DOCUMENT_AND_ENTITY_INFORMATIO
DOCUMENT AND ENTITY INFORMATION (USD $) | 12 Months Ended | ||
In Millions, except Share data, unless otherwise specified | Dec. 31, 2013 | Mar. 24, 2014 | Jun. 30, 2013 |
Entity Information [Line Items] | ' | ' | ' |
Entity Registrant Name | 'TRANSGENOMIC INC | ' | ' |
Entity Central Index Key | '0001043961 | ' | ' |
Current Fiscal Year End Date | '--12-31 | ' | ' |
Entity Filer Category | 'Accelerated Filer | ' | ' |
Document Type | '10-K | ' | ' |
Document Period End Date | 31-Dec-13 | ' | ' |
Document Fiscal Year Focus | '2013 | ' | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
Amendment Flag | 'false | ' | ' |
Entity Common Stock, Shares Outstanding | ' | 7,353,695 | ' |
Entity Well-known Seasoned Issuer | 'No | ' | ' |
Entity Voluntary Filers | 'No | ' | ' |
Entity Current Reporting Status | 'Yes | ' | ' |
Entity Public Float | ' | ' | $35.30 |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | ||
In Thousands, unless otherwise specified | ||||
CURRENT ASSETS: | ' | ' | ||
Cash and cash equivalents | $1,626 | $4,497 | ||
Accounts receivable (net of allowances for doubtful accounts of $3,838 and $2,171, respectively) | 5,314 | 8,081 | ||
Inventories (net of allowances of $799 and $616, respectively) | 3,957 | 5,092 | ||
Other current assets | 938 | 1,047 | ||
Total current assets | 11,835 | 18,717 | ||
PROPERTY AND EQUIPMENT: | ' | ' | ||
Equipment | 11,255 | 10,682 | ||
Furniture, fixtures & leasehold improvements | 3,874 | 3,848 | ||
Property, plant and equipment, gross | 15,129 | 14,530 | ||
Less: accumulated depreciation | -13,126 | -12,340 | ||
Property, plant and equipment, net | 2,003 | 2,190 | ||
OTHER ASSETS: | ' | ' | ||
Goodwill | 6,918 | 6,918 | ||
Intangibles (net of accumulated amortization of $4,598 and $2,805, respectively) | 9,195 | 10,764 | ||
Other assets | 327 | 202 | ||
Assets | 30,278 | 38,791 | ||
CURRENT LIABILITIES: | ' | ' | ||
Accounts payable | 2,860 | 2,052 | ||
Accrued compensation | 1,330 | 1,121 | ||
Current maturities of long term debt | 242 | 6,171 | ||
Accrued expenses | 2,037 | 3,686 | ||
Deferred revenue | 1,088 | 1,171 | ||
Other current liabilities | 1,068 | 1,067 | ||
Total current liabilities | 8,625 | 15,268 | ||
LONG TERM LIABILITIES: | ' | ' | ||
Long term debt less current maturities | 6,318 | 0 | ||
Common stock warrant liability | 600 | 900 | ||
Other long-term liabilities | 1,303 | 1,089 | ||
Accrued preferred stock dividend | 1,986 | 1,260 | ||
Total liabilities | 18,832 | 18,517 | ||
STOCKHOLDERS’ EQUITY: | ' | ' | ||
Series A preferred stock, $.01 par value, 15,000,000 shares authorized, 2,586,205 shares issued and outstanding, respectively | 26 | 26 | ||
Common stock, $.01 par value, 150,000,000 shares authorized, 7,353,695 and 5,970,477 shares issued and outstanding, respectively | 73 | [1] | 64 | [1] |
Additional paid-in capital | 179,459 | [1] | 171,538 | [1] |
Accumulated other comprehensive income | 390 | 435 | ||
Accumulated deficit | -168,502 | -151,789 | ||
Total stockholders’ equity | 11,446 | 20,274 | ||
Liabilities and equity | $30,278 | $38,791 | ||
[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_PA
CONSOLIDATED BALANCE SHEETS PARENTHETICALS (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | ||
In Thousands, except Share data, unless otherwise specified | ||||
Allowances for bad debt | $3,838 | $2,171 | ||
Allowances for obsolescence | 799 | 616 | ||
Accumulated Amortization On Intangibles | $4,598 | $2,805 | ||
STOCKHOLDERS’ EQUITY: | ' | ' | ||
Common stock, par value | $0.01 | [1] | $0.01 | [1] |
Common stock, shares authorized | 150,000,000 | [1] | 100,000,000 | [1] |
Common stock, shares issued | 7,353,695 | [1] | 5,970,477 | [1] |
Common stock, shares outstanding | 7,353,695 | [1] | 5,970,477 | [1] |
Preferred stock, par value | $0.01 | $0.01 | ||
Preferred stock, shares authorized | 15,000,000 | 15,000,000 | ||
Preferred stock, shares issued | 2,586,205 | 2,586,205 | ||
Preferred stock, shares outstanding | 2,586,205 | 2,586,205 | ||
[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_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 12 Months Ended | |||||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |||
Income Statement [Abstract] | ' | ' | ' | |||
NET SALES | $27,544 | $31,480 | $31,971 | |||
COST OF GOODS SOLD | 15,048 | 16,470 | 13,534 | |||
Gross profit | 12,496 | 15,010 | 18,437 | |||
OPERATING EXPENSES: | ' | ' | ' | |||
Selling, general and administrative | 25,043 | 22,023 | 19,150 | |||
Research and development | 3,212 | 2,491 | 2,218 | |||
Restructuring charges | 0 | 0 | 41 | |||
Operating Expenses | 28,255 | 24,514 | 21,409 | |||
LOSS FROM OPERATIONS | -15,759 | -9,504 | -2,972 | |||
OTHER INCOME (EXPENSE): | ' | ' | ' | |||
Interest expense, net | -642 | -888 | -958 | |||
Expense on preferred stock | 0 | 0 | -6,066 | |||
Warrant revaluation | 300 | 2,200 | 0 | |||
Other, net | 60 | 11 | 259 | |||
Other Income (Expense) | -282 | 1,323 | -6,765 | |||
LOSS BEFORE INCOME TAXES | -16,041 | -8,181 | -9,737 | |||
INCOME TAX (BENEFIT)EXPENSE | -54 | 146 | 45 | |||
NET LOSS | -15,987 | -8,327 | -9,782 | |||
PREFERRED STOCK DIVIDENDS AND ACCRETION | -726 | -660 | -1,010 | |||
NET LOSS AVAILABLE TO COMMON STOCKHOLDERS | ($16,713) | ($8,987) | ($10,792) | |||
BASIC AND DILUTED LOSS PER COMMON SHARE (IN DOLLARS PER SHARE) | ($2.30) | [1] | ($1.55) | [1] | ($2.62) | [1] |
BASIC AND DILUTED WEIGHTED AVERAGE SHARES OF COMMON STOCK OUTSTANDING | 7,266,642 | [1] | 5,784,785 | [1] | 4,113,469 | [1] |
[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_OPE1
CONSOLIDATED STATEMENTS OF OPERATIONS PARENTHETICALS (Subsequent event) | 0 Months Ended |
Jan. 27, 2014 | |
Subsequent event | ' |
Common stock reverse stock split, conversion ratio | 0.0833 |
CONSOLIDATED_STATEMENTS_OF_COM
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Statement of Comprehensive Income [Abstract] | ' | ' | ' |
Net loss | ($15,987) | ($8,327) | ($9,782) |
Other Comprehensive Loss; foreign currency translation adjustment, net of tax | -45 | 99 | 54 |
Comprehensive Loss | ($16,032) | ($8,228) | ($9,728) |
CONSOLIDATED_STATEMENTS_OF_STO
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (USD $) | Total | Preferred Stock | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) |
In Thousands, except Share data, unless otherwise specified | ||||||
Balance at Dec. 31, 2010 | $8,500 | $0 | $46 | $140,182 | ($133,317) | $1,589 |
Balance, shares at Dec. 31, 2010 | ' | 0 | 4,107,473 | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity | ' | ' | ' | ' | ' | ' |
Net loss | -9,782 | ' | ' | ' | -9,782 | ' |
Foreign currency translation adjustment, net of tax | 54 | ' | ' | ' | ' | 54 |
Non-cash stock-based compensation | 1,010 | ' | ' | 1,010 | ' | ' |
Issuance of shares of stock, shares | ' | ' | 7,513 | ' | ' | ' |
Issuance of shares of stock | 24 | ' | 0 | 24 | ' | ' |
Preferred stock accretion | -410 | ' | ' | ' | -410 | ' |
Amendment of preferred stock agreement, shares | ' | 2,586,205 | 20,492 | ' | ' | ' |
Amendment of preferred stock agreement | 12,252 | 26 | 0 | 12,226 | ' | ' |
Dividends on preferred stock | -600 | ' | ' | ' | -600 | ' |
Reclassification of other comprehensive income (loss) | 0 | ' | ' | ' | 1,307 | -1,307 |
Balance at Dec. 31, 2011 | 11,048 | 26 | 46 | 153,442 | -142,802 | 336 |
Balance, shares at Dec. 31, 2011 | ' | 2,586,205 | 4,135,478 | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity | ' | ' | ' | ' | ' | ' |
Net loss | -8,327 | ' | ' | ' | -8,327 | ' |
Foreign currency translation adjustment, net of tax | 99 | ' | ' | ' | ' | 99 |
Non-cash stock-based compensation | 731 | ' | ' | 731 | ' | ' |
Issuance of shares of stock, shares | ' | ' | 1,667 | ' | ' | ' |
Issuance of shares of stock | 10 | ' | 0 | 10 | ' | ' |
Private Placement, net | 17,373 | ' | 18 | 17,355 | ' | ' |
Dividends on preferred stock | -660 | ' | ' | ' | -660 | ' |
Balance at Dec. 31, 2012 | 20,274 | 26 | 64 | 171,538 | -151,789 | 435 |
Balance, shares at Dec. 31, 2012 | ' | 2,586,205 | 5,970,478 | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity | ' | ' | ' | ' | ' | ' |
Net loss | -15,987 | ' | ' | ' | -15,987 | ' |
Foreign currency translation adjustment, net of tax | -45 | ' | ' | ' | ' | -45 |
Non-cash stock-based compensation | 360 | ' | ' | 360 | ' | ' |
Private Placement, net, shares | ' | ' | 1,383,217 | ' | ' | ' |
Private Placement, net | 7,570 | ' | 14 | 7,556 | ' | ' |
Dividends on preferred stock | -726 | ' | ' | ' | -726 | ' |
Other, shares | ' | ' | 0 | ' | ' | ' |
Other | 0 | ' | -5 | 5 | ' | ' |
Balance at Dec. 31, 2013 | $11,446 | $26 | $73 | $179,459 | ($168,502) | $390 |
Balance, shares at Dec. 31, 2013 | ' | 2,586,205 | 7,353,695 | ' | ' | ' |
CONSOLIDATED_STATEMENTS_OF_STO1
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY PARENTHETICALS (Subsequent event) | 0 Months Ended |
Jan. 27, 2014 | |
Subsequent event | ' |
Common stock reverse stock split, conversion ratio | 0.0833 |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES: | ' | ' | ' |
Net loss | ($15,987) | ($8,327) | ($9,782) |
Adjustments to reconcile net loss to net cash flows provided by (used in) operating activities: | ' | ' | ' |
Depreciation and amortization | 2,748 | 2,278 | 2,101 |
Non-cash, stock based compensation | 462 | 731 | 1,010 |
Provision for losses on doubtful accounts | 5,548 | 2,468 | 1,738 |
Provision for losses on inventory obsolescence | 217 | 129 | 48 |
Preferred stock revaluation | 0 | 0 | 6,066 |
Warrant revaluation | -300 | -2,200 | 0 |
Loss on disposal of fixed assets | 9 | 23 | 0 |
Deferred income taxes | 62 | -25 | -133 |
Other | -62 | 0 | 0 |
Changes in operating assets and liabilities, net of acquisitions: | ' | ' | ' |
Accounts receivable | -2,757 | -2,913 | -2,212 |
Inventories | 908 | -1,373 | -620 |
Prepaid expenses and other current assets | 122 | -209 | 243 |
Accounts payable | 801 | -576 | 1,028 |
Accrued liabilities | -371 | 96 | 332 |
Other long term liabilities | 127 | -306 | 401 |
Net cash flows provided by (used in) operating activities | -8,473 | -10,204 | 220 |
CASH FLOWS USED IN INVESTING ACTIVITIES: | ' | ' | ' |
Acquisitions | -849 | -3,551 | 0 |
Purchase of property and equipment | -605 | -882 | -231 |
Purchase of short term investments | 0 | -8,994 | 0 |
Proceeds from the sale of short term investments | 0 | 8,994 | 0 |
Change in other assets | -312 | -445 | -277 |
Net cash flows used in investing activities | -1,766 | -4,878 | -508 |
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES: | ' | ' | ' |
Proceeds from note payable | 6,560 | 0 | 3,000 |
Principal payments on capital lease obligations | -348 | -328 | -391 |
Payment of deferred financing costs | -241 | 0 | 0 |
Issuance of common stock and related warrants, net | 7,570 | 17,483 | 24 |
Principal payments on note payable | -6,171 | -2,551 | -907 |
Net cash flows provided by financing activities | 7,370 | 14,604 | 1,726 |
EFFECT OF FOREIGN CURRENCY EXCHANGE RATE CHANGES ON CASH | -2 | 29 | 54 |
NET CHANGE IN CASH AND CASH EQUIVALENTS | -2,871 | -449 | 1,492 |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 4,497 | 4,946 | 3,454 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | 1,626 | 4,497 | 4,946 |
Cash paid during the period for: | ' | ' | ' |
Interest | 724 | 964 | 732 |
Income taxes, net | 9 | 123 | 108 |
SUPPLEMENTAL DISCLOSURE OF NON-CASH INFORMATION | ' | ' | ' |
Acquisition of equipment through capital leases | 0 | 175 | 756 |
Dividends accrued on preferred stock | 726 | 660 | 600 |
Note payable converted to Equity | 0 | 3,000 | 0 |
Acquisition of intangibles | 0 | 849 | ' |
Common stock issued for elimination of derivatives on preferred stock | 0 | 0 | 300 |
Goodwill purchase price adjustment | $0 | $0 | $165 |
BUSINESS_DESCRIPTION
BUSINESS DESCRIPTION | 12 Months Ended | |
Dec. 31, 2013 | ||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | |
Business Description | ' | |
BUSINESS DESCRIPTION | ||
Business Description. | ||
Transgenomic, Inc.("we", "us","our Company" or "Transgenomic") is a global biotechnology company advancing personalized medicine in the detection and treatment of cancer and inherited diseases through its proprietary molecular technologies and world-class clinical and research services. Our operations are organized and reviewed by management along its product lines and presented in the following two complementary business segments. | ||
• | Laboratory Services. Our laboratories specialize in genetic testing for cardiology, neurology, mitochondrial disorders and oncology. Our Patient Testing laboratories located in New Haven, Connecticut and Omaha, Nebraska are certified under the Clinical Laboratory Improvement Amendment (“CLIA”) as high complexity labs and our Omaha facility is also accredited by the College of American Pathologists (“CAP”). Our Biomarker Identification laboratory located in Omaha, Nebraska also provides pharmacogenomics research services supporting Phase II and Phase III clinical trials conducted by pharmaceutical companies. Our laboratories employ a variety of genomic testing service technologies, including ICE COLD-PCR technology. ICE COLD-PCR is a proprietary platform technology that can be run in any laboratory with standard PCR technology and that enables detection of multiple unknown mutations from virtually any sample type including tissue biopsies, blood, cell-free DNA ("cfDNA") and circulating tumor cells (“CTCs”) at levels greater than 1,000-fold higher than standard DNA sequencing techniques. | |
• | Genetic Assays and Platforms. Our proprietary product is the WAVE® System, which has broad applicability to genetic variation detection in both molecular genetic research and molecular diagnostics. We also distribute bioinstruments produced by other manufacturers (“OEM Equipment”) through our sales and distribution network. Service contracts to maintain installed systems are sold and supported by our technical support personnel. The installed WAVE base and some OEM Equipment platforms generate a demand for consumables that are required for the continued operation of the bioinstruments. We develop, manufacture and sell these consumable products. In addition, we manufacture and sell consumable products that can be used on multiple, independent platforms. These products include SURVEYOR® Nuclease and a range of chromatography columns. |
SUMMARY_OF_SIGNIFICANT_ACCOUNT
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended | |||||||||||||||
Dec. 31, 2013 | ||||||||||||||||
Accounting Policies [Abstract] | ' | |||||||||||||||
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 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. | ||||||||||||||||
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. Additionally, accrued preferred stock dividends have been re-classed to conform to the current year presentation. | ||||||||||||||||
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 Footnote 12 Fair Value. | ||||||||||||||||
Cash and Cash Equivalents. | ||||||||||||||||
Cash and cash equivalents include cash and investments with original maturities at the date of acquisition of three months or less. Such investments presently consist of temporary overnight investments | ||||||||||||||||
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, 2013. | ||||||||||||||||
Accounts Receivable. | ||||||||||||||||
The following is a summary of activity for the allowance for doubtful accounts during the years ended December 31, 2013, 2012 and 2011: | ||||||||||||||||
Dollars in Thousands | ||||||||||||||||
Beginning | Provision | Write Offs | Ending | |||||||||||||
Balance | Balance | |||||||||||||||
Year ended December 31, 2013 | $ | 2,171 | $ | 5,548 | $ | (3,881 | ) | $ | 3,838 | |||||||
Year ended December 31, 2012 | $ | 1,088 | $ | 2,468 | $ | (1,385 | ) | $ | 2,171 | |||||||
Year ended December 31, 2011 | $ | 334 | $ | 1,738 | $ | (984 | ) | $ | 1,088 | |||||||
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 year ended December 31, 2013, 2012 and 2011: | ||||||||||||||||
Dollars in Thousands | ||||||||||||||||
Beginning | Provision | Write Offs | Ending | |||||||||||||
Balance | Balance | |||||||||||||||
Year ended December 31, 2013 | $ | 616 | $ | 217 | $ | (34 | ) | $ | 799 | |||||||
Year ended December 31, 2012 | $ | 511 | $ | 129 | $ | (24 | ) | $ | 616 | |||||||
Year ended December 31, 2011 | $ | 518 | $ | 48 | $ | (55 | ) | $ | 511 | |||||||
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, 2013, 2012 and 2011 was $0.6 million, $0.8 million and $0.6 million, respectively. Included in depreciation for the years ended December 31, 2013, 2012 and 2011 was $0.3 million, $0.3 million and $0.2 million, respectively, related to equipment acquired under capital leases. | ||||||||||||||||
Goodwill. | ||||||||||||||||
Goodwill is tested for impairment annually utilizing a combination of income and market approaches. The income approach applies a discounted cash flow methodology to the Company's future period projections and the market approach uses market available information on the Company. We perform this impairment analysis during the fourth quarter of each year or when a significant event occurs that may impact goodwill. Impairment may occur when the carrying value of the reporting unit exceeds its fair value. If the carrying value of the reporting unit exceeds its fair value, the fair value of all identifiable tangible and intangible assets and liabilities is determined as part of a hypothetical purchase price allocation to determine the amount of goodwill impairment. No impairment of goodwill has occurred to date. | ||||||||||||||||
Intangibles. | ||||||||||||||||
Intangible assets include intellectual property, patents and acquired products. At December 31, 2013, the Company revised its estimate of useful lives on certain intangible assets which will cause amortization expense in 2014 to be $0.4 million lower. | ||||||||||||||||
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 a part of the FAMILION acquisition and acquisition of certain intangible assets from Axial, we 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 eight years. See Footnote 4 "Intangibles and Other Assets" to our accompanying consolidated financial statements. | ||||||||||||||||
