Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Feb. 28, 2015 | Jun. 30, 2014 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | CYTORI THERAPEUTICS, INC. | ||
Entity Central Index Key | 1095981 | ||
Current Fiscal Year End Date | -19 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Public Float | $167,624,973 | ||
Entity Common Stock, Shares Outstanding | 108,181,358 | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY | ||
Document Type | 10-K | ||
Amendment Flag | FALSE | ||
Document Period End Date | 31-Dec-14 |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Current assets: | ||
Cash and cash equivalents | $14,622,000 | $15,506,000 |
Accounts receivable, net of reserves of $1,523,000 and of $1,445,000 in 2014 and 2013, respectively | 1,243,000 | 4,152,000 |
Inventories, net | 4,829,000 | 3,694,000 |
Other current assets | 992,000 | 1,225,000 |
Total current assets | 21,686,000 | 24,577,000 |
Property and equipment, net | 1,583,000 | 1,054,000 |
Restricted cash and cash equivalents | 350,000 | 350,000 |
Other assets | 1,763,000 | 2,812,000 |
Intangibles, net | 9,415,000 | 9,345,000 |
Goodwill | 3,922,000 | 3,922,000 |
Total assets | 38,719,000 | 42,060,000 |
Current liabilities: | ||
Accounts payable and accrued expenses | 5,546,000 | 6,077,000 |
Current portion of long-term obligations, net of discount | 7,363,000 | 3,191,000 |
Termination fee obligation | 0 | 400,000 |
Puregraft divestiture obligation | 0 | 547,000 |
Joint Venture purchase obligation | 3,008,000 | 4,691,000 |
Total current liabilities | 15,917,000 | 14,906,000 |
Warrant liability | 9,793,000 | 0 |
Deferred revenues | 112,000 | 212,000 |
Long-term deferred rent | 558,000 | 710,000 |
Long-term obligations, net of discount, less current portion | 18,041,000 | 23,100,000 |
Total liabilities | 44,421,000 | 38,928,000 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Series A 3.6% convertible Preferred stock, $0.001 par value; 5,000,000 shares authorized; 13,500 shares issued and 5,311 outstanding in 2014 and nor shares issued and outstanding in 2013 | 0 | 0 |
Common stock, $0.001 par value; 145,000,000 shares authorized; 99,348,377 and 71,305,375 shares issued and outstanding in 2014 and 2013, respectively | 99,000 | 71,000 |
Additional paid-in capital | 331,772,000 | 303,710,000 |
Accumulated other comprehensive income | 700,000 | 256,000 |
Accumulated deficit | -338,273,000 | -300,905,000 |
Total stockholders' (deficit) equity | -5,702,000 | 3,132,000 |
Total liabilities and stockholders' (deficit) equity | $38,719,000 | $42,060,000 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Current assets: | ||
Accounts receivable, reserves | $1,523,000 | $1,445,000 |
Stockholders' equity: | ||
Preferred stock, par value (in dollars per share) | $0.00 | $0.00 |
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 |
Preferred stock, shares issued (in shares) | 13,500 | 0 |
Preferred stock, shares outstanding (in shares) | 5,311 | 0 |
Common stock, par value (in dollars per share) | $0.00 | $0.00 |
Common stock, shares authorized (in shares) | 145,000,000 | 145,000,000 |
Common stock, shares issued (in shares) | 99,348,377 | 71,305,375 |
Common stock, shares outstanding (in shares) | 99,348,377 | 71,305,375 |
Series A Preferred Stock [Member] | ||
Stockholders' equity: | ||
Preferred stock, par value (in dollars per share) | $0.00 | $0.00 |
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 |
Preferred stock, shares issued (in shares) | 13,500 | 0 |
Preferred stock, shares outstanding (in shares) | 5,311 | 0 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Product revenues: | |||
Related party | $0 | $1,845,000 | $0 |
Third party | 4,953,000 | 5,277,000 | 8,709,000 |
Total product revenues | 4,953,000 | 7,122,000 | 8,709,000 |
Cost of product revenues | 2,940,000 | 3,421,000 | 4,000,000 |
Gross profit | 2,013,000 | 3,701,000 | 4,709,000 |
Development revenues: | |||
Development, related party | 0 | 638,000 | 2,882,000 |
Development | 0 | 1,179,000 | 2,529,000 |
Government contracts and other | 2,645,000 | 3,257,000 | 381,000 |
Total development revenues | 2,645,000 | 5,074,000 | 5,792,000 |
Operating expenses: | |||
Research and development | 15,105,000 | 17,065,000 | 13,628,000 |
Sales and marketing | 6,406,000 | 9,026,000 | 9,488,000 |
General and administrative | 15,953,000 | 16,031,000 | 15,672,000 |
Change in fair value of warrants | -369,000 | -418,000 | -209,000 |
Change in fair value of option liability | 0 | -2,250,000 | 340,000 |
Total operating expenses | 37,095,000 | 39,454,000 | 38,919,000 |
Operating loss | -32,437,000 | -30,679,000 | -28,418,000 |
Other income (expense): | |||
Gain (loss) on asset disposal | 42,000 | -257,000 | 0 |
Loss on debt extinguishment | 0 | -708,000 | 0 |
Interest income | 6,000 | 4,000 | 4,000 |
Interest expense | -4,371,000 | -3,396,000 | -3,386,000 |
Other income (expense), net | -608,000 | -438,000 | -314,000 |
Gain on Puregraft divestiture | 0 | 4,453,000 | 0 |
