Warrant, Cashless Exchange | Pro Forma | Maximum | Subsequent Event | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Common stock warrant, common stock called (in shares) | 1,882,395 | |||||||||||||||
[1] | The common stock shares and additional paid-in capital for all periods presented reflect the one-for-twelve reverse stock split which took effect on January 27, 2014. | |||||||||||||||
[2] | The common stock shares and additional paid-in capital for all periods presented reflect the one-for-twelve reverse stock split which took effect on January 27, 2014. |