We review our amortizable long lived assets for impairment 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). No loss has been recorded during the years ended December 31, 2013, 2012 or 2011. | ||||||||||||||||
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 Footnote 12 - Fair Value. | ||||||||||||||||
Preferred Stock. | ||||||||||||||||
Prior to the 2011 modification, the Series A Preferred Stock met the definition of mandatorily redeemable stock as it was preferred capital stock which was redeemable at the option of the holder and therefore was reported outside of equity. The Series A Preferred Stock was accreted to its redemption value. Prior to the 2011 modification, the warrants to purchase shares of series A Preferred Stock (“Series A Warrants”) did not qualify to be treated as equity and accordingly, were recorded as a liability. A preferred stock conversion feature was embedded within the Series A Preferred Stock that met the definition of a derivative. The Series A Preferred Stock, Series A Warrant liability and Series A Preferred Stock conversion feature were all recorded separately and were initially recorded at fair value using the Black-Scholes model. We were required to record these instruments at fair value at each reporting date and changes were recorded as an adjustment to earnings. The Series A Warrant liability and Series A Preferred Stock conversion feature were considered Level 3 financial instruments. | ||||||||||||||||
In November 2011, we entered into a transaction with the holders of the Series A Preferred Stock (the “Series A Holders”), pursuant to an Agreement Regarding Preferred Stock (the “Amendment Agreement”), in which the Series A Holders 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 stockholder meeting, vote to amend the Certificate of Designation for the Series A Preferred Stock to remove the anti-dilution and redemption features of the Series A Preferred Stock. In exchange, we issued shares of common stock to the Series A Holders having an aggregate market value of $0.3 million. Our stockholders approved the amendments to the Certificate of Designation for the Series A Preferred Stock at the 2012 Annual Meeting of Stockholders held on May 23, 2012, and we filed the Certificate of Designation for the Series A Preferred Stock with the Delaware Secretary of State on May 25, 2012. | ||||||||||||||||
As a result of the Amendment Agreement, the value 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. | ||||||||||||||||
Expense on Preferred Stock. | ||||||||||||||||
For 2011, we recorded expense associated with the Series A Preferred Stock and Series A Warrants of $6.1 million, which is due to the change in fair value of the Series A Preferred Stock conversion feature and Series A Warrant liability of $5.8 million and the issuance of $0.3 million in common stock to the investors of Series A Preferred Stock. The expense associated with the change in value of the Series A Preferred Stock conversion feature is a non-cash item. There was no expense on preferred stock in 2013 or 2012. | ||||||||||||||||
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, 2013 had vesting periods of one or three years from date of grant. None of the stock options outstanding at December 31, 2013 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 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 Laboratory Services, net sales from Patient Testing labs 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 our Biomarker Identification labs, 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. 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, 2013 and 2012, deferred net sales associated with pharmacogenomics research projects, included in the balance sheet in deferred revenue, was $0.2 million and $0.2 million, respectively. | ||||||||||||||||
Net sales of Genetic Assays and Platforms products 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. At December 31, 2013 and 2012, deferred net sales, mainly associated with our service contracts, included in the balance sheet in deferred revenue was approximately $0.9 million and $1.0 million, respectively. | ||||||||||||||||
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 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 0.1 million is reported in other comprehensive income on the accompanying consolidated balance sheet as of December 31, 2013. A translation gain of $0.1 million was reported in other comprehensive income on the accompanying consolidated balance sheet as of December 31, 2012. Revenues and expenses are translated at the average rates during the period. For transactions that are not denominated in the functional currency, we recognized foreign currency translation income of less than $0.1 million for the year ended December 31, 2013 and foreign currency translation loss of less than $0.1 million for each of the years ended December 31, 2012 and 2011. | ||||||||||||||||
Other Income. | ||||||||||||||||
Other income in the year ended December 31, 2011 includes an award of a federal grant under the Qualifying Therapeutic Discovery Project related to COLD-PCR, Surveyor Scan kit development for detecting key cancer pathway gene mutations and mtDNA damage assays. Income related to this federal grant net of consulting fees was $0.2 million. There was no such other income in the years ended December 31, 2013 and 2012. | ||||||||||||||||
Comprehensive Income. | ||||||||||||||||
Accumulated other comprehensive income at December 31, 2013, 2012 and 2011 consisted of foreign currency translation adjustments, net of applicable tax of zero. During 2011, we reclassified $1.3 million from accumulated other comprehensive income (loss) to accumulated deficit with no effect on total stockholders' equity or net loss. | ||||||||||||||||
Earnings Per Share. | ||||||||||||||||
Basic earnings per share is calculated based on the weighted-average number of shares of common stock outstanding during each period. Diluted earnings per share include 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 3,785,709, 2,471,670 and 1,470,689 shares of our common stock have been excluded from the computation of diluted earnings per share at December 31, 2013, 2012 and 2011, respectively. The options, warrants and conversion rights that were exercisable in 2013, 2012 and 2011 were not included because the effect would be anti-dilutive due to the net loss. | ||||||||||||||||
Recently Issued Accounting Pronouncements. | ||||||||||||||||
In February 2013, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”)No. 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, to improve the transparency of reporting reclassifications out of accumulated other comprehensive income. The amendments in the Update do not change the current requirements for reporting net income or other comprehensive income in financial statements. The new amendments will require an organization to present (either on the face of the statement where net income is presented or in the notes) the effects on the line items of net income of significant amounts reclassified out of accumulated other comprehensive income if the item reclassified is required under generally accepted accounting principles in the U.S. (“U.S. GAAP”) to be reclassified to net income in its entirety in the same reporting period. Additionally, for other amounts that are not required under U.S. GAAP to be reclassified in their entirety to net income in the same reporting period, an entity is required to cross-reference other disclosures required under U.S. GAAP to provide additional detail about those amounts. For public companies, the amendments were effective for reporting periods beginning after December 15, 2012. Our adoption of this guidance did not have a material impact on our consolidated financial statements. | ||||||||||||||||
In February 2013 FASB issued ASU No. 2013-04, Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation Is Fixed at the Reporting Date (“ASU 2013-04”). ASU 2013-04 requires reporting and disclosure of obligations resulting from joint and several liability arrangements within the scope of Subtopic 405-40 for which the total amount of the obligation is fixed at the reporting date. For public companies, ASU 2013-04 is effective for fiscal years and interim periods within those years beginning after December 15, 2013. The guidance in ASU 2013-04 is to be applied retrospectively for those obligations resulting from joint and several liability arrangements within the scope of Subtopic 405-40 that exist at the beginning of an entity’s fiscal year of adoption. Earlier application is permitted. When adopted, ASU 2013-04 is not expected to materially impact our consolidated financial statements. | ||||||||||||||||
In March 2013, the FASB released ASU No. 2013-05, Foreign Currency Matters (Topic 830): Parent's Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity (a consensus of the FASB Emerging Issues Task Force)(“ASU 2013-05”). ASU 2013-05 provides that, when a reporting entity (parent) ceases to have a controlling financial interest in a subsidiary or group of assets that is a nonprofit activity or a business within a foreign entity, the parent is required to release any related cumulative translation adjustment into net income. The provisions of ASU 2013-05 are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. When adopted, ASU 2013-05 is not expected to materially impact our consolidated financial statements. | ||||||||||||||||
In July 2013, the FASB issued Accounting Standards Update, or ASU, No. 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. ASU 2013-11 provides explicit guidance on the financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. The guidance is effective prospectively for fiscal years, and interim periods within those years, beginning after December 15, 2013, with an option for early adoption. The Company intends to adopt this guidance at the beginning of our first quarter of fiscal year 2014, and does not expect the adoption of this standard will have a material impact on its financial statements. |
INVENTORIES
INVENTORIES | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Inventory Disclosure [Abstract] | ' | |||||||
Inventory Disclosure | ' | |||||||
INVENTORIES | ||||||||
Inventories (net of allowance for slow moving and obsolescence) consisted of the following: | ||||||||
Dollars in Thousands | ||||||||
December 31, | December 31, | |||||||
2013 | 2012 | |||||||
Finished goods | $ | 2,978 | $ | 4,057 | ||||
Raw materials and work in process | 1,567 | 1,547 | ||||||
Demonstration inventory | 211 | 104 | ||||||
$ | 4,756 | $ | 5,708 | |||||
Less allowances | (799 | ) | (616 | ) | ||||
Total | $ | 3,957 | $ | 5,092 | ||||
INTANGIBLES_AND_OTHER_ASSETS
INTANGIBLES AND OTHER ASSETS | 12 Months Ended | |||||||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||||||||||||||||||
Intangibles And Other Assets | ' | |||||||||||||||||||||||
INTANGIBLE ASSETS AND OTHER ASSETS | ||||||||||||||||||||||||
Long-lived intangible assets and other assets consisted of the following: | ||||||||||||||||||||||||
Dollars in Thousands | ||||||||||||||||||||||||
December 31, 2013 | December 31, 2012 | |||||||||||||||||||||||
Cost | Accumulated | Net Book | Cost | Accumulated | Net Book | |||||||||||||||||||
Amortization | Value | Amortization | Value | |||||||||||||||||||||
Acquired technology | $ | 9,009 | $ | 3,175 | $ | 5,834 | $ | 9,009 | $ | 1,910 | $ | 7,099 | ||||||||||||
Assay royalties | 1,434 | 614 | 820 | 1,434 | 410 | 1,024 | ||||||||||||||||||
Third party payor relationships | 367 | 73 | 294 | 367 | 49 | 318 | ||||||||||||||||||
Tradenames and trademarks | 824 | 233 | 591 | 824 | 115 | 709 | ||||||||||||||||||
Customer relationships | 652 | 54 | 598 | 652 | 11 | 641 | ||||||||||||||||||
Covenants not to compete | 184 | 77 | 107 | 184 | 15 | 169 | ||||||||||||||||||
Patents | 1,153 | 336 | 817 | 929 | 280 | 649 | ||||||||||||||||||
Intellectual property | 170 | 36 | 134 | 170 | 15 | 155 | ||||||||||||||||||
$ | 13,793 | $ | 4,598 | $ | 9,195 | $ | 13,569 | $ | 2,805 | $ | 10,764 | |||||||||||||
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 $1.9 million, $1.4 million and less than $1.3 million during the years ended December 31, 2013, 2012 and 2011. At December 31, 2013, the Company revised its estimate of useful lives on certain intangible assets which will cause amortization expense in 2014 to be $0.4 million lower. Amortization expense for intangible assets for each of the five succeeding fiscal years is expected to be $1.4 million, $1.3 million, $1.3 million, $1.3 million and 1.0 million for the years ended December 31, 2014, 2015, 2016, 2017 and 2018, respectively. | ||||||||||||||||||||||||
Other assets include U.S. security deposits and deferred tax assets, net of applicable valuation allowances. |
DEBT
DEBT | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Debt Disclosure [Abstract] | ' | ||||||||
Debt | ' | ||||||||
DEBT | |||||||||
Dollars in Thousands | |||||||||
Year Ended December 31, | |||||||||
2013 | 2012 | ||||||||
Revolving Line (1) | $ | 2,560 | $ | — | |||||
Term Loan (2) | 4,000 | — | |||||||
PGxHealth note payable (the “First Note”) (3) | — | 6,171 | |||||||
Total debt | 6,560 | 6,171 | |||||||
Current portion of long term debt | (242 | ) | (6,171 | ) | |||||
Long term debt, net of current maturities | $ | 6,318 | $ | — | |||||
On March 13, 2013 (the “Effective Date”), we entered into a Loan and Security Agreement with affiliates of Third Security, LLC (the “Lenders”) for (a) a revolving line of credit (the “Revolving Line”) with borrowing availability of up to $4.0 million, subject to reduction based on our eligible accounts receivable, and (b) a term loan (the “Term Loan”) of $4.0 million (the “Loan Agreement”). Proceeds were used to pay off the First Note 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, reduces our future minimum revenue covenants under the Loan Agreement and modifies 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 is effective as of October 31, 2013, reduces 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”). The Fourth Amendment provides that we will not be required to make any principal or interest payments under the Term Loan for the period from March 1, 2014 through March 31, 2015. Accordingly, pursuant to the Loan Agreement as amended by the Fourth Amendment, the next principal and interest payment under the Term Loan will be due on April 1, 2015. | |||||||||
-1 | Revolving Line of Credit. Amounts advanced under the Revolving Line bear 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, amounts advanced under the Revolving Line bear interest at an annual rate equal to the greater of (x) 6.25% or (y) the Wall Street Journal prime rate plus 3%. The current interest rate is 6.25%. Under the Loan Agreement, we paid the Lenders an upfront fee of $20,000, and will pay the Lenders an additional commitment fee of $20,000 on each one year anniversary of the Effective Date during the term of the Revolving Line. In addition, a fee of 0.5% per annum is payable quarterly on the unused portion of the Revolving Line. The Revolving Line matures on September 1, 2016. | ||||||||
-2 | Term Loan. We received $4.0 million under the Term Loan on the Effective Date. Pursuant to the terms of the Loan Agreement, as amended by the Fourth Amendment, we are required to make monthly payments of interest to the Lenders commencing on April 1, 2015. 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 5% of the total outstanding balance under the Term Loan if the prepayment occurs within one year after the Effective Date, 2.5% of the total outstanding balance under the Term Loan if the prepayment occurs between one and two years after the Effective Date, and 1% of the total outstanding balance under the Term Loan if the prepayment occurs thereafter. | |||||||||
Additional Terms | |||||||||
The Loan Agreement contains affirmative and negative covenants. Under the Term Loan, we are required to maintain a minimum liquidity ratio and achieve a minimum amount of revenue, and we also agreed not to (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, 2013, the Company was in compliance with the minimum revenue covenant. The Company was not in compliance with the minimum liquidity ratio. Pursuant to the Third Amendment, the Lenders agreed to waive the event of default. | |||||||||
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 | First Note. The First Note was 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. Interest was payable at 10% per year with quarterly interest payments through March 29, 2012. Thereafter, quarterly installments included both principal and interest through December 30, 2013. The First Note was paid in full on March 13, 2013. | ||||||||
The aggregate minimum principal maturities of the debt for the following fiscal years are as follows (dollars in thousands): | |||||||||
2014 | $ | 242 | |||||||
2015 | 1,879 | ||||||||
2016 | 4,439 | ||||||||
$ | 6,560 | ||||||||
CAPITAL_LEASES
CAPITAL LEASES | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
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, | ||||||
2013 | 2012 | |||||||
Equipment | $ | 1,514 | $ | 1,323 | ||||
Less: Accumulated amortization | (721 | ) | (420 | ) | ||||
Total | $ | 793 | $ | 903 | ||||
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, 2013. | ||||||||
Year ending December 31: | ||||||||
Dollars in Thousands | ||||||||
2014 | $ | 160 | ||||||
2015 | 37 | |||||||
2016 | 3 | |||||||
2017 | 1 | |||||||
Total minimum lease payments | $ | 201 | ||||||
Less: Amount representing interest | (17 | ) | ||||||
Present value of net minimum lease payments | $ | 184 | ||||||
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, 2013, 2012 and 2011 was $0.3 million, $0.3 million and less than $0.2 million, respectively, related to equipment acquired under capital leases. |
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended | |||
Dec. 31, 2013 | ||||
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 $1.0 million, $1.0 million and $0.9 million in 2013, 2012 and 2011, respectively. 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 are as follows (in thousands): | ||||