Gain on previously held equity interest in joint venture | 0 | 4,892,000 | 0 |
Equity loss from investment in joint venture | 0 | -48,000 | -165,000 |
Total other income (expense) | -4,931,000 | 4,502,000 | -3,861,000 |
Net loss | -37,368,000 | -26,177,000 | -32,279,000 |
Beneficial conversion feature for convertible preferred stock | -1,169,000 | 0 | 0 |
Net loss allocable to common stock holders | -38,537,000 | -26,177,000 | -32,279,000 |
Basic and diluted net loss per share allocable to common stockholders | ($0.48) | ($0.39) | ($0.55) |
Basic and diluted weighted average shares used in calculating net loss per share allocable to common stockholders | 80,830,698 | 67,781,364 | 58,679,687 |
Other comprehensive income - foreign currency translation adjustments | 444,000 | 256,000 | 0 |
Comprehensive loss | ($36,924,000) | ($25,921,000) | ($32,279,000) |
CONSOLIDATED_STATEMENTS_OF_STO
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (USD $) | Convertible Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Total |
USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | ||
Balance at at Dec. 31, 2011 | $57,000 | $252,338,000 | ($242,449,000) | $0 | $9,946,000 | |
Balance at (in shares) at Dec. 31, 2011 | 56,594,683 | |||||
Stock-based compensation expense | 0 | 3,904,000 | 0 | 0 | 3,904,000 | |
Issuance of common stock under stock option plan and employee stock purchase plan | 0 | 1,157,000 | 0 | 0 | 1,157,000 | |
Issuance of common stock under stock option plan and employee stock purchase plan (in shares) | 450,512 | |||||
Issuance of common stock under stock warrant agreement | 0 | 256,000 | 0 | 0 | 256,000 | |
Issuance of common stock under stock warrant agreement (in shares) | 98,855 | |||||
Sale of common stock, net | 9,000 | 23,462,000 | 0 | 0 | 23,471,000 | |
Sale of common stock, net (in shares) | 8,770,000 | |||||
Net loss for the year ended | 0 | 0 | -32,279,000 | 0 | -32,279,000 | |
Balance at at Dec. 31, 2012 | 66,000 | 281,117,000 | -274,728,000 | 0 | 6,455,000 | |
Balance at (in shares) at Dec. 31, 2012 | 65,914,050 | |||||
Stock-based compensation expense | 0 | 3,608,000 | 0 | 0 | 3,608,000 | |
Issuance of common stock under stock option plan and employee stock purchase plan | 0 | 225,000 | 0 | 0 | 225,000 | |
Issuance of common stock under stock option plan and employee stock purchase plan (in shares) | 338,325 | |||||
Sale of common stock, net | 5,000 | 17,811,000 | 0 | 0 | 17,816,000 | |
Sale of common stock, net (in shares) | 5,053,000 | |||||
Allocation of fair value for debt-related warrants | 0 | 949,000 | 0 | 0 | 949,000 | |
Accumulated other comprehensive income (loss) | 0 | 0 | 0 | 256,000 | 256,000 | |
Net loss for the year ended | 0 | 0 | -26,177,000 | 0 | -26,177,000 | |
Balance at at Dec. 31, 2013 | 71,000 | 303,710,000 | -300,905,000 | 256,000 | 3,132,000 | |
Balance at (in shares) at Dec. 31, 2013 | 0 | 71,305,375 | 71,305,375 | |||
Stock-based compensation expense | 0 | 3,101,000 | 0 | 0 | 3,101,000 | |
Issuance of common stock under stock option plan and employee stock purchase plan | 0 | 92,000 | 0 | 0 | 92,000 | |
Issuance of common stock under stock option plan and employee stock purchase plan (in shares) | 204,288 | |||||
Issuance of common stock under stock warrant agreement | 4,000 | 4,052,000 | 0 | 0 | ||
Issuance of common stock under stock warrant agreement (in shares) | 4,042,733 | |||||
Sale of common stock, net | 8,000 | 18,582,000 | 0 | 0 | 18,590,000 | |
Sale of common stock, net (in shares) | 8,048,584 | |||||
Issuance of Series A preferred stock 3.6% Convertible Preferred Stock, net | 0 | 2,235,000 | 0 | 0 | 2,235,000 | |
Issuance of Series A preferred stock 3.6% Convertible Preferred Stock, net (in shares) | 13,500 | |||||
Conversion of Series A 3.6% Convertible Preferred Stock into common stock | 16,000 | 0 | 0 | 0 | 16,000 | |
Conversion of Series A 3.6% Convertible Preferred Stock into common stock (in shares) | -8,189 | 15,747,397 | ||||
Issuance of common stock conversion of Series A preferred stock | 4,056,000 | |||||
Accumulated other comprehensive income (loss) | 0 | 0 | 0 | 444,000 | 444,000 | |
Net loss for the year ended | -37,368,000 | 0 | -37,368,000 | |||
Balance at at Dec. 31, 2014 | $99,000 | $331,772,000 | ($338,273,000) | $700,000 | ($5,702,000) | |
Balance at (in shares) at Dec. 31, 2014 | 5,311 | 99,348,377 | 99,348,377 |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Cash flows from operating activities: | |||
Net loss | ($37,368,000) | ($26,177,000) | ($32,279,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 779,000 | 1,630,000 | 933,000 |
Amortization of deferred financing costs and debt discount | 1,220,000 | 893,000 | 930,000 |
Joint Venture acquisition obligation accretion | 579,000 | 204,000 | 0 |
Provision for doubtful accounts | 1,084,000 | 1,141,000 | 144,000 |
Provision for Expired Enzyme | 313,000 | 0 | 0 |
Change in fair value of warrants | -369,000 | -418,000 | -209,000 |
Change in fair value of option liability | 0 | -2,250,000 | 340,000 |