2014 | $ | 1,097 | ||
2015 | 1,013 | |||
2016 | 880 | |||
2017 | 763 | |||
2018 | 485 | |||
thereafter | 862 | |||
$ | 5,100 | |||
At December 31, 2013, firm commitments to vendors totaled $0.9 million. |
INCOME_TAXES
INCOME TAXES | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||||||
Income Tax | ' | ||||||||||||
INCOME TAXES | |||||||||||||
The Company’s provision for income taxes for the years ended December 31, 2013, 2012 and 2011 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 | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Benefit at federal rate | $ | (5,454 | ) | $ | (2,781 | ) | $ | (3,311 | ) | ||||
Increase (decrease) resulting from: | |||||||||||||
State income taxes—net of federal benefit | (518 | ) | 2 | 2 | |||||||||
Foreign subsidiary tax rate difference | (3 | ) | (27 | ) | (94 | ) | |||||||
Tax contingency | 23 | 22 | 28 | ||||||||||
Expiring net operating loss carryforwards | — | 1,472 | 988 | ||||||||||
Earnings repatriation | — | 582 | — | ||||||||||
Miscellaneous permanent differences | 155 | 284 | 332 | ||||||||||
Liability warrants | (102 | ) | (748 | ) | 2,062 | ||||||||
Tax credits | — | 215 | — | ||||||||||
State, net operating loss expiration/true-up | 1,179 | — | — | ||||||||||
Other—net | (80 | ) | 15 | (53 | ) | ||||||||
Valuation allowance | 4,746 | 1,110 | 91 | ||||||||||
Total income tax (benefit) expense | $ | (54 | ) | $ | 146 | $ | 45 | ||||||
Dollars in Thousands | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Federal: | |||||||||||||
Current | $ | — | $ | — | $ | 16 | |||||||
Deferred | — | — | — | ||||||||||
Total Federal | $ | — | $ | — | $ | 16 | |||||||
State: | |||||||||||||
Current | $ | — | $ | 3 | $ | 3 | |||||||
Deferred | — | — | — | ||||||||||
Total State | $ | — | $ | 3 | $ | 3 | |||||||
Foreign: | |||||||||||||
Current | $ | 20 | $ | 46 | $ | 159 | |||||||
Deferred | (74 | ) | 97 | (133 | ) | ||||||||
Total Foreign | $ | (54 | ) | $ | 143 | $ | 26 | ||||||
Total Tax Provision | $ | (54 | ) | $ | 146 | $ | 45 | ||||||
The Company’s deferred income tax asset at December 31, 2013 and 2012 is comprised of the following temporary differences: | |||||||||||||
Dollars in Thousands | |||||||||||||
2013 | 2012 | ||||||||||||
Deferred Tax Asset: | |||||||||||||
Net operating loss carryforward | $ | 42,950 | $ | 39,481 | |||||||||
Research and development credit carryforwards | 951 | 1,017 | |||||||||||
Deferred revenue | 174 | 188 | |||||||||||
Inventory | 275 | 224 | |||||||||||
Other | 1,997 | 1,111 | |||||||||||
46,347 | 42,021 | ||||||||||||
Less valuation allowance | (46,088 | ) | (41,342 | ) | |||||||||
Deferred Tax Asset | $ | 259 | $ | 679 | |||||||||
Deferred Tax Liability: | |||||||||||||
Foreign earnings | $ | 25 | $ | 398 | |||||||||
Property and equipment | 186 | 300 | |||||||||||
Deferred Tax Liability | $ | 211 | $ | 698 | |||||||||
Net Deferred Asset (Liability) | $ | 48 | $ | (19 | ) | ||||||||
At December 31, 2013, we had total unused federal tax net operating loss carryforwards of $121.7 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 | 12,137 | ||||||||||||
$ | 121,659 | ||||||||||||
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. At December 31, 2013, we had unused state tax net operating loss carryforwards of approximately $33.0 million that expire at various times beginning in 2014. At December 31, 2013, we had unused research and development credit carry-forwards of $1.0 million that expire at various times between 2014 and 2024. A valuation allowance has been provided for the remaining 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 certain tax positions, which was included in other long term liabilities, was $0.3 million as of December 31, 2013 and 2012. We recorded less than $0.1 million of additional uncertain tax positions during each of the years ended 2013 and 2012. We had no material interest or penalties during fiscal 2013 or fiscal 2012, 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 2010 through 2013. We have state income tax returns subject to examination primarily for tax years 2010 through 2013. 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 2010 through 2013. |
EMPLOYEE_BENEFIT_PLAN
EMPLOYEE BENEFIT PLAN | 12 Months Ended |
Dec. 31, 2013 | |
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. Effective October 1, 2010, Transgenomic discontinued matching employee 401(k) contributions. Beginning January 1, 2012, we reinstated matching employee 401(k) contributions. 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, $0.3 million and zero for the years ended December 31, 2013, 2012 and 2011, respectively. |
STOCKHOLDERS_EQUITY
STOCKHOLDERS' EQUITY | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Stockholders' Equity Attributable to Parent [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 shall not 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 are using the net proceeds from the Offering for general corporate and working capital purposes, primarily to accelerate development of several of our key initiatives. | |||||||||
In connection with the Offering, we entered into a registration rights agreement with the investors (the “Registration Rights Agreement”). The Registration Rights Agreement required that we file with the 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 above 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. | |||||||||
Common Stock Warrants. | |||||||||
There were 840,939 common stock warrants issued during the 12 months ended December 31, 2013 and none of the issued warrants were exercised. Included in the warrants issued in 2013 were 149,272 warrants issued due to re-pricing requirements of the Private Placement. Common stock warrants issued during the 12 months ended December 31, 2012 were 948,333 and none of the issued warrants were exercised. Warrants to purchase an aggregate of 2,220,281 shares of common stock were outstanding at December 31, 2013. | |||||||||
Warrant Holder | Issue Year | Expiration | Underlying | Exercise | |||||
Shares | Price | ||||||||
Third Security Investors(1) | 2010 | Dec-15 | 431,025 | $6.96 | |||||
Various Institutional Holders(2) | 2012 | Feb-17 | 952,925 | $12.96 | |||||
Third Security Investors(2) | 2012 | Feb-17 | 144,675 | $12.96 | |||||
Various Institutional Holders(3) | 2013 | Jan-18 | 441,656 | $9.00 | |||||
Third Security Investors(3) | 2013 | Jan-18 | 250,000 | $9.00 | |||||
2,220,281 | |||||||||
-1 | This Warrant was issued in connection with the issuance of warrants to purchase shares of our Series A Preferred Stock to the Third Security Investors in December 2010. The number of underlying shares shown reflects the number of shares of common stock issuable upon conversion of the shares of Series A Preferred Stock for which this Warrant is currently exercisable. | ||||||||
-2 | These Warrants were issued in connection with the Private Placement completed in February 2012 and are classified as a liability in our financial statements. See Footnote 12 - 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. | ||||||||
-3 | These warrants were issued in connection with the offering, which was completed in January 2013. | ||||||||
Preferred Stock. | |||||||||
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 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. During the years ended December 31, 2013 and 2012, we recorded $0.7 million and $0.6 million in accrued dividends, respectively. | |||||||||
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. |
EQUITY_INCENTIVE_PLAN
EQUITY INCENTIVE PLAN | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
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, 2013, the Company was authorized to issue 833,333 shares under the Plan; provided, that no more than 416,667 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. To date, the only awards made under the Plan have been non-incentive stock options. | ||||||||
For the year ended December 31, 2013, 2012 and 2011, we recorded compensation expense of $0.5 million, $0.7 million and $1.0 million, respectively within selling, general and administrative expense. As of December 31, 2013, there was $1.4 million of unrecognized compensation expense related to unvested stock options, which is expected to be recognized over a weighted average period of approximately three years. | ||||||||
The fair value of the options and SARs granted during 2013 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 0.73% to 1.75%, 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 105% to 106% for grants made during the year ended December 31, 2013 based on the historical volatility of our stock over a time that is consistent with the expected life of the option. A small group of senior executives hold the majority of the stock options granted in 2013 and are expected to hold the options until they are vested. Forfeitures of 2% to 4% have been assumed in the calculation. | ||||||||
The fair value of the options granted during 2012 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 0.62% to 1.03%, based on the U.S. Treasury yield in effect at the time of grant; dividend yields of zero percent; expected lives of five to eight years, based on historical exercise activity; and volatility of 101% to 114% for grants made during the year ended December 31, 2012 based on the historical volatility of our stock over a time that is consistent with the expected life of the option. Forfeitures of 2% to 4% have been assumed in the calculation. | ||||||||
The fair value of the options granted during 2011 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 0.92% to 2.16%, based on the U.S. Treasury yield in effect at the time of grant; dividend yields of zero percent; expected lives of five years, based on historical exercise activity; and volatility of 105% to 107% for grants made during the year ended December 31, 2011 based on the historical volatility of our stock over a time that is consistent with the expected life of the option. Forfeitures of 1% to 4% have been assumed in the calculation. | ||||||||
The weighted average grant date fair value per share of options granted during the years ended December 31, 2013, 2012 and 2011 was $3.72, $9.72 and $9.96 respectively. | ||||||||
Stock Options. | ||||||||
The following table summarizes stock option activity under the Plan during the year ended December 31, 2013: | ||||||||
Number of | Weighted Average | |||||||
Options | Exercise Price | |||||||
Balance at January 1, 2013: | 362,764 | $ | 12.6 | |||||
Granted | 421,667 | 4.56 | ||||||
Forfeited | (80,889 | ) | (9.48 | ) | ||||
Expired | (138,514 | ) | (12.48 | ) | ||||
Balance at December 31, 2013: | 565,028 | $ | 6.6 | |||||
Exercisable at December 31, 2013 | 153,793 | $ | 12.72 | |||||
All stock options outstanding were issued to employees, officers or outside directors. | ||||||||
As of December 31, 2013, 565,028 outstanding options were expected to vest. The weighted average exercise price of these options was $6.60 and the aggregate intrinsic value was $0.5 million with a remaining weighted average contractual life of 8.7 years. | ||||||||
As of December 31, 2013, 153,793 options were exercisable with a weighted average exercise price of $12.72 and an aggregate intrinsic value of less than $10 thousand. The weighted average contractual life of these options was 6.2 years. | ||||||||
No options were exercised in 2013. During 2012 and 2011, 1,667 and 2,500 shares were exercised, respectively, with an intrinsic value of less than $10,000. | ||||||||
The total fair value of shares that vested during 2013, 2012 and 2011 was $0.6 million, $0.6 million and $0.3 million, respectively. | ||||||||
Stock Appreciation Rights (“SARs”). | ||||||||
The following table summarizes SARs activity under the Plan during the year ended December 31, 2013: | ||||||||
Number of | Weighted Average | |||||||
Options | Exercise Price | |||||||
Balance at January 1, 2013: | — | $ | — | |||||
Granted | 138,333 | 4.32 | ||||||
Balance at December 31, 2013: | 138,333 | $ | 4.32 | |||||
Exercisable at December 31, 2013 | — | $ | — | |||||
All SARs outstanding were issued to officers. | ||||||||
As of December 31, 2013, 138,333 outstanding SARs shares were expected to vest. The weighted average exercise price of these options was $4.32 and the aggregate intrinsic value was $0.4 million with a remaining weighted average contractual life of 4.5 years. | ||||||||
As of December 31, 2013, zero SARs shares were exercisable and no SARs shares were exercised in 2013, 2012 and 2011. At December 31, 2013, a liability of $0.1 million was recorded in accrued expenses. |
FAIR_VALUE
FAIR VALUE | 12 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
Fair Value Disclosures [Abstract] | ' | |||||||||||
Financial Instruments Disclosure | ' | |||||||||||
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 0.9 million warrants issued in February 2012. We are required to record these instruments at fair value at each reporting date and changes are recorded as a non-cash adjustment to earnings. The gains or losses included in earnings are reported in other income (expense) in our Statement of Operations. Management does not believe that this liability will be settled by a use of cash. | ||||||||||||
The Common Stock Warrant Liability is considered a Level 3 financial instrument and is valued using a Monte Carlo simulation. 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 $5.52 as of December 31, 2013; the amount of the down-round financing, the timing of the down-round financing, the expected exercise period of 3.11 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 45% based on implied and historical rates over the expected term and the risk-free interest rate of 0.78% based on the 3 year U.S. Treasury yield interpolated from the 3 year and 5 year U.S. Treasury bonds. | ||||||||||||
Simulated Business Inputs include: the probability of down-round financing, which was estimated to be 45% 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 45% 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, 2013, 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, 2013 | ||||||||||||
Balance at December 31, 2012 | $ | 900 | ||||||||||
Total gains or losses: | ||||||||||||
Recognized in earnings | (300 | ) | ||||||||||
Balance at December 31, 2013 | $ | 600 | ||||||||||
Preferred Stock Warrant Liability and Conversion Feature | ||||||||||||
Prior to November 2011, we were required to record our 0.4 million of Series A Preferred Stock warrants and the Series A Preferred Stock's conversion feature at their respective fair values at each reporting date and changes were recorded as an adjustment to earnings. The gains or losses included in earnings were reported in other income (expense) in our Statement of Operations. | ||||||||||||
Due to a change in terms we are no longer required to recognize the Series A Preferred Stock warrant and Series A Preferred Stock conversion feature as liabilities. They were reclassified into stockholders' equity as of the date of the amended agreement. | ||||||||||||
The Series A Preferred Stock warrant liability and Series A Preferred Stock conversion feature were considered Level 3 financial instruments and were valued using the Black-Scholes call option pricing formula, which approximates a binomial model for the Series A Preferred Stock conversion feature. This method is among the most common and widely used valuation approaches for call options. The model relates an option's value to five variables: the current price of the underlying asset, the strike price of the option, the time to expiration or exercise of the option, a risk free interest rate, and the volatility of the underlying asset. | ||||||||||||
The following assumptions were used in the November 8, 2011 valuation of the Series A Preferred Stock conversion feature: the closing share price of our common stock on November 8, 2011 discounted 15% due to the lack of marketability and liquidity, an exercise price of $0.39, expected term of 4.00 years, risk-free interest rate of 0.65% based on a linear interpolation of 3 year and five year U.S. Treasury rates and volatility of 50%. | ||||||||||||
The following assumptions were used in the November 8, 2011 valuation of the Series A Preferred Stock warrants: an exercise price of $2.32, expected term of 1.0 years, risk-free interest rate of 0.25% based on a one year U.S. Treasury and volatility of 50%. | ||||||||||||
During the year ended December 31, 2011, the changes in the fair value of the liabilities measured using significant unobservable inputs (Level 3) were comprised of the following: | ||||||||||||
Dollars in Thousands | ||||||||||||
For the year ended | ||||||||||||
31-Dec-11 | ||||||||||||
Preferred | Preferred Stock Warrant Liability | Total | ||||||||||
Stock | ||||||||||||
Conversion | ||||||||||||
Feature | ||||||||||||
Beginning balance at January 1, 2011 | $ | 1,983 | $ | 2,351 | $ | 4,334 | ||||||
Total gains or losses: | ||||||||||||
Recognized in earnings | 5,317 | 449 | 5,766 | |||||||||
Balance at November 8, 2011 | 7,300 | 2,800 | 10,100 | |||||||||
Reclassification to stockholders' equity due to Amendment Agreement | (7,300 | ) | (2,800 | ) | (10,100 | ) | ||||||
Balance as of December 31, 2011 | $ | — | $ | — | $ | — | ||||||
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. |
SELECTED_QUARTERLY_FINANCIAL_D
SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED) | 12 Months Ended | |||||||||||||||
Dec. 31, 2013 | ||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | ' | |||||||||||||||
Quarterly Financial Information | ' | |||||||||||||||
SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED) | ||||||||||||||||
In thousands except per share data | ||||||||||||||||
31-Mar | 30-Jun | 30-Sep | 31-Dec | |||||||||||||
2013 | ||||||||||||||||
Net Sales | $ | 7,374 | $ | 7,306 | $ | 6,646 | $ | 6,218 | ||||||||
Gross Profit | 3,681 | 3,410 | 2,851 | 2,554 | ||||||||||||
Net Loss | (3,586 | ) | (2,867 | ) | (5,552 | ) | (3,982 | ) | ||||||||
Basic and diluted loss per common share | $ | (0.54 | ) | $ | (0.41 | ) | $ | (0.78 | ) | $ | (0.57 | ) | ||||
2012 | ||||||||||||||||
Net Sales | $ | 7,206 | $ | 9,093 | $ | 7,889 | $ | 7,292 | ||||||||
Gross Profit | 3,104 | 4,562 | 3,800 | 3,544 | ||||||||||||
Net Income (Loss) | (2,696 | ) | (563 | ) | (2,754 | ) | (2,314 | ) | ||||||||
Basic and diluted loss per common share | $ | (0.55 | ) | $ | (0.12 | ) | $ | (0.49 | ) | $ | (0.42 | ) |
OPERATING_SEGMENT_AND_GEOGRAPH
OPERATING SEGMENT AND GEOGRAPHIC INFORMATION | 12 Months Ended | |||||||||||||
Dec. 31, 2013 | ||||||||||||||
Segment Reporting [Abstract] | ' | |||||||||||||
Operating Segment And Geographic Information | ' | |||||||||||||
OPERATING SEGMENT AND GEOGRAPHIC INFORMATION | ||||||||||||||
Our company’s chief operating decision-maker is the Chief Executive Officer, who regularly evaluates our performance based on net sales and gross profit. The preparation of this segment analysis requires management to make estimates and assumptions around expenses below the gross profit level. While we believe the segment information to be materially correct, actual results could differ from the estimates and assumptions used in preparing this information. | ||||||||||||||
We have two reportable operating segments, Laboratory Services and Genetic Assays and Platforms. These lines of business are complementary with the Biomarker Identification labs driving innovation and leading to kit production in our Genetic Assays and Platforms segment and new tests in our Patient Testing labs. | ||||||||||||||
The accounting policies of the segments are the same as the policies discussed in Footnote 2 – Summary of Significant Accounting Policies. | ||||||||||||||
Segment information for the years ended December 31, 2013, 2012 and 2011 is as follows: | ||||||||||||||
Dollars in Thousands | ||||||||||||||
2013 | ||||||||||||||
Laboratory Services | Genetic Assays and Platforms | Total | ||||||||||||
Net Sales | $ | 15,391 | $ | 12,153 | $ | 27,544 | ||||||||
Gross Profit | 6,820 | 5,676 | 12,496 | |||||||||||
Net Loss before Taxes | (12,486 | ) | (3,555 | ) | (16,041 | ) | ||||||||
Income Tax Expense | — | (54 | ) | (54 | ) | |||||||||
Net Loss | $ | (12,486 | ) | $ | (3,501 | ) | $ | (15,987 | ) | |||||
Depreciation/Amortization | $ | 2,467 | $ | 281 | $ | 2,748 | ||||||||
Interest Expense | (398 | ) | (244 | ) | (642 | ) | ||||||||
December 31, 2013 | ||||||||||||||
Total Assets | $ | 21,711 | $ | 8,567 | $ | 30,278 | ||||||||
Goodwill | 6,918 | — | 6,918 | |||||||||||
Dollars in Thousands | ||||||||||||||
2012 | ||||||||||||||
Laboratory Services | Genetic Assays and Platforms | Total | ||||||||||||
Net Sales | $ | 19,329 | $ | 12,151 | $ | 31,480 | ||||||||
Gross Profit | 9,316 | 5,694 | 15,010 | |||||||||||
Net (Loss) before Taxes | (6,874 | ) | (1,307 | ) | (8,181 | ) | ||||||||
Income Tax Expense | — | 146 | 146 | |||||||||||
Net (Loss) | $ | (6,874 | ) | $ | (1,453 | ) | $ | (8,327 | ) | |||||
Depreciation/Amortization | $ | 1,960 | $ | 318 | $ | 2,278 | ||||||||
Interest Expense | (851 | ) | (37 | ) | (888 | ) | ||||||||
December 31, 2012 | ||||||||||||||
Total Assets | $ | 29,196 | $ | 9,595 | $ | 38,791 | ||||||||
Goodwill | 6,918 | — | 6,918 | |||||||||||
Dollars in Thousands | ||||||||||||||
2011 | ||||||||||||||
Laboratory Services | Genetic Assays and Platforms | Total | ||||||||||||
Net Sales | $ | 18,318 | $ | 13,653 | $ | 31,971 | ||||||||
Gross Profit | 10,528 | 7,909 | 18,437 | |||||||||||
Net Loss before Taxes | (11,370 | ) | 1,633 | (9,737 | ) | |||||||||
Income Tax Expense | — | 45 | 45 | |||||||||||
Net Loss | $ | (11,370 | ) | $ | 1,588 | $ | (9,782 | ) | ||||||
Depreciation/Amortization | $ | 1,810 | $ | 291 | $ | 2,101 | ||||||||
Restructure | 29 | 12 | 41 | |||||||||||
Interest Expense | (958 | ) | — | (958 | ) | |||||||||
December 31, 2011 | ||||||||||||||
Total Assets | $ | 23,668 | $ | 9,894 | $ | 33,562 | ||||||||
Goodwill | 6,440 | — | 6,440 | |||||||||||
Net sales for the year ended December 31, 2013, 2012 and 2011 by country were as follows: | ||||||||||||||
Dollars in Thousands | ||||||||||||||
Years Ended December 31, | ||||||||||||||
2013 | 2012 | 2011 | ||||||||||||
United States | $ | 20,119 | $ | 22,727 | $ | 22,626 | ||||||||
Italy | 1,530 | 2,524 | 3,152 | |||||||||||
Germany | 1,218 | 907 | 750 | |||||||||||
United Kingdom | 748 | 1,703 | 778 | |||||||||||
France | 681 | 679 | 758 | |||||||||||
All Other Countries | 3,248 | 2,940 | 3,907 | |||||||||||
Total | $ | 27,544 | $ | 31,480 | $ | 31,971 | ||||||||
No other country accounted for more than 5% of total net sales. | ||||||||||||||
More than 99% of our long-lived assets are located within the United States. Substantially all of the remaining long-lived assets are located within Europe. |
ACQUISITIONS
ACQUISITIONS | 12 Months Ended | |
Dec. 31, 2013 | ||
Business Combinations [Abstract] | ' | |
Acquisition | ' | |
ACQUISITIONS | ||
ScoliScoreTM | ||
On September 21, 2012, we acquired certain intangible assets from Axial Biotech, Inc. ("Axial") related to the ScoliScoreTM assay. In consideration for the purchase of the intangible assets, we made a cash payment of approximately $3.4 million to Axial and certain of its creditors. In addition, following the transfer of all of the assets related to the ScoliScoreTM assay and confirmation that the ScoliScoreTM assay operates, within our laboratories pursuant to protocol agreed upon by us and Axial, during the years ended December 31, 2012 and 2013 we paid an additional $0.2 million and $0.8 million, respectively, to Axial and certain of its creditors. The total consideration paid was $4.4 million. This acquisition provides us with the ScoliScoreTM assay technology and intellectual property, and an established revenue and customer base. | ||
The following intangible assets were each valued separately using valuation approaches most appropriate for each specific asset. | ||
Acquired technology | Relief from Royalty Method | |
Tradenames | Relief from Royalty Method | |
Customer relationships | Multi-Period Excess Earnings Method | |
Covenants not to compete | With and Without Method | |
Patents | Relief from Royalty Method | |
The Income Approach uses valuation techniques to convert future amounts, cash flows or earnings, to a single, discounted amount. The fair value measure is based on the value that is indicated by market expectations about the present value of those future amounts. | ||
The Relief from Royalty Method assumes that if the Company did not have proprietary ownership of the genetic testing processes on which its revenues depend, it might elect to lease the rights or licenses from another company. The fair value is measured as the estimated discounted cash flows of the royalty payments avoided by ownership. | ||
The Multi Period Excess Earnings Method measures the fair value as the estimated discounted cash flows of the existing customer relationships over a period during which revenues from existing customer relationships are assumed to have been substantially replaced by revenues from future customers. | ||
The With and Without Method measures the fair value of the non-competition agreements as the probability adjusted difference between the estimated discounted cash flows with and without the effect of competition. The model that includes competition includes lost revenues as well as increased expenses required to rebuild the lost revenues. | ||
The acquired intangibles have the following useful lives; acquired technology - 10 years; third party payor relationships - 15 years; assay royalties 7 years; tradenames and trademarks - 7 years. | ||
The assets acquired were $3.9 million in identifiable intangible assets and $0.5 million in goodwill. No liabilities were assumed. The acquired assets are reported as a component of our laboratory services segment. | ||
The goodwill arising from the acquisition has been assigned to our Laboratory Services segment and is expected to be deductible for tax purposes. |
RESTRUCTURING_CHARGES
RESTRUCTURING CHARGES | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Restructuring Charges [Abstract] | ' | ||||||||||||
Restructuring | ' | ||||||||||||
RESTRUCTURING CHARGES | |||||||||||||
In the third quarter of 2010 we made a decision to consolidate our research and development activities in Omaha, Nebraska. We substantially completed the transition at December 31, 2010. We have recognized expenses for restructuring, including but not limited to, severance, facility costs and costs to move equipment from Gaithersburg, Maryland to Omaha, Nebraska. These restructuring charges are attributable to our Clinical Laboratories (now Laboratory services) and Diagnostic Tools (now Genetic Assays and Platforms) segments. | |||||||||||||
In the fourth quarter of 2010 we had a reduction in workforce of five employees with severance payments of less than $0.1 million which was attributable to our Diagnostic Tools (now Genetic Assays and Platforms) segment. | |||||||||||||
Restructuring charges include: | |||||||||||||
Dollars in Thousands | |||||||||||||
Costs Incurred in the year ended December 31, 2011 | Cumulative Costs | Total | |||||||||||
Incurred at | Expected Costs | ||||||||||||
December 31, 2011 | |||||||||||||
Severance and related costs | $ | — | $ | 53 | $ | 53 | |||||||
Facility closure costs | 28 | 74 | 74 | ||||||||||
Other | 13 | 52 | 52 | ||||||||||
Restructuring charges | $ | 41 | $ | 179 | $ | 179 | |||||||
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2013 | |
Subsequent Events [Abstract] | ' |
Subsequent Events | ' |
SUBSEQUENT EVENTS | |
Amended Certificate of Incorporation and Reverse Stock Split | |
At a special meeting of stockholders of Transgenomic held on January 14, 2014 (the “Special Meeting”), the stockholders of the Company approved the authorization of the Board to, in its discretion, amend the Company’s Third Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to effect a reverse split of the Company’s common stock, par value $0.01 at a ratio of between one-for-four to one-for-twenty-five, with such ratio to be determined by the Board. On January 15, 2014, the Board determined to set the reverse stock split ratio at one-for-twelve (the “Reverse Stock Split”) and approved the final form of Certificate of Amendment to the Certificate of Incorporation to effectuate the Reverse Stock Split (the “Certificate of Amendment”). The Certificate of Amendment was filed with the Secretary of State of the State of Delaware on January 24, 2014, and the Reverse Stock Split became effective in accordance with the terms of the Certificate of Amendment at 5:00 p.m. Central Time on January 27, 2014 (the “Effective Time”). | |
At the Effective Time, every 12 shares of common stock issued and outstanding were automatically combined into one share of issued and outstanding common stock, without any change in the par value per share. No fractional shares were issued as a result of the Reverse Stock Split. Stockholders who otherwise would be entitled to receive a fractional share in connection with the Reverse Stock Split received a cash payment in lieu thereof. | |
After giving effect to the Reverse Stock Split, the common stock and outstanding preferred stock have the same proportional voting rights and rights to dividends and distributions and are identical in all other respects to the rights of the common stock and preferred stock as of immediately prior to the Effective Time (with the conversion rate of the outstanding Series A Convertible Preferred Stock being proportionately reduced), except for immaterial changes and adjustments resulting from the treatment of fractional shares. | |
Increase in Shares Available for Issuance Pursuant to 2006 Equity Incentive Plan | |
At the Special Meeting, the stockholders of the Company approved amendments to the Plan to increase the number of shares of common stock that may be issued under the Plan by 833,333 shares and to provide for a corresponding increase in the limits on the number of incentive stock options and awards other than options or stock appreciation rights that may be granted under the Plan. The amendments to the Plan were conditioned upon the approval by the Company’s stockholders, and the effectiveness, of the Reverse Stock Split. Therefore, at the Effective Time, the total number of shares that the Company may issue under the Plan was increased to 1,666,667 shares; and the total number of such shares that may be used for grants of restricted stock, restricted stock units, performance units, performance shares and other awards was increased to no more than 1,250,000 shares. | |
Amended Loan and Security Agreement | |
On January 27, 2014, we entered into a third amendment to the Loan Agreement. 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 our Loan Agreement with the Lenders, which provides that we will not be required to make any principal or interest payments under the Term Loan for the period from March 1, 2014 through March 31, 2015. Accordingly, pursuant to the amended Loan Agreement, the next principal and interest payment under the Term Loan will be due on April 1, 2015. | |
Issuance of Series B Preferred Stock | |
On March 5, 2014, the Company entered into a Series B Convertible Preferred Stock Purchase Agreement (the “Series B Purchase Agreement”) with affiliates of Third Security (the “2014 Third Security Investors”), pursuant to which the Company, in a private placement, sold and issued an aggregate of 1,443,297 shares of the Company’s Series B Convertible 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 $7,000,000. Each share of Series B Preferred Stock issued pursuant to the Series B Purchase Agreement is initially convertible into shares of the Company’s 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, the Company also entered into a Registration Rights Agreement, dated March 5, 2014, with the 2014 Third Security Investors, pursuant to which the Company 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. | |
Third Security, LLC and its affiliates (collectively, “Third Security”), which holds more than 10% of the outstanding voting stock of the Company, participated in the Series B financing. Additionally, Doit L. Koppler II and Robert M. Patzig, directors of the Company, are affiliated with Third Security, LLC. | |
The 2014 Series B Preferred Stock financing required the repricing and issuance of additional common stock warrants to the investors in the Company's February 2012 common stock and warrant financing. The exercise price of these 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. |
SUMMARY_OF_SIGNIFICANT_ACCOUNT1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended | |
Dec. 31, 2013 | ||
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 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. | ||
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. Additionally, accrued preferred stock dividends have been re-classed to conform to the current year presentation. | ||
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. See Footnote 12 Fair Value. | ||
Cash and Cash Equivalents | ' | |
Cash and Cash Equivalents. | ||
Cash and cash equivalents include cash and investments with original maturities at the date of acquisition of three months or less. Such investments presently consist of temporary overnight investments | ||
Concentration of Cash | ' | |
Concentrations of Cash. | ||
From time to time, we may maintain a cash position with financial institutions in amounts that exceed federally insured limits. We have not experienced any losses on such accounts as of December 31, 2013. | ||
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 | ||
Goodwill | ' | |
Goodwill. | ||
Goodwill is tested for impairment annually utilizing a combination of income and market approaches. The income approach applies a discounted cash flow methodology to the Company's future period projections and the market approach uses market available information on the Company. We perform this impairment analysis during the fourth quarter of each year or when a significant event occurs that may impact goodwill. Impairment may occur when the carrying value of the reporting unit exceeds its fair value. If the carrying value of the reporting unit exceeds its fair value, the fair value of all identifiable tangible and intangible assets and liabilities is determined as part of a hypothetical purchase price allocation to determine the amount of goodwill impairment. No impairment of goodwill has occurred to date. | ||
Intangibles | ' | |
Intangibles. | ||
Intangible assets include intellectual property, patents and acquired products. At December 31, 2013, the Company revised its estimate of useful lives on certain intangible assets which will cause amortization expense in 2014 to be $0.4 million lower. | ||
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 a part of the FAMILION acquisition and acquisition of certain intangible assets from Axial, we 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 eight years. See Footnote 4 "Intangibles and Other Assets" to our accompanying consolidated financial statements. | ||
We review our amortizable long lived assets for impairment 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). No loss has been recorded during the years ended December 31, 2013, 2012 or 2011. | ||
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. See Footnote 12 - Fair Value. | ||
Preferred Stock | ' | |
Preferred Stock. | ||
Prior to the 2011 modification, the Series A Preferred Stock met the definition of mandatorily redeemable stock as it was preferred capital stock which was redeemable at the option of the holder and therefore was reported outside of equity. The Series A Preferred Stock was accreted to its redemption value. Prior to the 2011 modification, the warrants to purchase shares of series A Preferred Stock (“Series A Warrants”) did not qualify to be treated as equity and accordingly, were recorded as a liability. A preferred stock conversion feature was embedded within the Series A Preferred Stock that met the definition of a derivative. The Series A Preferred Stock, Series A Warrant liability and Series A Preferred Stock conversion feature were all recorded separately and were initially recorded at fair value using the Black-Scholes model. We were required to record these instruments at fair value at each reporting date and changes were recorded as an adjustment to earnings. The Series A Warrant liability and Series A Preferred Stock conversion feature were considered Level 3 financial instruments. | ||