Stock-based compensation | 3,101,000 | 3,608,000 | 3,904,000 |
Equity loss from investment in joint venture | 0 | 48,000 | 165,000 |
Loss on asset disposal | -33,000 | 257,000 | 0 |
Gain on previously held equity interest in joint venture | 0 | -4,892,000 | 0 |
Gain on sale of assets | 0 | -4,453,000 | 0 |
Loss on debt extinguishment | 0 | 708,000 | 0 |
Increases (decreases) in cash caused by changes in operating assets and liabilities: | |||
Accounts receivable | 2,057,000 | -1,209,000 | -1,810,000 |
Inventories | -815,000 | -459,000 | 143,000 |
Other current assets | 510,000 | -24,000 | -324,000 |
Other assets | 11,000 | -854,000 | -74,000 |
Accounts payable and accrued expenses | -1,147,000 | -409,000 | 1,183,000 |
Deferred revenues, related party | 0 | -638,000 | -2,882,000 |
Deferred revenues | -100,000 | -1,223,000 | -2,609,000 |
Long-term deferred rent | -152,000 | -46,000 | 252,000 |
Net cash used in operating activities | -30,330,000 | -34,563,000 | -32,193,000 |
Cash flows from investing activities: | |||
Purchases of property and equipment | -764,000 | -519,000 | -1,204,000 |
Expenditures for intellectual property | -255,000 | 0 | 0 |
Proceeds from sale of assets | 76,000 | 5,000,000 | 0 |
License agreement termination fee | -400,000 | -800,000 | 0 |
Cash acquired in purchase of the Joint Venture | 0 | 5,000 | 0 |
Net cash provided by (used in) investing activities | -1,343,000 | 3,686,000 | -1,204,000 |
Cash flows from financing activities: | |||
Principal payments on long-term obligations | -1,962,000 | -22,304,000 | -2,692,000 |
Proceeds from long-term obligations | 0 | 27,000,000 | 0 |
Debt issuance costs and loan fees | 0 | -1,744,000 | 0 |
Joint venture purchase payments | -2,262,000 | -221,000 | 0 |
Proceeds from exercise of employee stock options and warrants and stock purchase plan | 4,151,000 | 225,000 | 1,413,000 |
Proceeds from sale of common stock | 19,001,000 | 18,000,000 | 24,953,000 |
Proceeds from issuance of preferred stock | 13,500,000 | 0 | 0 |
Costs from sale of common stock | -425,000 | -184,000 | -1,482,000 |
Costs from sale of preferred stock | -1,129,000 | 0 | 0 |
Net cash provided by financing activities | 30,874,000 | 20,772,000 | 22,192,000 |
Effect of exchange rate changes on cash and cash equivalents | -85,000 | -106,000 | 0 |
Net decrease in cash and cash equivalents | -884,000 | -10,211,000 | -11,205,000 |
Cash and cash equivalents at beginning of year | 15,506,000 | 25,717,000 | 36,922,000 |
Cash and cash equivalents at end of year | 14,622,000 | 15,506,000 | 25,717,000 |
Cash paid during period for: | |||
Interest | 2,588,000 | 2,252,000 | 2,497,000 |
Final payment fee on long-term debt | 0 | 1,078,000 | 0 |
Supplemental schedule of non-cash investing and financing activities: | |||
Conversion of preferred stock into common stock | 16,000 | 0 | 0 |
Declared dividend related to preferred stock | 72,000 | 0 | 0 |
Fair value of warrants allocated to additional paid-in capital | 0 | 949,000 | 0 |
Fair value of intangible assets acquired | 0 | 9,394,000 | 0 |
Fair value of tangible assets acquired | 0 | 260,000 | 0 |
Joint venture purchase obligation | 0 | 4,709,000 | 0 |
Fair value of previously held equity interest at acquisition date | $0 | $4,928,000 | $0 |
Organization_and_Operations
Organization and Operations | 12 Months Ended | |
Dec. 31, 2014 | ||
Organization and Operations [Abstract] | ||
Organization and Operations | 1 | Organization and Operations |
The Company | ||
Cytori Therapeutics (NASDAQ: CYTX) develops cell therapies uniquely formulated and optimized for specific diseases and medical conditions with a primary focus on impaired hand function in scleroderma, osteoarthritis of the knee, full thickness thermal burns combined with radiation exposure, and chronic heart failure. | ||
Principles of Consolidation | ||
The accompanying consolidated financial statements include our accounts and those of our subsidiaries. All significant intercompany transactions and balances have been eliminated. | ||
We have five subsidiaries located in Japan, United Kingdom, Switzerland, India and Spain that have been established primarily to support our sales and marketing activities in these regions. | ||
Certain Risks and Uncertainties | ||
Our prospects are subject to the risks and uncertainties frequently encountered by companies in the early stages of development and commercialization, especially those companies in rapidly evolving and technologically advanced industries such as the biotech/medical device field. Our future viability largely depends on our ability to complete development of new products and receive regulatory approvals for those products. No assurance can be given that our new products will be successfully developed, regulatory approvals will be granted, or acceptance of these products will be achieved. The development of medical devices for specific therapeutic applications is subject to a number of risks, including research, regulatory and marketing risks. There can be no assurance that our development stage products will overcome these hurdles and become commercially viable and/or gain commercial acceptance. | ||