In November 2011, we entered into a transaction with the holders of the Series A Preferred Stock (the “Series A Holders”), pursuant to an Agreement Regarding Preferred Stock (the “Amendment Agreement”), in which the Series A Holders 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 stockholder meeting, vote to amend the Certificate of Designation for the Series A Preferred Stock to remove the anti-dilution and redemption features of the Series A Preferred Stock. In exchange, we issued shares of common stock to the Series A Holders having an aggregate market value of $0.3 million. Our stockholders approved the amendments to the Certificate of Designation for the Series A Preferred Stock at the 2012 Annual Meeting of Stockholders held on May 23, 2012, and we filed the Certificate of Designation for the Series A Preferred Stock with the Delaware Secretary of State on May 25, 2012. | ||
As a result of the Amendment Agreement, the value 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. | ||
Expense on Preferred Stock | ' | |
The expense associated with the change in value of the Series A Preferred Stock conversion feature is a non-cash item. There was no expense on preferred stock in 2013 or 2012. | ||
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, 2013 had vesting periods of one or three years from date of grant. None of the stock options outstanding at December 31, 2013 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 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 Laboratory Services, net sales from Patient Testing labs 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 our Biomarker Identification labs, 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. 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, 2013 and 2012, deferred net sales associated with pharmacogenomics research projects, included in the balance sheet in deferred revenue, was $0.2 million and $0.2 million, respectively. | ||
Net sales of Genetic Assays and Platforms products 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. At December 31, 2013 and 2012, deferred net sales, mainly associated with our service contracts, included in the balance sheet in deferred revenue was approximately $0.9 million and $1.0 million, respectively. | ||
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 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. | ||
Other Income | ' | |
Other Income. | ||
Other income in the year ended December 31, 2011 includes an award of a federal grant under the Qualifying Therapeutic Discovery Project related to COLD-PCR, Surveyor Scan kit development for detecting key cancer pathway gene mutations and mtDNA damage assays. | ||
Comprehensive Income | ' | |
Comprehensive Income. | ||
Accumulated other comprehensive income at December 31, 2013, 2012 and 2011 consisted of foreign currency translation adjustments, net of applicable tax of zero. | ||
Earnings Per Share | ' | |
Earnings Per Share. | ||
Basic earnings per share is calculated based on the weighted-average number of shares of common stock outstanding during each period. Diluted earnings per share include 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 February 2013, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”)No. 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, to improve the transparency of reporting reclassifications out of accumulated other comprehensive income. The amendments in the Update do not change the current requirements for reporting net income or other comprehensive income in financial statements. The new amendments will require an organization to present (either on the face of the statement where net income is presented or in the notes) the effects on the line items of net income of significant amounts reclassified out of accumulated other comprehensive income if the item reclassified is required under generally accepted accounting principles in the U.S. (“U.S. GAAP”) to be reclassified to net income in its entirety in the same reporting period. Additionally, for other amounts that are not required under U.S. GAAP to be reclassified in their entirety to net income in the same reporting period, an entity is required to cross-reference other disclosures required under U.S. GAAP to provide additional detail about those amounts. For public companies, the amendments were effective for reporting periods beginning after December 15, 2012. Our adoption of this guidance did not have a material impact on our consolidated financial statements. | ||
In February 2013 FASB issued ASU No. 2013-04, Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation Is Fixed at the Reporting Date (“ASU 2013-04”). ASU 2013-04 requires reporting and disclosure of obligations resulting from joint and several liability arrangements within the scope of Subtopic 405-40 for which the total amount of the obligation is fixed at the reporting date. For public companies, ASU 2013-04 is effective for fiscal years and interim periods within those years beginning after December 15, 2013. The guidance in ASU 2013-04 is to be applied retrospectively for those obligations resulting from joint and several liability arrangements within the scope of Subtopic 405-40 that exist at the beginning of an entity’s fiscal year of adoption. Earlier application is permitted. When adopted, ASU 2013-04 is not expected to materially impact our consolidated financial statements. | ||
In March 2013, the FASB released ASU No. 2013-05, Foreign Currency Matters (Topic 830): Parent's Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity (a consensus of the FASB Emerging Issues Task Force)(“ASU 2013-05”). ASU 2013-05 provides that, when a reporting entity (parent) ceases to have a controlling financial interest in a subsidiary or group of assets that is a nonprofit activity or a business within a foreign entity, the parent is required to release any related cumulative translation adjustment into net income. The provisions of ASU 2013-05 are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. When adopted, ASU 2013-05 is not expected to materially impact our consolidated financial statements. | ||
In July 2013, the FASB issued Accounting Standards Update, or ASU, No. 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. ASU 2013-11 provides explicit guidance on the financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. The guidance is effective prospectively for fiscal years, and interim periods within those years, beginning after December 15, 2013, with an option for early adoption. The Company intends to adopt this guidance at the beginning of our first quarter of fiscal year 2014, and does not expect the adoption of this standard will have a material impact on its financial statements. |
SUMMARY_OF_SIGNIFICANT_ACCOUNT2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended | |||||||||||||||
Dec. 31, 2013 | ||||||||||||||||
Accounting Policies [Abstract] | ' | |||||||||||||||
Allowance for doubtful accounts rollforward | ' | |||||||||||||||
The following is a summary of activity for the allowance for doubtful accounts during the years ended December 31, 2013, 2012 and 2011: | ||||||||||||||||
Dollars in Thousands | ||||||||||||||||
Beginning | Provision | Write Offs | Ending | |||||||||||||
Balance | Balance | |||||||||||||||
Year ended December 31, 2013 | $ | 2,171 | $ | 5,548 | $ | (3,881 | ) | $ | 3,838 | |||||||
Year ended December 31, 2012 | $ | 1,088 | $ | 2,468 | $ | (1,385 | ) | $ | 2,171 | |||||||
Year ended December 31, 2011 | $ | 334 | $ | 1,738 | $ | (984 | ) | $ | 1,088 | |||||||
Allowance for obsolete inventory rollforward | ' | |||||||||||||||
The following is a summary of activity for the allowance for obsolete inventory during the year ended December 31, 2013, 2012 and 2011: | ||||||||||||||||
Dollars in Thousands | ||||||||||||||||
Beginning | Provision | Write Offs | Ending | |||||||||||||
Balance | Balance | |||||||||||||||
Year ended December 31, 2013 | $ | 616 | $ | 217 | $ | (34 | ) | $ | 799 | |||||||
Year ended December 31, 2012 | $ | 511 | $ | 129 | $ | (24 | ) | $ | 616 | |||||||
Year ended December 31, 2011 | $ | 518 | $ | 48 | $ | (55 | ) | $ | 511 | |||||||
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 |
INVENTORIES_Tables
INVENTORIES (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Inventory Disclosure [Abstract] | ' | |||||||
Inventories | ' | |||||||
Inventories (net of allowance for slow moving and obsolescence) consisted of the following: | ||||||||
Dollars in Thousands | ||||||||
December 31, | December 31, | |||||||
2013 | 2012 | |||||||
Finished goods | $ | 2,978 | $ | 4,057 | ||||
Raw materials and work in process | 1,567 | 1,547 | ||||||
Demonstration inventory | 211 | 104 | ||||||
$ | 4,756 | $ | 5,708 | |||||
Less allowances | (799 | ) | (616 | ) | ||||
Total | $ | 3,957 | $ | 5,092 | ||||
INTANGIBLES_AND_OTHER_ASSETS_T
INTANGIBLES AND OTHER ASSETS (Tables) | 12 Months Ended | |||||||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||||||||||||||||||
Schedule of Indefinite-Lived and Finite-Lived Intangible Assets | ' | |||||||||||||||||||||||
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 | |||||||||||||||||||||||
Long-lived intangible assets and other assets consisted of the following: | ||||||||||||||||||||||||
Dollars in Thousands | ||||||||||||||||||||||||
December 31, 2013 | December 31, 2012 | |||||||||||||||||||||||
Cost | Accumulated | Net Book | Cost | Accumulated | Net Book | |||||||||||||||||||
Amortization | Value | Amortization | Value | |||||||||||||||||||||
Acquired technology | $ | 9,009 | $ | 3,175 | $ | 5,834 | $ | 9,009 | $ | 1,910 | $ | 7,099 | ||||||||||||
Assay royalties | 1,434 | 614 | 820 | 1,434 | 410 | 1,024 | ||||||||||||||||||
Third party payor relationships | 367 | 73 | 294 | 367 | 49 | 318 | ||||||||||||||||||
Tradenames and trademarks | 824 | 233 | 591 | 824 | 115 | 709 | ||||||||||||||||||
Customer relationships | 652 | 54 | 598 | 652 | 11 | 641 | ||||||||||||||||||
Covenants not to compete | 184 | 77 | 107 | 184 | 15 | 169 | ||||||||||||||||||
Patents | 1,153 | 336 | 817 | 929 | 280 | 649 | ||||||||||||||||||
Intellectual property | 170 | 36 | 134 | 170 | 15 | 155 | ||||||||||||||||||
$ | 13,793 | $ | 4,598 | $ | 9,195 | $ | 13,569 | $ | 2,805 | $ | 10,764 | |||||||||||||
DEBT_Tables
DEBT (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Debt Disclosure [Abstract] | ' | ||||||||
Schedule of Debt | ' | ||||||||
Dollars in Thousands | |||||||||
Year Ended December 31, | |||||||||
2013 | 2012 | ||||||||
Revolving Line (1) | $ | 2,560 | $ | — | |||||
Term Loan (2) | 4,000 | — | |||||||
PGxHealth note payable (the “First Note”) (3) | — | 6,171 | |||||||
Total debt | 6,560 | 6,171 | |||||||
Current portion of long term debt | (242 | ) | (6,171 | ) | |||||
Long term debt, net of current maturities | $ | 6,318 | $ | — | |||||
On March 13, 2013 (the “Effective Date”), we entered into a Loan and Security Agreement with affiliates of Third Security, LLC (the “Lenders”) for (a) a revolving line of credit (the “Revolving Line”) with borrowing availability of up to $4.0 million, subject to reduction based on our eligible accounts receivable, and (b) a term loan (the “Term Loan”) of $4.0 million (the “Loan Agreement”). Proceeds were used to pay off the First Note 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, reduces our future minimum revenue covenants under the Loan Agreement and modifies 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 is effective as of October 31, 2013, reduces 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”). The Fourth Amendment provides that we will not be required to make any principal or interest payments under the Term Loan for the period from March 1, 2014 through March 31, 2015. Accordingly, pursuant to the Loan Agreement as amended by the Fourth Amendment, the next principal and interest payment under the Term Loan will be due on April 1, 2015. | |||||||||
-1 | Revolving Line of Credit. Amounts advanced under the Revolving Line bear 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, amounts advanced under the Revolving Line bear interest at an annual rate equal to the greater of (x) 6.25% or (y) the Wall Street Journal prime rate plus 3%. The current interest rate is 6.25%. Under the Loan Agreement, we paid the Lenders an upfront fee of $20,000, and will pay the Lenders an additional commitment fee of $20,000 on each one year anniversary of the Effective Date during the term of the Revolving Line. In addition, a fee of 0.5% per annum is payable quarterly on the unused portion of the Revolving Line. The Revolving Line matures on September 1, 2016. | ||||||||
-2 | Term Loan. We received $4.0 million under the Term Loan on the Effective Date. Pursuant to the terms of the Loan Agreement, as amended by the Fourth Amendment, we are required to make monthly payments of interest to the Lenders commencing on April 1, 2015. 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 5% of the total outstanding balance under the Term Loan if the prepayment occurs within one year after the Effective Date, 2.5% of the total outstanding balance under the Term Loan if the prepayment occurs between one and two years after the Effective Date, and 1% of the total outstanding balance under the Term Loan if the prepayment occurs thereafter. | |||||||||
Additional Terms | |||||||||
The Loan Agreement contains affirmative and negative covenants. Under the Term Loan, we are required to maintain a minimum liquidity ratio and achieve a minimum amount of revenue, and we also agreed not to (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, 2013, the Company was in compliance with the minimum revenue covenant. The Company was not in compliance with the minimum liquidity ratio. Pursuant to the Third Amendment, the Lenders agreed to waive the event of default. | |||||||||
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 | First Note. The First Note was 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. Interest was payable at 10% per year with quarterly interest payments through March 29, 2012. Thereafter, quarterly installments included both principal and interest through December 30, 2013. The First Note was paid in full on March 13, 2013. | ||||||||
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): | |||||||||
2014 | $ | 242 | |||||||
2015 | 1,879 | ||||||||
2016 | 4,439 | ||||||||
$ | 6,560 | ||||||||
CAPITAL_LEASES_Tables
CAPITAL LEASES (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
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, | ||||||
2013 | 2012 | |||||||
Equipment | $ | 1,514 | $ | 1,323 | ||||
Less: Accumulated amortization | (721 | ) | (420 | ) | ||||
Total | $ | 793 | $ | 903 | ||||
Schedule of Future Minimum Lease Payments for Capital Leases | ' | |||||||
Year ending December 31: | ||||||||
Dollars in Thousands | ||||||||
2014 | $ | 160 | ||||||
2015 | 37 | |||||||
2016 | 3 | |||||||
2017 | 1 | |||||||
Total minimum lease payments | $ | 201 | ||||||
Less: Amount representing interest | (17 | ) | ||||||
Present value of net minimum lease payments | $ | 184 | ||||||
COMMITMENTS_AND_CONTINGENCIES_
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended | |||
Dec. 31, 2013 | ||||
Commitments and Contingencies Disclosure [Abstract] | ' | |||
Schedule of Future Minimum Rental Payments for Operating Leases | ' | |||
Future minimum lease payments under non-cancellable operating leases are as follows (in thousands): | ||||
2014 | $ | 1,097 | ||
2015 | 1,013 | |||
2016 | 880 | |||
2017 | 763 | |||
2018 | 485 | |||
thereafter | 862 | |||
$ | 5,100 | |||
INCOME_TAXES_Tables
INCOME TAXES (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||||||
Schedule of Effective Income Tax Rate Reconciliation | ' | ||||||||||||
The Company’s provision for income taxes for the years ended December 31, 2013, 2012 and 2011 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 | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Benefit at federal rate | $ | (5,454 | ) | $ | (2,781 | ) | $ | (3,311 | ) | ||||
Increase (decrease) resulting from: | |||||||||||||
State income taxes—net of federal benefit | (518 | ) | 2 | 2 | |||||||||
Foreign subsidiary tax rate difference | (3 | ) | (27 | ) | (94 | ) | |||||||
Tax contingency | 23 | 22 | 28 | ||||||||||
Expiring net operating loss carryforwards | — | 1,472 | 988 | ||||||||||
Earnings repatriation | — | 582 | — | ||||||||||
Miscellaneous permanent differences | 155 | 284 | 332 | ||||||||||
Liability warrants | (102 | ) | (748 | ) | 2,062 | ||||||||
Tax credits | — | 215 | — | ||||||||||
State, net operating loss expiration/true-up | 1,179 | — | — | ||||||||||
Other—net | (80 | ) | 15 | (53 | ) | ||||||||
Valuation allowance | 4,746 | 1,110 | 91 | ||||||||||
Total income tax (benefit) expense | $ | (54 | ) | $ | 146 | $ | 45 | ||||||
Schedule of Components of Income Tax Expense (Benefit) | ' | ||||||||||||
Dollars in Thousands | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Federal: | |||||||||||||
Current | $ | — | $ | — | $ | 16 | |||||||
Deferred | — | — | — | ||||||||||
Total Federal | $ | — | $ | — | $ | 16 | |||||||
State: | |||||||||||||
Current | $ | — | $ | 3 | $ | 3 | |||||||
Deferred | — | — | — | ||||||||||
Total State | $ | — | $ | 3 | $ | 3 | |||||||
Foreign: | |||||||||||||
Current | $ | 20 | $ | 46 | $ | 159 | |||||||
Deferred | (74 | ) | 97 | (133 | ) | ||||||||
Total Foreign | $ | (54 | ) | $ | 143 | $ | 26 | ||||||
Total Tax Provision | $ | (54 | ) | $ | 146 | $ | 45 | ||||||
Schedule of Deferred Tax Assets and Liabilities | ' | ||||||||||||
The Company’s deferred income tax asset at December 31, 2013 and 2012 is comprised of the following temporary differences: | |||||||||||||
Dollars in Thousands | |||||||||||||
2013 | 2012 | ||||||||||||
Deferred Tax Asset: | |||||||||||||
Net operating loss carryforward | $ | 42,950 | $ | 39,481 | |||||||||
Research and development credit carryforwards | 951 | 1,017 | |||||||||||
Deferred revenue | 174 | 188 | |||||||||||
Inventory | 275 | 224 | |||||||||||
Other | 1,997 | 1,111 | |||||||||||
46,347 | 42,021 | ||||||||||||
Less valuation allowance | (46,088 | ) | (41,342 | ) | |||||||||
Deferred Tax Asset | $ | 259 | $ | 679 | |||||||||
Deferred Tax Liability: | |||||||||||||
Foreign earnings | $ | 25 | $ | 398 | |||||||||
Property and equipment | 186 | 300 | |||||||||||
Deferred Tax Liability | $ | 211 | $ | 698 | |||||||||
Net Deferred Asset (Liability) | $ | 48 | $ | (19 | ) | ||||||||
Summary of Operating Loss Carryforwards | ' | ||||||||||||
At December 31, 2013, we had total unused federal tax net operating loss carryforwards of $121.7 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 | 12,137 | ||||||||||||
$ | 121,659 | ||||||||||||
STOCKHOLDERS_EQUITY_Tables
STOCKHOLDERS' EQUITY (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Stockholders' Equity Note [Abstract] | ' | ||||||||
Schedule of Stockholders' Equity Note, Warrants or Rights | ' | ||||||||
Warrants to purchase an aggregate of 2,220,281 shares of common stock were outstanding at December 31, 2013. | |||||||||
Warrant Holder | Issue Year | Expiration | Underlying | Exercise | |||||
Shares | Price | ||||||||
Third Security Investors(1) | 2010 | Dec-15 | 431,025 | $6.96 | |||||
Various Institutional Holders(2) | 2012 | Feb-17 | 952,925 | $12.96 | |||||
Third Security Investors(2) | 2012 | Feb-17 | 144,675 | $12.96 | |||||
Various Institutional Holders(3) | 2013 | Jan-18 | 441,656 | $9.00 | |||||
Third Security Investors(3) | 2013 | Jan-18 | 250,000 | $9.00 | |||||
2,220,281 | |||||||||
-1 | This Warrant was issued in connection with the issuance of warrants to purchase shares of our Series A Preferred Stock to the Third Security Investors in December 2010. The number of underlying shares shown reflects the number of shares of common stock issuable upon conversion of the shares of Series A Preferred Stock for which this Warrant is currently exercisable. | ||||||||
-2 | These Warrants were issued in connection with the Private Placement completed in February 2012 and are classified as a liability in our financial statements. See Footnote 12 - 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. | ||||||||
-3 | These warrants were issued in connection with the offering, which was completed in January 2013. |
EQUITY_INCENTIVE_PLAN_Tables
EQUITY INCENTIVE PLAN (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
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, 2013: | ||||||||
Number of | Weighted Average | |||||||
Options | Exercise Price | |||||||
Balance at January 1, 2013: | 362,764 | $ | 12.6 | |||||
Granted | 421,667 | 4.56 | ||||||
Forfeited | (80,889 | ) | (9.48 | ) | ||||
Expired | (138,514 | ) | (12.48 | ) | ||||
Balance at December 31, 2013: | 565,028 | $ | 6.6 | |||||
Exercisable at December 31, 2013 | 153,793 | $ | 12.72 | |||||
Schedule of Other Share-based Compensation, Activity | ' | |||||||
Stock Appreciation Rights (“SARs”). | ||||||||
The following table summarizes SARs activity under the Plan during the year ended December 31, 2013: | ||||||||
Number of | Weighted Average | |||||||
Options | Exercise Price | |||||||
Balance at January 1, 2013: | — | $ | — | |||||
Granted | 138,333 | 4.32 | ||||||
Balance at December 31, 2013: | 138,333 | $ | 4.32 | |||||
Exercisable at December 31, 2013 | — | $ | — | |||||
FAIR_VALUE_Tables
FAIR VALUE (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
Fair Value Disclosures [Abstract] | ' | |||||||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | ' | |||||||||||
During the year ended December 31, 2013, 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, 2013 | ||||||||||||
Balance at December 31, 2012 | $ | 900 | ||||||||||
Total gains or losses: | ||||||||||||
Recognized in earnings | (300 | ) | ||||||||||
Balance at December 31, 2013 | $ | 600 | ||||||||||
During the year ended December 31, 2011, the changes in the fair value of the liabilities measured using significant unobservable inputs (Level 3) were comprised of the following: | ||||||||||||
Dollars in Thousands | ||||||||||||
For the year ended | ||||||||||||
31-Dec-11 | ||||||||||||
Preferred | Preferred Stock Warrant Liability | Total | ||||||||||
Stock | ||||||||||||
Conversion | ||||||||||||
Feature | ||||||||||||
Beginning balance at January 1, 2011 | $ | 1,983 | $ | 2,351 | $ | 4,334 | ||||||
Total gains or losses: | ||||||||||||
Recognized in earnings | 5,317 | 449 | 5,766 | |||||||||
Balance at November 8, 2011 | 7,300 | 2,800 | 10,100 | |||||||||
Reclassification to stockholders' equity due to Amendment Agreement | (7,300 | ) | (2,800 | ) | (10,100 | ) | ||||||
Balance as of December 31, 2011 | $ | — | $ | — | $ | — | ||||||
SELECTED_QUARTERLY_FINANCIAL_D1
SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED) (Tables) | 12 Months Ended | |||||||||||||||
Dec. 31, 2013 | ||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | ' | |||||||||||||||
Schedule of Quarterly Financial Information | ' | |||||||||||||||
In thousands except per share data | ||||||||||||||||
31-Mar | 30-Jun | 30-Sep | 31-Dec | |||||||||||||
2013 | ||||||||||||||||
Net Sales | $ | 7,374 | $ | 7,306 | $ | 6,646 | $ | 6,218 | ||||||||
Gross Profit | 3,681 | 3,410 | 2,851 | 2,554 | ||||||||||||
Net Loss | (3,586 | ) | (2,867 | ) | (5,552 | ) | (3,982 | ) | ||||||||
Basic and diluted loss per common share | $ | (0.54 | ) | $ | (0.41 | ) | $ | (0.78 | ) | $ | (0.57 | ) | ||||
2012 | ||||||||||||||||
Net Sales | $ | 7,206 | $ | 9,093 | $ | 7,889 | $ | 7,292 | ||||||||
Gross Profit | 3,104 | 4,562 | 3,800 | 3,544 | ||||||||||||
Net Income (Loss) | (2,696 | ) | (563 | ) | (2,754 | ) | (2,314 | ) | ||||||||
Basic and diluted loss per common share | $ | (0.55 | ) | $ | (0.12 | ) | $ | (0.49 | ) | $ | (0.42 | ) |
OPERATING_SEGMENT_AND_GEOGRAPH1
OPERATING SEGMENT AND GEOGRAPHIC INFORMATION (Tables) | 12 Months Ended | |||||||||||||
Dec. 31, 2013 | ||||||||||||||
Segment Reporting [Abstract] | ' | |||||||||||||
Schedule of Segment Reporting Information, by Segment | ' | |||||||||||||
Dollars in Thousands | ||||||||||||||
2011 | ||||||||||||||
Laboratory Services | Genetic Assays and Platforms | Total | ||||||||||||
Net Sales | $ | 18,318 | $ | 13,653 | $ | 31,971 | ||||||||
Gross Profit | 10,528 | 7,909 | 18,437 | |||||||||||
Net Loss before Taxes | (11,370 | ) | 1,633 | (9,737 | ) | |||||||||
Income Tax Expense | — | 45 | 45 | |||||||||||
Net Loss | $ | (11,370 | ) | $ | 1,588 | $ | (9,782 | ) | ||||||
Depreciation/Amortization | $ | 1,810 | $ | 291 | $ | 2,101 | ||||||||
Restructure | 29 | 12 | 41 | |||||||||||
Interest Expense | (958 | ) | — | (958 | ) | |||||||||
December 31, 2011 | ||||||||||||||
Total Assets | $ | 23,668 | $ | 9,894 | $ | 33,562 | ||||||||
Goodwill | 6,440 | — | 6,440 | |||||||||||
Dollars in Thousands | ||||||||||||||
2012 | ||||||||||||||
Laboratory Services | Genetic Assays and Platforms | Total | ||||||||||||
Net Sales | $ | 19,329 | $ | 12,151 | $ | 31,480 | ||||||||
Gross Profit | 9,316 | 5,694 | 15,010 | |||||||||||
Net (Loss) before Taxes | (6,874 | ) | (1,307 | ) | (8,181 | ) | ||||||||
Income Tax Expense | — | 146 | 146 | |||||||||||
Net (Loss) | $ | (6,874 | ) | $ | (1,453 | ) | $ | (8,327 | ) | |||||
Depreciation/Amortization | $ | 1,960 | $ | 318 | $ | 2,278 | ||||||||
Interest Expense | (851 | ) | (37 | ) | (888 | ) | ||||||||
December 31, 2012 | ||||||||||||||
Total Assets | $ | 29,196 | $ | 9,595 | $ | 38,791 | ||||||||
Goodwill | 6,918 | — | 6,918 | |||||||||||
Segment information for the years ended December 31, 2013, 2012 and 2011 is as follows: | ||||||||||||||
Dollars in Thousands | ||||||||||||||
2013 | ||||||||||||||
Laboratory Services | Genetic Assays and Platforms | Total | ||||||||||||
Net Sales | $ | 15,391 | $ | 12,153 | $ | 27,544 | ||||||||
Gross Profit | 6,820 | 5,676 | 12,496 | |||||||||||
Net Loss before Taxes | (12,486 | ) | (3,555 | ) | (16,041 | ) | ||||||||
Income Tax Expense | — | (54 | ) | (54 | ) | |||||||||
Net Loss | $ | (12,486 | ) | $ | (3,501 | ) | $ | (15,987 | ) | |||||
Depreciation/Amortization | $ | 2,467 | $ | 281 | $ | 2,748 | ||||||||
Interest Expense | (398 | ) | (244 | ) | (642 | ) | ||||||||
December 31, 2013 | ||||||||||||||
Total Assets | $ | 21,711 | $ | 8,567 | $ | 30,278 | ||||||||
Goodwill | 6,918 | — | 6,918 | |||||||||||
Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Areas | ' | |||||||||||||
Net sales for the year ended December 31, 2013, 2012 and 2011 by country were as follows: | ||||||||||||||
Dollars in Thousands | ||||||||||||||
Years Ended December 31, | ||||||||||||||
2013 | 2012 | 2011 | ||||||||||||
United States | $ | 20,119 | $ | 22,727 | $ | 22,626 | ||||||||
Italy | 1,530 | 2,524 | 3,152 | |||||||||||
Germany | 1,218 | 907 | 750 | |||||||||||
United Kingdom | 748 | 1,703 | 778 | |||||||||||
France | 681 | 679 | 758 | |||||||||||
All Other Countries | 3,248 | 2,940 | 3,907 | |||||||||||
Total | $ | 27,544 | $ | 31,480 | $ | 31,971 | ||||||||
ACQUISITIONS_Tables
ACQUISITIONS (Tables) | 12 Months Ended | |
Dec. 31, 2013 | ||
Business Combinations [Abstract] | ' | |
Schedule Of Intangible Assets, Valuation Approach | ' | |
The following intangible assets were each valued separately using valuation approaches most appropriate for each specific asset. | ||
Acquired technology | Relief from Royalty Method | |
Tradenames | Relief from Royalty Method | |
Customer relationships | Multi-Period Excess Earnings Method | |
Covenants not to compete | With and Without Method | |
Patents | Relief from Royalty Method |
RESTRUCTURING_CHARGES_Tables
RESTRUCTURING CHARGES (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Restructuring Charges [Abstract] | ' | ||||||||||||
Schedule of Restructuring Reserve by Type of Cost | ' | ||||||||||||
Restructuring charges include: | |||||||||||||
Dollars in Thousands | |||||||||||||
Costs Incurred in the year ended December 31, 2011 | Cumulative Costs | Total | |||||||||||
Incurred at | Expected Costs | ||||||||||||
December 31, 2011 | |||||||||||||
Severance and related costs | $ | — | $ | 53 | $ | 53 | |||||||
Facility closure costs | 28 | 74 | 74 | ||||||||||
Other | 13 | 52 | 52 | ||||||||||
Restructuring charges | $ | 41 | $ | 179 | $ | 179 | |||||||
BUSINESS_DESCRIPTION_Details
BUSINESS DESCRIPTION (Details) | 12 Months Ended |
Dec. 31, 2013 | |
operating_segments | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Number of operating segments | 2 |
SUMMARY_OF_SIGNIFICANT_ACCOUNT3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Accounts Receivable (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Allowance for Doubtful Accounts Receivable [Roll Forward] | ' | ' | ' |
Beginning Balance | $2,171 | $1,088 | $334 |
Provision | 5,548 | 2,468 | 1,738 |
Write Offs | -3,881 | -1,385 | -984 |
Ending Balance | $3,838 | $2,171 | $1,088 |
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_ACCOUNT4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Inventories (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Obsolete Inventory [Roll Forward] | ' | ' | ' |
Beginning Balance | $616 | $511 | $518 |
Provision | 217 | 129 | 48 |
Write Offs | 34 | 24 | 55 |
Ending Balance | $799 | $616 | $511 |
SUMMARY_OF_SIGNIFICANT_ACCOUNT5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Property, Plant and Equipment (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Depreciation expense | $0.60 | $0.80 | $0.60 |
Depreciation expense, capital leases | $0.30 | $0.30 | $0.20 |
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_ACCOUNT6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Accounting Policies (Details) (USD $) | 12 Months Ended | 12 Months Ended | 0 Months Ended | ||||||||||||||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Jan. 27, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2011 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Jan. 27, 2014 | ||||
Pharmacogenomic services | Pharmacogenomic services | Diagnostic tools | Diagnostic tools | Warrant | Common Stock | Accumulated Deficit | Minimum | Maximum | Familion | Familion | Subsequent event | ||||||||
Minimum | Maximum | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Common stock reverse stock split, conversion ratio | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.0833 | |||
Common stock, par value | $0.01 | [1] | $0.01 | [1] | ' | $0.01 | [1] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amortization expense, 2014 decrease | $400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Finite-lived intangible asset, useful life | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '7 years | '8 years | ' | |||
Preferred stock revaluation | 0 | 0 | 6,066,000 | ' | ' | ' | ' | ' | 5,800,000 | 300,000 | ' | ' | ' | ' | ' | ' | |||
Equity awards, contractual term | '10 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Equity awards, vesting period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '1 year | '3 years | ' | ' | ' | |||
Deferred revenue | 1,088,000 | 1,171,000 | ' | ' | 200,000 | 200,000 | 900,000 | 1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | |||
Other accrued liabilities | 2,037,000 | 3,686,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Foreign currency translation adjustment, net of tax | -45,000 | 99,000 | 54,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Foreign currency translation income (loss) | 100,000 | -100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Federal grant income, net of consulting fees | ' | ' | 200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Reclassification of other comprehensive income (loss) | ' | ' | $0 | ' | ' | ' | ' | ' | ' | ' | $1,307,000 | ' | ' | ' | ' | ' | |||
Options, warrants and conversion rights, common stock callable and antidilutive (in shares) | 3,785,709 | 2,471,670 | 1,470,689 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
[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. |
INVENTORIES_Details
INVENTORIES (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 |
In Thousands, unless otherwise specified | ||||
Inventory Disclosure [Abstract] | ' | ' | ' | ' |
Finished goods | $2,978 | $4,057 | ' | ' |
Raw materials and work in process | 1,567 | 1,547 | ' | ' |
Demonstration inventory | 211 | 104 | ' | ' |
Inventory, gross | 4,756 | 5,708 | ' | ' |
Less allowances | -799 | -616 | -511 | -518 |
Total | $3,957 | $5,092 | ' | ' |
INTANGIBLES_AND_OTHER_ASSETS_G
INTANGIBLES AND OTHER ASSETS Goodwill and Intangible Assets Disclosure (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Acquired Finite-Lived Intangible Assets [Line Items] | ' | ' | ' |
Finite-lived intangible assets, cost | $13,793,000 | $13,569,000 | ' |
Finite-lived intangible assets, accumulated amortization | 4,598,000 | 2,805,000 | ' |
Finite-lived intangible assets, net book value | 9,195,000 | 10,764,000 | ' |
Amortization expense | 1,900,000 | 1,400,000 | 1,300,000 |
Amortization expense, 2014 decrease | 400,000 | ' | ' |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ' | ' | ' |
Amortization expense, 2014 | 1,400,000 | ' | ' |
Amortization expense, 2015 | 1,300,000 | ' | ' |
Amortization expense, 2016 | 1,300,000 | ' | ' |
Amortization expense, 2017 | 1,300,000 | ' | ' |
Amortization expense, 2018 | 1,000,000 | ' | ' |
Acquired technology | ' | ' | ' |
Acquired Finite-Lived Intangible Assets [Line Items] | ' | ' | ' |
Finite-lived intangible assets, cost | 9,009,000 | 9,009,000 | ' |
Finite-lived intangible assets, accumulated amortization | 3,175,000 | 1,910,000 | ' |
Finite-lived intangible assets, net book value | 5,834,000 | 7,099,000 | ' |
Acquired technology | Minimum | ' | ' | ' |
Acquired Finite-Lived Intangible Assets [Line Items] | ' | ' | ' |
Finite-lived intangible asset, useful life | '7 years | ' | ' |
Acquired technology | Maximum | ' | ' | ' |
Acquired Finite-Lived Intangible Assets [Line Items] | ' | ' | ' |
Finite-lived intangible asset, useful life | '10 years | ' | ' |
Assay royalties | ' | ' | ' |
Acquired Finite-Lived Intangible Assets [Line Items] | ' | ' | ' |
Finite-lived intangible assets, cost | 1,434,000 | 1,434,000 | ' |
Finite-lived intangible assets, accumulated amortization | 614,000 | 410,000 | ' |
Finite-lived intangible assets, net book value | 820,000 | 1,024,000 | ' |
Finite-lived intangible asset, useful life | '7 years | ' | ' |
Third party payor relationships | ' | ' | ' |
Acquired Finite-Lived Intangible Assets [Line Items] | ' | ' | ' |
Finite-lived intangible assets, cost | 367,000 | 367,000 | ' |
Finite-lived intangible assets, accumulated amortization | 73,000 | 49,000 | ' |
Finite-lived intangible assets, net book value | 294,000 | 318,000 | ' |
Finite-lived intangible asset, useful life | '3 years | ' | ' |
Tradenames and trademarks | ' | ' | ' |
Acquired Finite-Lived Intangible Assets [Line Items] | ' | ' | ' |
Finite-lived intangible assets, cost | 824,000 | 824,000 | ' |
Finite-lived intangible assets, accumulated amortization | 233,000 | 115,000 | ' |
Finite-lived intangible assets, net book value | 591,000 | 709,000 | ' |
Finite-lived intangible asset, useful life | '7 years | ' | ' |
Customer relationships | ' | ' | ' |
Acquired Finite-Lived Intangible Assets [Line Items] | ' | ' | ' |
Finite-lived intangible assets, cost | 652,000 | 652,000 | ' |
Finite-lived intangible assets, accumulated amortization | 54,000 | 11,000 | ' |
Finite-lived intangible assets, net book value | 598,000 | 641,000 | ' |
Finite-lived intangible asset, useful life | '15 years | ' | ' |
Covenants not to compete | ' | ' | ' |
Acquired Finite-Lived Intangible Assets [Line Items] | ' | ' | ' |
Finite-lived intangible assets, cost | 184,000 | 184,000 | ' |
Finite-lived intangible assets, accumulated amortization | 77,000 | 15,000 | ' |
Finite-lived intangible assets, net book value | 107,000 | 169,000 | ' |
Finite-lived intangible asset, useful life | '3 years | ' | ' |
Patents | ' | ' | ' |
Acquired Finite-Lived Intangible Assets [Line Items] | ' | ' | ' |
Finite-lived intangible assets, cost | 1,153,000 | 929,000 | ' |
Finite-lived intangible assets, accumulated amortization | 336,000 | 280,000 | ' |
Finite-lived intangible assets, net book value | 817,000 | 649,000 | ' |