Capital Availability | ||
We incurred net losses of $37,368,000, $26,177,000 and $32,279,000 for the years ended December 31, 2014, 2013 and 2012, respectively. We have an accumulated deficit of $338,273,000 as of December 31, 2014. Additionally, we have used net cash of $30,330,000, $34,563,000 and $32,193,000 to fund our operating activities for years ended December 31, 2014, 2013 and 2012, respectively. At December 31, 2014, the current portion of long-term debt obligations is $7.4 million and the Joint Venture purchase obligation is $3.0 million. The combination of these facts and the balance of cash and cash equivalents at December 31, 2014 raises substantial doubt as to the Company’s ability to continue as a going concern. | ||
To date, these operating losses have been funded primarily from outside sources of invested capital and gross profits. We have had, and we will likely continue to have, an ongoing need to raise additional cash from outside sources to fund our future operations. However, our ability to raise capital was adversely affected once FDA put a hold on our Athena trials in mid-2014, which had an adverse impact to stock price performance and our corresponding ability to restructure our debt. If we are unsuccessful in our efforts to raise outside capital in the near term, we will be required to significantly reduce our research, development, and administrative operations, including reduction of our employee base, in order to offset the lack of available funding. | ||
We are pursuing financing opportunities in both the private and public debt and equity markets as well as through strategic corporate partnerships. We have an established history of raising capital through these platforms, and we are currently involved in negotiations with multiple parties. Our efforts in 2014 to raise capital took longer than we initially anticipated. We expect to continue to utilize our cash and cash equivalents to fund operations at least through June of 2015, subject to minimum cash and cash liquidity requirements of the Loan and Security Agreement with the Lenders, which requires that we maintain at least three months of cash on hand to avoid an event of default under the Loan and Security Agreement. We continue to seek additional cash through product revenues, strategic collaborations, and future sales of equity or debt securities. Although there can be no assurance given, we hope to successfully complete one or more additional financing transactions and corporate partnerships in the near-term. Without this additional capital, current working capital and cash generated from sales and containment of operating costs will not provide adequate funding for research, sales and marketing efforts, clinical and preclinical trials, and product development activities at their current levels. If sufficient capital is not raised, we will at a minimum need to significantly reduce or curtail our research and development and other operations, and this could negatively affect our ability to achieve corporate growth goals. | ||
Specifically, we have prepared an operating plan that calls for us to reduce operations to focus almost entirely on one US clinical program and the supply of current products to existing or new distribution channels. In addition, as part of this plan, there would be minimal expenditures for ongoing scientific research, product development or clinical research. This impacts research and development headcount, external subcontractor expenditures, capital outlay and general and administrative expenditures related to the supervision of such activities. In parallel, we would significantly reduce administrative staff and salaries consistent with the overall reduction in scope of operations. In aggregate, such reductions could result in eliminations of roles for the majority of the Company’s current staff and the deferral or elimination of all ongoing development projects until such time that cash resources were available from operations or outside sources to re-establish development and growth plans. Management is currently reviewing contractual obligations related to the pre-clinical and clinical commitments along with minimum purchase requirements to include deferral of such commitments as part of this plan. While management is actively pursuing it’s near term financial and strategic alternatives it is also, in parallel, continuing to evaluate the timing of implementation of the alternative operating plan and the initiation of the identified reductions. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||
Summary of Significant Accounting Policies [Abstract] | |||||||||||||||||||||||||
Summary of Significant Accounting Policies | 2 | Summary of Significant Accounting Policies | |||||||||||||||||||||||
Use of Estimates | |||||||||||||||||||||||||