Intellectual property | ' | ' | ' |
Acquired Finite-Lived Intangible Assets [Line Items] | ' | ' | ' |
Finite-lived intangible assets, cost | 170,000 | 170,000 | ' |
Finite-lived intangible assets, accumulated amortization | 36,000 | 15,000 | ' |
Finite-lived intangible assets, net book value | $134,000 | $155,000 | ' |
Finite-lived intangible asset, useful life | '7 years | ' | ' |
DEBT_Details
DEBT (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Mar. 13, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Mar. 13, 2013 | Dec. 31, 2013 | Mar. 13, 2013 | Mar. 13, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Mar. 13, 2013 | Mar. 13, 2013 | Mar. 13, 2013 | Mar. 13, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | ||||||
Line of Credit | Line of Credit | Line of Credit | Line of Credit | Line of Credit | Line of Credit | Term Loan | Term Loan | Term Loan | Term Loan | Term Loan | Term Loan | Term Loan | Notes Payable, Other Payables | Notes Payable, Other Payables | |||||||||
Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Prepayment within one year after the effective date | Prepayment between one and two years after the effective date | Prepayment greater than two years after the effective date | Third Security LLC And Affiliates | PGxHealth Note Payable (the First Note) | PGxHealth Note Payable (the First Note) | ||||||||||||
Wall Street Journal Prime Rate | Wall Street Journal Prime Rate | Third Security LLC And Affiliates | |||||||||||||||||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||
Total debt | $6,560,000 | $6,171,000 | ' | $2,560,000 | [1] | $0 | [1] | ' | ' | ' | ' | $4,000,000 | [2] | $0 | [2] | ' | ' | ' | ' | $0 | [3] | $6,171,000 | [3] |
Current maturities of long term debt | -242,000 | -6,171,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||
Long term debt less current maturities | 6,318,000 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||
Line of credit facility, current borrowing capacity | ' | ' | ' | ' | ' | ' | ' | 4,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||
Debt instrument, face amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,000,000 | ' | ' | ||||||
Debt instrument, interest rate, stated percentage | ' | ' | 4.25% | 6.25% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10.00% | ' | ||||||
Debt instrument, basis spread on variable rate | ' | ' | ' | ' | ' | 1.00% | 3.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||
Debt instrument, interest rate, effective percentage | ' | ' | ' | 6.25% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||
Line of credit facility, upfront fee | ' | ' | 20,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||
Line of credit facility, commitment fee amount | ' | ' | 20,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||
Line of credit facility, unused capacity, commitment fee percentage | ' | ' | 0.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||
Proceeds from issuance of long-term debt | ' | ' | ' | ' | ' | ' | ' | ' | 4,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ||||||
Long-term debt, percentage bearing variable interest, percentage rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9.10% | ' | ' | ' | ' | ' | ' | ' | ||||||
Debt instrument, upfront fee | ' | ' | ' | ' | ' | ' | ' | ' | 40,000 | ' | ' | ' | ' | ' | ' | ' | ' | ||||||
Debt instrument, future debt extinguishment costs | ' | ' | ' | ' | ' | ' | ' | ' | 120,000 | ' | ' | ' | ' | ' | ' | ' | ' | ||||||
Debt instrument, prepayment penalty percent | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5.00% | 2.50% | 1.00% | ' | ' | ' | ||||||
Debt instrument, debt default, interest rate, stated percentage increase | ' | ' | ' | ' | ' | ' | ' | ' | 5.00% | ' | ' | ' | ' | ' | ' | ' | ' | ||||||
Debt instrument, term | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '3 years | ' | ||||||
2014 | 242,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||
2015 | 1,879,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||
2016 | $4,439,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||
[1] | Revolving Line of Credit. Amounts advanced under the Revolving Line bear 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, amounts advanced under the Revolving Line bear interest at an annual rate equal to the greater of (x) 6.25% or (y) the Wall Street Journal prime rate plus 3%. The current interest rate is 6.25%. Under the Loan Agreement, we paid the Lenders an upfront fee of $20,000, and will pay the Lenders an additional commitment fee of $20,000 on each one year anniversary of the Effective Date during the term of the Revolving Line. In addition, a fee of 0.5% per annum is payable quarterly on the unused portion of the Revolving Line. The Revolving Line matures on September 1, 2016. | ||||||||||||||||||||||
[2] | Term Loan. We received $4.0 million under the Term Loan on the Effective Date. Pursuant to the terms of the Loan Agreement, as amended by the Fourth Amendment, we are required to make monthly payments of interest to the Lenders commencing on April 1, 2015. 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 5% of the total outstanding balance under the Term Loan if the prepayment occurs within one year after the Effective Date, 2.5% of the total outstanding balance under the Term Loan if the prepayment occurs between one and two years after the Effective Date, and 1% of the total outstanding balance under the Term Loan if the prepayment occurs thereafter.Additional TermsThe Loan Agreement contains affirmative and negative covenants. Under the Term Loan, we are required to maintain a minimum liquidity ratio and achieve a minimum amount of revenue, and we also agreed not to (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, 2013, the Company was in compliance with the minimum revenue covenant. The Company was not in compliance with the minimum liquidity ratio. Pursuant to the Third Amendment, the Lenders agreed to waive the event of default. 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] | First Note. The First Note was 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. Interest was payable at 10% per year with quarterly interest payments through March 29, 2012. Thereafter, quarterly installments included both principal and interest through December 30, 2013. The First Note was paid in full on March 13, 2013. |
CAPITAL_LEASES_Details
CAPITAL LEASES (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Capital Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | ' | ' | ' |
2014 | $160,000 | ' | ' |
2015 | 37,000 | ' | ' |
2016 | 3,000 | ' | ' |
2017 | 1,000 | ' | ' |
Total minimum lease payments | 201,000 | ' | ' |
Less: Amount representing interest | -17,000 | ' | ' |
Present value of net minimum lease payments | 184,000 | ' | ' |
Depreciation expense | 600,000 | 800,000 | 600,000 |
Equipment | ' | ' | ' |
Capital Leased Assets [Line Items] | ' | ' | ' |
Equipment | 1,514,000 | 1,323,000 | ' |
Less: Accumulated amortization | -721,000 | -420,000 | ' |
Total | 793,000 | 903,000 | ' |
Capital Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | ' | ' | ' |
Depreciation expense | $300,000 | $300,000 | $200,000 |
COMMITMENTS_AND_CONTINGENCIES_1
COMMITMENTS AND CONTINGENCIES (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | ' | ' | ' |
2014 | $1,097,000 | ' | ' |
2015 | 1,013,000 | ' | ' |
2016 | 880,000 | ' | ' |
2017 | 763,000 | ' | ' |
2018 | 485,000 | ' | ' |
thereafter | 862,000 | ' | ' |
Operating leases, future minimum payments due | 5,100,000 | ' | ' |
Operating leases, rent expense | 1,000,000 | 1,000,000 | 900,000 |
Firm commitments to vendors | $900,000 | ' | ' |
INCOME_TAXES_Details
INCOME TAXES (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Income Tax Expense (Benefit), Continuing Operations, Income Tax Reconciliation [Abstract] | ' | ' | ' |
Benefit at federal rate | ($5,454,000) | ($2,781,000) | ($3,311,000) |
State income taxes—net of federal benefit | -518,000 | 2,000 | 2,000 |
Foreign subsidiary tax rate difference | -3,000 | -27,000 | -94,000 |
Tax contingency | 23,000 | 22,000 | 28,000 |
Expiring net operating loss carryforwards | 0 | 1,472,000 | 988,000 |
Earnings repatriation | 0 | 582,000 | 0 |
Miscellaneous permanent differences | 155,000 | 284,000 | 332,000 |
Liability warrants | -102,000 | -748,000 | 2,062,000 |
Tax credits | 0 | 215,000 | 0 |
State, net operating loss expiration/true-up | 1,179,000 | 0 | 0 |
Other—net | -80,000 | 15,000 | -53,000 |
Valuation allowance | 4,746,000 | 1,110,000 | 91,000 |
Total income tax (benefit) expense | -54,000 | 146,000 | 45,000 |
Federal: | ' | ' | ' |
Current | 0 | 0 | 16,000 |
Deferred | 0 | 0 | 0 |
Total Federal | 0 | 0 | 16,000 |
State: | ' | ' | ' |
Current | 0 | 3,000 | 3,000 |
Deferred | 0 | 0 | 0 |
Total State | 0 | 3,000 | 3,000 |
Foreign: | ' | ' | ' |
Current | 20,000 | 46,000 | 159,000 |
Deferred | -74,000 | 97,000 | -133,000 |
Total Foreign | -54,000 | 143,000 | 26,000 |
Deferred Tax Asset: | ' | ' | ' |
Net operating loss carryforward | 42,950,000 | 39,481,000 | ' |
Research and development credit carryforwards | 951,000 | 1,017,000 | ' |
Deferred revenue | 174,000 | 188,000 | ' |
Inventory | 275,000 | 224,000 | ' |
Other | 1,997,000 | 1,111,000 | ' |
Deferred Tax Assets, Gross | 46,347,000 | 42,021,000 | ' |
Less valuation allowance | -46,088,000 | -41,342,000 | ' |
Deferred Tax Asset | 259,000 | 679,000 | ' |
Deferred Tax Liability: | ' | ' | ' |
Foreign earnings | 25,000 | 398,000 | ' |
Property and equipment | 186,000 | 300,000 | ' |
Deferred Tax Liability | 211,000 | 698,000 | ' |
Net Deferred Asset (Liability) | 48,000 | -19,000 | ' |
Operating Loss Carry Forward [Abstract] | ' | ' | ' |
2018 | 1,838,000 | ' | ' |
2019 | 8,181,000 | ' | ' |
2020 | 9,662,000 | ' | ' |
2021 | 8,228,000 | ' | ' |
2022 | 16,862,000 | ' | ' |
2023 | 16,173,000 | ' | ' |
2024 | 17,390,000 | ' | ' |
2025 | 8,153,000 | ' | ' |
2026 | 6,792,000 | ' | ' |
2027 | 3,238,000 | ' | ' |
2028 | 1,272,000 | ' | ' |
2029 | 591,000 | ' | ' |
2031 | 2,784,000 | ' | ' |
2032 | 8,358,000 | ' | ' |
Operating Loss Carry Forward, Expiring in Twenty Years | 12,137,000 | ' | ' |
Operating loss carryforwards | 121,659,000 | ' | ' |
Increase (Decrease) In Uncertain Tax Positions | 100,000 | 100,000 | ' |
Research Tax Credit Carryforward [Member] | ' | ' | ' |
Operating Loss Carry Forward [Abstract] | ' | ' | ' |
Tax Credit Carryforward, Amount | 1,017,000 | ' | ' |
Other Long-Term Liabilities | ' | ' | ' |
Operating Loss Carry Forward [Abstract] | ' | ' | ' |
Liability for uncertain tax positions, noncurrent | 300,000 | ' | ' |
Federal Tax Authority | Annovis, Inc. | ' | ' | ' |
Operating Loss Carry Forward [Abstract] | ' | ' | ' |
Operating loss carryforwards | 1,200,000 | ' | ' |
State and Local Jurisdiction | ' | ' | ' |
Operating Loss Carry Forward [Abstract] | ' | ' | ' |
Operating loss carryforwards | $33,000,000 | ' | ' |
EMPLOYEE_BENEFIT_PLAN_Details
EMPLOYEE BENEFIT PLAN (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ' | ' | ' |
Defined contribution plan, cost recognized | $0.40 | $0.30 | $0 |
First Three Percentage of Contributions [Member] | ' | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ' | ' | ' |
Defined contribution plan, employer matching contribution, percent of match | ' | 100.00% | ' |
Defined contribution plan, employer matching contribution, percent | ' | 3.00% | ' |
Next Two Percentage of Contributions [Member] | ' | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ' | ' | ' |
Defined contribution plan, employer matching contribution, percent of match | ' | 50.00% | ' |
Defined contribution plan, employer matching contribution, percent | ' | 2.00% | ' |
STOCKHOLDERS_EQUITY_Details
STOCKHOLDERS' EQUITY (Details) (USD $) | 0 Months Ended | 1 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | |||||||||||||||||||||||
Feb. 02, 2012 | Dec. 31, 2011 | Dec. 29, 2010 | Feb. 28, 2013 | Jan. 24, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | 23-May-12 | Dec. 29, 2010 | Dec. 29, 2010 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2013 | Feb. 02, 2012 | Feb. 02, 2012 | Feb. 02, 2012 | Feb. 02, 2012 | Mar. 13, 2013 | Mar. 13, 2013 | ||||||
Series A Preferred Stock | Preferred Stock | Preferred Stock | Preferred Stock | Common Stock | Common Stock | Common Stock | Minimum | Maximum | Third Security LLC And Affiliates | Affiliates of Third Security, LLC; December 2015 | Various Institutional Holders; February 2017 | Affiliates of Third Security, LLC; February 2017 | Various Institutional Holders; January 2018 | Affiliates of Third Security, LLC; January 2018 | |||||||||||||||
Series A Preferred Stock | Series A Preferred Stock | Series A Preferred Stock | Director | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||
Common stock, shares authorized | ' | ' | ' | ' | ' | 150,000,000 | [1] | 100,000,000 | [1] | ' | 150,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Proceeds from issuance of common stock and convertable notes | $22,000,000 | $3,000,000 | $6,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||
Common stock, shares issued | 1,583,333.33 | ' | ' | ' | ' | 7,353,695 | [1] | 5,970,477 | [1] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Common stock, sale price per share (in dollars per share) | $12 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||
Common stock warrants, term | ' | ' | ' | ' | ' | '5 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||
Common stock warrant, common stock called | 823,333 | ' | ' | ' | 691,656 | 2,220,281 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 948,333 | 1,097,600 | ' | 431,025 | [2] | 952,925 | [3] | ' | 441,656 | 250,000 | |||
Common stock warrant, exercise price | 15 | ' | ' | ' | ' | ' | ' | ' | ' | 2.32 | 2.32 | ' | ' | ' | ' | ' | 12.96 | 15 | ' | 6.96 | [2] | 12.96 | [3] | 12.96 | [3] | 9 | 9 | ||
Convertible notes, common stock callable | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,293,102 | ' | ' | ' | ' | ' | ' | ' | ' | 250,000 | ' | ' | ' | ' | ' | |||||
Convertible notes, warrants callable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 125,000 | ' | ' | 144,675 | [3] | ' | ' | ||||
Stock issuance costs | 1,330,000 | ' | ' | ' | ' | ' | ' | ' | ' | 200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||
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 | ' | ' | ' | ' | 1,383,333 | ' | ' | ' | ' | ' | 2,586,205 | ' | ' | 1,383,217 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 500,000 | |||||
Share price | ' | ' | ' | ' | $6 | $5.52 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||
Private Placement, net | ' | ' | ' | ' | 8,300,000 | 7,570,000 | 17,373,000 | ' | ' | ' | ' | ' | ' | 14,000 | 18,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||
Class of warrant or right, number of securities called by warrants or rights, price per share | ' | ' | ' | ' | $9 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||
Common stock warrants issued | ' | ' | ' | 900,000 | ' | 840,939 | 948,333 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||
Class of warrant or right, number of issued warrants or rights due to repricing requirements | ' | ' | ' | 149,272 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||
Preferred stock, shares authorized | ' | ' | ' | ' | ' | 15,000,000 | 15,000,000 | ' | ' | ' | ' | 3,879,307 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||
Preferred stock, dividend rate, percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||
Preferred stock, dividend rate, compound percentage maximum | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||
Dividends accrued on preferred stock | ' | ' | ' | ' | ' | 726,000 | 660,000 | 600,000 | ' | ' | ' | 700,000 | 600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||
Number of directors | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2 | ' | ' | ' | ' | ' | ' | ' | |||||
Preferred stock revaluation | ' | ' | ' | ' | ' | $0 | $0 | $6,066,000 | ' | ' | ' | ' | ' | ' | ' | $300,000 | ' | ' | ' | ' | ' | ' | ' | ' | |||||
[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. | ||||||||||||||||||||||||||||
[2] | This Warrant was issued in connection with the issuance of warrants to purchase shares of our Series A Preferred Stock to the Third Security Investors in December 2010. The number of underlying shares shown reflects the number of shares of common stock issuable upon conversion of the shares of Series A Preferred Stock for which this Warrant is currently exercisable. | ||||||||||||||||||||||||||||
[3] | 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 12 - 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. |
EQUITY_INCENTIVE_PLAN_Details
EQUITY INCENTIVE PLAN (Details) (USD $) | 12 Months Ended | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Mar. 24, 2014 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2011 | |
Selling, general and administrative expenses | Selling, general and administrative expenses | Selling, general and administrative expenses | Equity incentive plan 2006 | Equity incentive plan 2006 | Restricted Stock, Restricted Stock Units, Performance Units, Performance Shares And Other Awards | Stock Appreciation Rights (SARs) | Stock Appreciation Rights (SARs) | Stock Appreciation Rights (SARs) | Stock Appreciation Rights (SARs) | Stock Options | Stock Options | Stock Options | Stock Options | Stock Options | Stock Options | Stock Options | ||
Equity incentive plan 2006 | Accrued expenses | Minimum | Maximum | Minimum | Minimum | Maximum | Maximum | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based compensation, number of shares authorized | ' | ' | ' | ' | 1,666,667 | 833,333 | 416,667 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based compensation, award expiration period | ' | ' | ' | ' | ' | '10 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based compensation expense | ' | $500,000 | $700,000 | $1,000,000 | ' | ' | ' | ' | $100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based compensation, unrecognized compensation expense related to unvested stock options | 1,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based compensation, weighted average period that unrecognized compensation expense related to unvested stock options is recognized | '3 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock options, fair value assumptions, risk free interest rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.73% | 1.75% | ' | ' | ' | 0.62% | 0.92% | 1.03% | 2.16% |
Stock options, fair value assumptions, dividend yield | ' | ' | ' | ' | ' | ' | ' | 0.00% | ' | ' | ' | ' | 0.00% | 0.00% | ' | ' | ' | ' |
Stock options, fair value assumptions, expected life | ' | ' | ' | ' | ' | ' | ' | ' | ' | '4 years | '5 years | ' | ' | '5 years | '5 years | ' | '8 years | ' |
Stock options, fair value assumptions, historical volatility rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | 105.00% | 106.00% | ' | ' | ' | 101.00% | 105.00% | 114.00% | 107.00% |
Stock options, fair value assumptions, forfeiture rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.00% | 4.00% | ' | ' | ' | 2.00% | 1.00% | 4.00% | 4.00% |
Stock options, grants in period, weighted average grant date fair value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $3.72 | $9.72 | $9.96 | ' | ' | ' | ' |
Number of Options [Rollforward] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Balance | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 362,763.92 | ' | ' | ' | ' | ' | ' |
Granted | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 421,667 | ' | ' | ' | ' | ' | ' |
Forfeited | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -80,889 | ' | ' | ' | ' | ' | ' |
Cancelled | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -138,513.92 | ' | ' | ' | ' | ' | ' |
Balance | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 565,028 | 362,763.92 | ' | ' | ' | ' | ' |
Exercisable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 153,793 | ' | ' | ' | ' | ' | ' |
Weighted Average Exercise Price [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Balance | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $12.60 | ' | ' | ' | ' | ' | ' |
Granted | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $4.56 | ' | ' | ' | ' | ' | ' |
Forfeited | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ($9.48) | ' | ' | ' | ' | ' | ' |
Cancelled | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ($12.48) | ' | ' | ' | ' | ' | ' |
Balance | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $6.60 | $12.60 | ' | ' | ' | ' | ' |
Exercisable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $12.72 | ' | ' | ' | ' | ' | ' |
Stock options, outstanding, aggregate intrinsic value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 500,000 | ' | ' | ' | ' | ' | ' |
Remaining Weighted-Average Contractual Life | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '8 years 8 months 18 days | ' | ' | ' | ' | ' | ' |
Stock options, exercisable, aggregate intrinsic value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,000 | ' | ' | ' | ' | ' | ' |
Stock options, remaining weighted-average contractual life | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '6 years 2 months 12 days | ' | ' | ' | ' | ' | ' |
Stock options, exercised | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | 1,667 | 2,500 | ' | ' | ' | ' |
Stock options, exercises in period, aggregate intrinsic value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,000 | ' | ' | ' | ' | ' | ' |
Stock options vested in current year, fair value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 600,000 | 600,000 | 300,000 | ' | ' | ' | ' |
Number of Options [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Balance | ' | ' | ' | ' | ' | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Granted | ' | ' | ' | ' | ' | ' | ' | 138,333 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Balance | ' | ' | ' | ' | ' | ' | ' | 138,333 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Exercisable | ' | ' | ' | ' | ' | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted Average Exercise Price [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Balance | ' | ' | ' | ' | ' | ' | ' | $0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Grants | ' | ' | ' | ' | ' | ' | ' | $4.32 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Balance | ' | ' | ' | ' | ' | ' | ' | $4.32 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Exercisable | ' | ' | ' | ' | ' | ' | ' | $0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Intrinsic value | ' | ' | ' | ' | ' | ' | ' | $400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted average remaining contractual terms | ' | ' | ' | ' | ' | ' | ' | '4 years 6 months | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
FAIR_VALUE_Details
FAIR VALUE (Details) (USD $) | 1 Months Ended | 2 Months Ended | 12 Months Ended | |||||
In Thousands, except Share data, unless otherwise specified | Feb. 28, 2013 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Jan. 24, 2013 | Feb. 02, 2012 | Nov. 08, 2011 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock warrant, common stock called | ' | ' | 2,220,281 | ' | ' | 691,656 | 823,333 | ' |
Common stock warrants issued | 900,000 | ' | 840,939 | 948,333 | ' | ' | ' | ' |
Share price | ' | ' | $5.52 | ' | ' | $6 | ' | ' |
Stock options, fair value assumptions, expected life | ' | ' | '3 years 1 month 9 days | ' | ' | ' | ' | ' |
Term of u.s. treasury bond | ' | ' | '3 years | ' | ' | ' | ' | ' |
Risk-free interest rate | ' | ' | 0.78% | ' | ' | ' | ' | ' |
Volatility | ' | ' | 45.00% | ' | ' | ' | ' | ' |
Percentage of simulated equity values below the down-round financing cut-off point | ' | ' | 45.00% | ' | ' | ' | ' | ' |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' |
Beginning balance | ' | ' | ' | $0 | $4,334 | ' | ' | $10,100 |
Total gains or losses | ' | ' | ' | ' | ' | ' | ' | ' |
Recognized in earnings | ' | ' | ' | ' | 5,766 | ' | ' | ' |
Reclassification to stockholders' equity due to Amendment Agreement | ' | -10,100 | ' | ' | ' | ' | ' | ' |
Ending balance | ' | 0 | ' | ' | 0 | ' | ' | 10,100 |
Preferred Stock, Conversion Feature [Member] | ' | ' | ' | ' | ' | ' | ' | ' |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Fair Value Assumptions, Discount Rate | ' | ' | ' | ' | 15.00% | ' | ' | ' |
Fair value assumptions, exercise price | ' | $0.39 | ' | ' | $0.39 | ' | ' | ' |
Fair value assumptions, risk free interest rate, basis term | ' | ' | ' | '3 years | ' | ' | ' | ' |
Term of u.s. treasury bond | ' | ' | ' | '4 years | ' | ' | ' | ' |
Risk-free interest rate | ' | ' | ' | ' | 0.65% | ' | ' | ' |
Volatility | ' | ' | ' | ' | 50.00% | ' | ' | ' |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' |
Beginning balance | ' | ' | ' | 0 | 1,983 | ' | ' | 7,300 |
Total gains or losses | ' | ' | ' | ' | ' | ' | ' | ' |
Recognized in earnings | ' | ' | ' | ' | 5,317 | ' | ' | ' |
Reclassification to stockholders' equity due to Amendment Agreement | ' | -7,300 | ' | ' | ' | ' | ' | ' |
Ending balance | ' | 0 | ' | ' | 0 | ' | ' | 7,300 |
Liability | ' | ' | ' | ' | ' | ' | ' | ' |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' |
Beginning balance | ' | ' | 900 | ' | ' | ' | ' | ' |
Total gains or losses | ' | ' | ' | ' | ' | ' | ' | ' |
Recognized in earnings | ' | ' | -300 | ' | ' | ' | ' | ' |
Ending balance | ' | ' | 600 | ' | ' | ' | ' | ' |
Preferred Stock Warrant Liability [Member] | ' | ' | ' | ' | ' | ' | ' | ' |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value assumptions, exercise price | ' | $2.32 | ' | ' | $2.32 | ' | ' | ' |
Fair value assumptions, risk free interest rate, basis term | ' | ' | ' | '1 year | ' | ' | ' | ' |
Term of u.s. treasury bond | ' | ' | ' | '1 year | ' | ' | ' | ' |
Risk-free interest rate | ' | ' | ' | ' | 0.25% | ' | ' | ' |
Volatility | ' | ' | ' | ' | 50.00% | ' | ' | ' |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' |
Beginning balance | ' | ' | ' | 0 | 2,351 | ' | ' | 2,800 |
Total gains or losses | ' | ' | ' | ' | ' | ' | ' | ' |
Recognized in earnings | ' | ' | ' | ' | 449 | ' | ' | ' |
Reclassification to stockholders' equity due to Amendment Agreement | ' | -2,800 | ' | ' | ' | ' | ' | ' |
Ending balance | ' | $0 | ' | ' | $0 | ' | ' | $2,800 |
Minimum | ' | ' | ' | ' | ' | ' | ' | ' |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock warrant, common stock called | ' | ' | 948,333 | ' | ' | ' | ' | ' |
Term of u.s. treasury bond | ' | ' | '3 years | ' | ' | ' | ' | ' |
Maximum | ' | ' | ' | ' | ' | ' | ' | ' |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock warrant, common stock called | ' | ' | 1,097,600 | ' | ' | ' | ' | ' |
Term of u.s. treasury bond | ' | ' | '5 years | ' | ' | ' | ' | ' |
SELECTED_QUARTERLY_FINANCIAL_D2
SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED) (Details) (USD $) | 3 Months Ended | 12 Months Ended | ||||||||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |||
Quarterly Financial Information Disclosure [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Net Sales | $6,218 | $6,646 | $7,306 | $7,374 | $7,292 | $7,889 | $9,093 | $7,206 | $27,544 | $31,480 | $31,971 | |||
Gross Profit | 2,554 | 2,851 | 3,410 | 3,681 | 3,544 | 3,800 | 4,562 | 3,104 | 12,496 | 15,010 | 18,437 | |||
Net Loss | ($3,982) | ($5,552) | ($2,867) | ($3,586) | ($2,314) | ($2,754) | ($563) | ($2,696) | ($15,987) | ($8,327) | ($9,782) | |||
Basic and diluted loss per common share (in dollars per share) | ($0.57) | ($0.78) | ($0.41) | ($0.54) | ($0.42) | ($0.49) | ($0.12) | ($0.55) | ($2.30) | [1] | ($1.55) | [1] | ($2.62) | [1] |
[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. |
OPERATING_SEGMENT_AND_GEOGRAPH2
OPERATING SEGMENT AND GEOGRAPHIC INFORMATION (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
operating_segments | |||||||||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of operating segments (in operating segments) | ' | ' | ' | ' | ' | ' | ' | ' | 2 | ' | ' |
Net Sales | $6,218 | $6,646 | $7,306 | $7,374 | $7,292 | $7,889 | $9,093 | $7,206 | $27,544 | $31,480 | $31,971 |
Gross Profit | 2,554 | 2,851 | 3,410 | 3,681 | 3,544 | 3,800 | 4,562 | 3,104 | 12,496 | 15,010 | 18,437 |
Net income (loss) before taxes | ' | ' | ' | ' | ' | ' | ' | ' | -16,041 | -8,181 | -9,737 |
Income tax benefit | ' | ' | ' | ' | ' | ' | ' | ' | -54 | 146 | 45 |
Net loss | -3,982 | -5,552 | -2,867 | -3,586 | -2,314 | -2,754 | -563 | -2,696 | -15,987 | -8,327 | -9,782 |
Depreciation/Amortization | ' | ' | ' | ' | ' | ' | ' | ' | 2,748 | 2,278 | 2,101 |
Restructuring Charges | ' | ' | ' | ' | ' | ' | ' | ' | 0 | 0 | 41 |
Interest expense, net | ' | ' | ' | ' | ' | ' | ' | ' | -642 | -888 | -958 |
Total Assets | 30,278 | ' | ' | ' | 38,791 | ' | ' | ' | 30,278 | 38,791 | 33,562 |
Goodwill | 6,918 | ' | ' | ' | 6,918 | ' | ' | ' | 6,918 | 6,918 | 6,440 |
Clinical laboratories | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net Sales | ' | ' | ' | ' | ' | ' | ' | ' | 15,391 | 19,329 | 18,318 |
Gross Profit | ' | ' | ' | ' | ' | ' | ' | ' | 6,820 | 9,316 | 10,528 |
Net income (loss) before taxes | ' | ' | ' | ' | ' | ' | ' | ' | -12,486 | -6,874 | -11,370 |
Income tax benefit | ' | ' | ' | ' | ' | ' | ' | ' | 0 | 0 | 0 |
Net loss | ' | ' | ' | ' | ' | ' | ' | ' | -12,486 | -6,874 | -11,370 |
Depreciation/Amortization | ' | ' | ' | ' | ' | ' | ' | ' | 2,467 | 1,960 | 1,810 |
Restructuring Charges | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 29 |
Interest expense, net | ' | ' | ' | ' | ' | ' | ' | ' | -398 | -851 | -958 |
Total Assets | 21,711 | ' | ' | ' | 29,196 | ' | ' | ' | 21,711 | 29,196 | 23,668 |
Goodwill | 6,918 | ' | ' | ' | 6,918 | ' | ' | ' | 6,918 | 6,918 | 6,440 |
Genetic assays and platforms | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net Sales | ' | ' | ' | ' | ' | ' | ' | ' | 12,153 | 12,151 | 13,653 |
Gross Profit | ' | ' | ' | ' | ' | ' | ' | ' | 5,676 | 5,694 | 7,909 |
Net income (loss) before taxes | ' | ' | ' | ' | ' | ' | ' | ' | -3,555 | -1,307 | 1,633 |
Income tax benefit | ' | ' | ' | ' | ' | ' | ' | ' | -54 | 146 | 45 |
Net loss | ' | ' | ' | ' | ' | ' | ' | ' | -3,501 | -1,453 | 1,588 |
Depreciation/Amortization | ' | ' | ' | ' | ' | ' | ' | ' | 281 | 318 | 291 |
Restructuring Charges | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 12 |
Interest expense, net | ' | ' | ' | ' | ' | ' | ' | ' | -244 | -37 | 0 |
Total Assets | 8,567 | ' | ' | ' | 9,595 | ' | ' | ' | 8,567 | 9,595 | 9,894 |
Goodwill | 0 | ' | ' | ' | 0 | ' | ' | ' | 0 | 0 | 0 |
United states | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net Sales | ' | ' | ' | ' | ' | ' | ' | ' | 20,119 | 22,727 | 22,626 |
Italy | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net Sales | ' | ' | ' | ' | ' | ' | ' | ' | 1,530 | 2,524 | 3,152 |
Germany | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net Sales | ' | ' | ' | ' | ' | ' | ' | ' | 1,218 | 907 | 750 |
United kingdom | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net Sales | ' | ' | ' | ' | ' | ' | ' | ' | 748 | 1,703 | 778 |
France | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net Sales | ' | ' | ' | ' | ' | ' | ' | ' | 681 | 679 | 758 |
All Other Countries | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net Sales | ' | ' | ' | ' | ' | ' | ' | ' | $3,248 | $2,940 | $3,907 |
Maximum | All Other Countries | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percent of revenue from countries not separately disclosed | ' | ' | ' | ' | ' | ' | ' | ' | 5.00% | ' | ' |
Minimum | United states | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Long-lived asset percentage held in a specific location | 99.00% | ' | ' | ' | ' | ' | ' | ' | 99.00% | ' | ' |
ACQUISITIONS_Details
ACQUISITIONS (Details) (USD $) | 12 Months Ended | 0 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Sep. 21, 2012 | Sep. 21, 2012 | Sep. 21, 2012 | Sep. 21, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | |
Customer relationships | Assay royalties | Tradenames and trademarks | ScoliScore Assay | ScoliScore Assay | ScoliScore Assay | ScoliScore Assay | ScoliScore Assay | ScoliScore Assay | ScoliScore Assay | ScoliScore Assay | ||
Axial | Axial | Certain Of Axial's Creditors | Acquired technology | Customer relationships | Assay royalties | Tradenames and trademarks | ||||||
Accrued expenses | ||||||||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Acquisitions of intangibles | $0 | ' | ' | ' | $3,400,000 | $200,000 | ' | ' | ' | ' | ' | ' |
Future payments to acquire intangible assets | ' | ' | ' | ' | ' | ' | 800,000 | ' | ' | ' | ' | ' |
Finite-lived intangible asset, useful life | ' | '15 years | '7 years | '7 years | ' | ' | ' | ' | '10 years | '15 years | '7 years | '7 years |
Finite-lived intangible assets acquired | ' | ' | ' | ' | 3,900,000 | ' | ' | ' | ' | ' | ' | ' |
Goodwill, acquired during period | ' | ' | ' | ' | 500,000 | ' | ' | ' | ' | ' | ' | ' |
Fair value of consideration transferred | ' | ' | ' | ' | ' | ' | ' | $4,400,000 | ' | ' | ' | ' |
RESTRUCTURING_CHARGES_Details
RESTRUCTURING CHARGES (Details) (USD $) | 12 Months Ended | 3 Months Ended | |||||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2011 | Dec. 31, 2011 | Dec. 31, 2011 | Dec. 31, 2010 |
Severance and related costs | Facility closure costs | Other | Diagnostic tools | ||||
Employee | |||||||
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Number of severed employees | ' | ' | ' | ' | ' | ' | 5 |
Restructuring Charges | $0 | $0 | $41 | ' | ' | ' | $100 |
Costs Incurred in the year ended December 31, 2011 | ' | ' | 41 | 0 | 28 | 13 | ' |
Cumulative Costs Incurred at December 31, 2011 | ' | ' | 179 | 53 | 74 | 52 | ' |
Total Expected Costs | ' | ' | $179 | $53 | $74 | $52 | ' |
SUBSEQUENT_EVENTS_Details
SUBSEQUENT EVENTS (Details) (USD $) | 1 Months Ended | 12 Months Ended | 0 Months Ended | 3 Months Ended | 0 Months Ended | ||||||||||||||
In Thousands, except Share data, unless otherwise specified | Jan. 24, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Jan. 27, 2014 | Feb. 02, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Mar. 24, 2014 | Dec. 31, 2013 | Dec. 31, 2013 | Jan. 27, 2014 | Mar. 24, 2014 | Mar. 05, 2014 | Mar. 05, 2014 | Mar. 05, 2014 | Mar. 24, 2014 | |||
Maximum | Minimum | Equity incentive plan 2006 | Equity incentive plan 2006 | Restricted Stock, Restricted Stock Units, Performance Units, Performance Shares And Other Awards | Subsequent event | Subsequent event | Subsequent event | Subsequent event | Subsequent event | Subsequent event | |||||||||
Equity incentive plan 2006 | Series B Preferred Stock | Maximum | Minimum | Restricted Stock, Restricted Stock Units, Performance Units, Performance Shares And Other Awards | |||||||||||||||
Preferred Stock | Third Security LLC And Affiliates | Third Security LLC And Affiliates | Equity incentive plan 2006 | ||||||||||||||||
Third Security LLC And Affiliates | |||||||||||||||||||
Subsequent Event [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Common stock, par value | ' | $0.01 | [1] | $0.01 | [1] | $0.01 | [1] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock reverse stock split, conversion ratio | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.0833 | ' | ' | ' | ' | ' | |||
Number of additional shares authorized | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 833,333 | ' | ' | ' | ' | |||
Share-based compensation, number of shares authorized | ' | ' | ' | ' | ' | ' | ' | 1,666,667 | 833,333 | 416,667 | ' | ' | ' | ' | ' | 1,250,000 | |||
Stock issued during period, shares, new issues | 1,383,333 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,443,297 | ' | ' | ' | |||
Preferred stock, par value | ' | $0.01 | $0.01 | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.01 | ' | ' | ' | |||
Share price | $6 | $5.52 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $4.85 | ' | ' | ' | |||
Private Placement, net | $8,300 | $7,570 | $17,373 | ' | ' | ' | ' | ' | ' | ' | ' | ' | $7,000 | ' | ' | ' | |||
Stock ownership percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10.00% | ' | ' | ' | |||
Common stock warrant, exercise price | ' | ' | ' | ' | 15 | 15 | 12.96 | ' | ' | ' | ' | ' | ' | 12.96 | 11.73 | ' | |||
Common stock warrant, common stock called | 691,656 | 2,220,281 | ' | ' | 823,333 | 1,097,600 | 948,333 | ' | ' | ' | ' | ' | ' | 1,212,665 | 1,097,600 | ' | |||
[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. |