The preparation of Consolidated Financial Statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions affecting 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 revenue and expenses during the reporting period. Our most significant estimates and critical accounting policies involve recognizing revenue, valuing the acquisition of the Olympus Joint Venture, valuing warrants, determining the assumptions used in measuring share-based compensation expense and valuing allowances for doubtful accounts, and inventories. | |||||||||||||||||||||||||
Actual results could differ from these estimates. Management’s estimates and assumptions are reviewed regularly, and the effects of revisions are reflected in the Consolidated Financial Statements in the periods they are determined to be necessary. | |||||||||||||||||||||||||
Cash and Cash Equivalents | |||||||||||||||||||||||||
We consider all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents. Investments with original maturities of three months or less that were included with and classified as cash and cash equivalents totaled $8,144,000 and $4,644,000 as of December 31, 2014 and 2013, respectively. We maintain our cash at insured financial institutions. The combined account balances at each institution periodically exceed FDIC insurance coverage, and as a result, there is a concentration of credit risk related to amounts in excess of FDIC limits. | |||||||||||||||||||||||||
Restricted Cash and Cash Equivalents | |||||||||||||||||||||||||
Restricted cash consists of cash and cash equivalents held in a letter of credit account pursuant to a lease agreement entered into on April 2, 2010 (amended November 4, 2011) for leasing of property at 3020 and 3030 Callan Road, San Diego, California. The lease agreement required us to execute a letter of credit for $350,000 naming the landlord as a beneficiary. The letter of credit was issued in July 2010 and automatically renews every 6 months unless we make changes during the grace period which is the week after the maturity date. The next maturity date is June 29, 2015. It is required by the landlord that we maintain $350,000 as restricted cash for the duration of the lease, which expires October 31, 2017. | |||||||||||||||||||||||||
Accounts Receivable | |||||||||||||||||||||||||
Accounts receivable are recorded at the invoiced amount and do not bear interest. Amounts collected on accounts receivable are included in net cash provided by operating activities in the consolidated statements of cash flows. The Company maintains an allowance for doubtful accounts for estimated losses inherent in its accounts receivable portfolio. In establishing the required allowance, management considers historical losses adjusted to take into account current market conditions and our customers’ financial condition, the amount of receivables in dispute, and the current receivables aging and current payment patterns. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. | |||||||||||||||||||||||||
Inventories | |||||||||||||||||||||||||
Inventories include the cost of material, labor, and overhead, and are stated at the lower of cost, determined on the first-in, first-out (FIFO) method, or market. We periodically evaluate our on-hand stock and make appropriate provisions for any stock deemed excess or obsolete. Manufacturing costs resulting from lower than “normal” production levels are expensed as incurred. | |||||||||||||||||||||||||
Property and Equipment | |||||||||||||||||||||||||
Property and equipment are stated at cost, net of accumulated depreciation. Depreciation expense, which includes the amortization of capitalized leasehold improvements, is provided for on a straight-line basis over the estimated useful lives of the assets, or the life of the lease, whichever is shorter, and range from three to five years. When assets are sold or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts and the resulting gain or loss, if any, is included in operations. Maintenance and repairs are charged to operations as incurred. | |||||||||||||||||||||||||
Impairment | |||||||||||||||||||||||||
We assess certain of our long-lived assets, such as property and equipment and intangible assets other than goodwill, for potential impairment when there is a change in circumstances that indicates carrying values of assets may not be recoverable. Such long-lived assets are deemed to be impaired when the undiscounted cash flows expected to be generated by the asset (or asset group) are less than the asset’s carrying amount. Any required impairment loss would be measured as the amount by which the asset’s carrying value exceeds its fair value, and would be recorded as a reduction in the carrying value of the related asset and a charge to operating expense. We recognized no impairment losses during any of the periods presented in these financial statements. | |||||||||||||||||||||||||
Goodwill and Intangibles | |||||||||||||||||||||||||
Goodwill is reviewed for impairment annually or more frequently when events or changes in circumstances indicate that fair value of the reporting unit has been reduced to less than its carrying value. We perform our impairment test annually during the fourth quarter. First the Company assesses qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test. If, after assessing qualitative factors, the Company determines it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then performing the two-step impairment test is unnecessary. If deemed necessary, a two-step test is used to identify the potential impairment and to measure the amount of goodwill impairment, if any. The first step is to compare the fair value of the reporting unit with its carrying amount, including goodwill. If the fair value of the reporting unit exceeds its carrying amount, goodwill is considered not impaired; otherwise, there is an indication that goodwill may be impaired and the amount of the loss, if any, is measured by performing step two. Under step two, the impairment loss, if any, is measured by comparing the implied fair value of the reporting unit goodwill with the carrying amount of goodwill. We completed this assessment as of November 30, 2014, and concluded that no impairment existed. | |||||||||||||||||||||||||
Separable intangible assets that have finite useful lives continue to be amortized over their respective useful lives. | |||||||||||||||||||||||||
As part of the May 2013 acquisition of the Joint Venture (see Note 4), we acquired intangible assets which consisted primarily of contractual license rights that had previously enabled the Joint Venture to conduct development and manufacturing activities pertaining to certain aspects of Cytori’s Celution ® technology. The useful life of the identifiable intangible assets was estimated based on the assumed future economic benefit expected to be received from the assets. The technology was valued at $9,394,000 and is being amortized over a useful life of seven years, based on the quarterly revenue forecasted for those years. We have amortized $166,000 and $49,000 as of December 31, 2014 and 2013, respectively. The estimated aggregate amortization expense will be $896,000 for 2015, $1,267,000 for 2016, $1,774,000 for 2017, $2,306,000 for 2018 and $2,883,000 thereafter. | |||||||||||||||||||||||||
The changes in the carrying amounts of other indefinite and finite-life intangible assets and goodwill for the years ended December 31, 2014 and 2013 are as follows: | |||||||||||||||||||||||||
31-Dec-14 | |||||||||||||||||||||||||
Other intangibles, net: | |||||||||||||||||||||||||
Beginning balance | $ | 9,345,000 | |||||||||||||||||||||||
Increase | 255,000 | ||||||||||||||||||||||||
Amortization | (185,000 | ) | |||||||||||||||||||||||
Ending balance | 9,415,000 | ||||||||||||||||||||||||
Goodwill, net: | |||||||||||||||||||||||||
Beginning balance | 3,922,000 | ||||||||||||||||||||||||
Increase (decrease) | — | ||||||||||||||||||||||||
Ending balance | 3,922,000 | ||||||||||||||||||||||||
Total goodwill and other intangibles, net | $ | 13,337,000 | |||||||||||||||||||||||
31-Dec-13 | |||||||||||||||||||||||||
Other intangibles, net: | |||||||||||||||||||||||||
Beginning balance | $ | — | |||||||||||||||||||||||
Acquisition of JV Intangible | 9,394,000 | ||||||||||||||||||||||||
Amortization | (49,000 | ) | |||||||||||||||||||||||
Ending balance | 9,345,000 | ||||||||||||||||||||||||
Goodwill, net: | |||||||||||||||||||||||||
Beginning balance | 3,922,000 | ||||||||||||||||||||||||
Increase (decrease) | — | ||||||||||||||||||||||||
Ending balance | 3,922,000 | ||||||||||||||||||||||||
Total goodwill and other intangibles, net | $ | 13,267,000 | |||||||||||||||||||||||
Warrant Liability | |||||||||||||||||||||||||
Warrants with exercise price reset features (down-round protection) are accounted for as liabilities, with changes in the fair value included in net loss for the respective periods. In connection with the Securities Purchase Agreement, in October 2014, the Company issued common stock purchase warrants to certain institutional investors. Each warrant has an exercise price of $0.5771 per share, is exercisable six months after the date of issuance and expires five years from the date on which it is initially exercisable. The initial fair value of the liability associated with these warrants was $10.0 million, and the fair value decreased to $9.8 million as of December 31, 2014. All future changes in the fair value of the warrants will be recognized in our consolidated statements of operations until they are either exercised or expire in 2020. The warrants are not traded in an active securities market, and as such the estimated the fair value at December 31 was determined by using an option pricing model (Monte Carlo) with the following assumptions: | |||||||||||||||||||||||||
As of | |||||||||||||||||||||||||
31-Dec-14 | |||||||||||||||||||||||||
Expected term | 5.3 years | ||||||||||||||||||||||||
Common stock market price | $ | 0.49 | |||||||||||||||||||||||
Risk-free interest rate | 1.65 | % | |||||||||||||||||||||||
Expected volatility | 90 | % | |||||||||||||||||||||||
Resulting fair value (per warrant) | $ | 0.38 | |||||||||||||||||||||||
Expected volatility is based on both historical and implied volatility. Historical volatility was computed using daily pricing observations for recent periods that correspond to the expected term of the warrants while implied volatility was computed using publicly traded options of Cytori as well as Cytori’s peer companies. We believe this method produces an estimate that is representative of our expectations of future volatility over the expected term of these warrants. We currently have no reason to believe future volatility over the expected remaining life of these warrants is likely to differ materially from historical volatility. The expected life is based on the remaining contractual term of the warrants. The risk-free interest rate is the U.S. Treasury bond rate as of the valuation date. The fair value of these warrants also incorporates our assumptions about future equity issuances and their impact to the down-round protection feature. | |||||||||||||||||||||||||
Fluctuations in the fair value of the warrants are impacted by unobservable inputs, most significantly the assumption with regards to future equity issuances and its impact to the down-round protection feature. Significant increases (decreases) in this input in isolation would result in a significantly higher (lower) fair value measurement. | |||||||||||||||||||||||||
Revenue Recognition | |||||||||||||||||||||||||
Product Sales | |||||||||||||||||||||||||
We recognize revenue from product sales when the following fundamental criteria are met: (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred, (iii) the price to the customer is fixed or determinable and (iv) collection of the resulting accounts receivable is reasonably assured. For customers that have not developed a sufficient payment history with us or for whom a letter of credit is not in place at the time of the transaction, we defer revenues until collectability is reasonably assured. | |||||||||||||||||||||||||
For all sales, we use a binding purchase order or a signed agreement as evidence of an arrangement. If the other revenue recognition criteria are met, revenue for these product sales is recognized upon delivery to the customer, as all risks and rewards of ownership have been substantively transferred to the customer at that point. For sales to customers who arrange for and manage the shipping process, we recognize revenue upon shipment from our facilities. Shipping and handling costs that are billed to our customers are classified as revenue. The customer’s obligation to pay and the payment terms are set at the time of delivery and are not dependent on the subsequent use or resale of our products. For sales where all revenue recognition criteria are not met, revenue is deferred and related inventory remains on our books. | |||||||||||||||||||||||||
For sales that include multiple deliverables, such as sales of our StemSource® Cell Bank (cell bank), we account for products or services (deliverables) separately rather than as a combined unit. Stem cell banks typically consist of a complex array of equipment, proprietary knowledge, license rights, and services, including one or more StemSource® devices, a cryogenic freezer, measuring and monitoring equipment, and a database patient tracking system. In addition, we typically provide consulting, installation, and training services. Web hosting, technical support and maintenance services are generally provided for a period of up to one year subsequent to the date of sale. FASB authoritative guidance requires an evaluation of these deliverables to determine the appropriate “units of accounting” for purposes of revenue recognition. Each cell bank is customized to provide the best solution for the customer. Depending on customers’ needs, all or combination of the following units of accounting will apply to cell bank transactions: | |||||||||||||||||||||||||
· | initial consulting services; | ||||||||||||||||||||||||
· | license rights and standard operating procedures; | ||||||||||||||||||||||||
· | equipment and supplies; | ||||||||||||||||||||||||
· | installation services; | ||||||||||||||||||||||||
· | training services; | ||||||||||||||||||||||||
· | database hosting services; | ||||||||||||||||||||||||
· | technical support services; and | ||||||||||||||||||||||||
· | maintenance services. | ||||||||||||||||||||||||
FASB authoritative guidance establishes a selling price hierarchy for determining the selling price of a deliverable, which is based on: (a) vendor-specific objective evidence (“VSOE”); (b) third-party evidence (“TPE”); or (c) management estimates. This guidance requires arrangement consideration to be allocated at the inception of the arrangement to all deliverables using the relative selling price method. For our cell bank sales, we establish relative selling prices for all deliverables based on vendor-specific quotes for comparable services when available. In the absence of VSOE, we use competitors’ products or services considered largely interchangeable with our own or management’s best estimate. Revenue allocated to each unit of accounting is calculated and recognized based on the relative selling price of each deliverable. Future services such as web hosting and ongoing maintenance are deferred and recognized into income as the services are provided, generally over one year following the installation of the equipment. | |||||||||||||||||||||||||
Concentration of Significant Customers & Geographical Sales | |||||||||||||||||||||||||
For the year ended December 31, 2014, our sales were concentrated with respect to three distributors and one direct customer, which comprised 52% of our product revenue recognized. Three distributors accounted for 92% of total outstanding accounts receivable (excluding BARDA) as of December 31, 2014. | |||||||||||||||||||||||||
For the year ended December 31, 2013, our sales were concentrated with respect to one distributor, which comprised 26% of our product revenue recognized. Two distributors and one direct customer accounted for 55% of total outstanding accounts receivable as of December 31, 2013. | |||||||||||||||||||||||||
For the year ended December 31, 2012, our sales were concentrated with respect to one direct customer, which comprised 12% of our product revenue recognized. Two direct customers and one distributor accounted for 39% of total outstanding accounts receivable as of December 31, 2012. | |||||||||||||||||||||||||
Product revenues, classified by geographic location, are as follows: | |||||||||||||||||||||||||
Years ended | |||||||||||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||||||||||
Product Revenues | % of Total | Product Revenues | % of Total | Product Revenues | % of Total | ||||||||||||||||||||
North America | $ | 894,000 | 18 | % | $ | 1,079,000 | 15 | % | $ | 1,143,000 | 13 | % | |||||||||||||
Japan | 3,068,000 | 62 | % | 2,109,000 | 30 | % | 4,352,000 | 50 | % | ||||||||||||||||
Europe | 506,000 | 10 | % | 1,240,000 | 17 | % | 2,004,000 | 23 | % | ||||||||||||||||
Other countries | 485,000 | 10 | % | 2,694,000 | 38 | % | 1,210,000 | 14 | % | ||||||||||||||||
Total product revenues | $ | 4,953,000 | 100 | % | $ | 7,122,000 | 100 | % | $ | 8,709,000 | 100 | % | |||||||||||||
Research and Development | |||||||||||||||||||||||||
We earn revenue for performing tasks under research and development agreements with both commercial enterprises, such as Olympus and Senko, and governmental agencies like the U.S. Department of Health and Human Service’s Biomedical Advanced Research and Development Authority (BARDA). Revenue earned under development agreements with commercial enterprises is classified as development revenues. Revenues derived from reimbursement of direct out-of-pocket expenses for research costs associated with government contracts are recorded as government contract and other within development revenues. Government contract revenue is recorded at the gross amount of the reimbursement. The costs associated with these reimbursements are reflected as a component of research and development expense in our consolidated statements of operations. | |||||||||||||||||||||||||
In the third quarter of 2012, we were awarded a contract to develop a new countermeasure for thermal burns valued at up to $106 million with BARDA. The initial base period included $4.7 million tranche over two years and covered preclinical research and continued development of Cytori’s Celution® system to improve cell processing. The additional contract options, if fully executed, cover clinical development through FDA approval under a device-based PMA regulatory pathway. In August 2014, BARDA exercised Option 1 of the contract for Cytori to perform research, regulatory, clinical and other tasks required for initiation of a pilot clinical trial of the Celution System in thermal burn injury for a total cost-plus fixed fee of up to $12.1 million. In December 2014, we executed an amendment to the August 2014 contract option to fund continued investigation and development of Cytori Cell Therapy (DCCT-10) for use in thermal burn injuries, which increased the option extension to $14.1 million. Upon IDE approval by the FDA, we anticipate BARDA will increase funding to cover costs associated with execution of the clinical trial, currently estimated at approximately $8.3 million, and bringing the combined value of the first option to up to $22.4 million. This is a cost reimbursement contract, and related government contract revenue was recorded at the gross amount of reimbursement starting in the fourth quarter of 2012. | |||||||||||||||||||||||||
We received funds from Olympus and Olympus-Cytori, Inc. during 2005 and 2006. We recorded upfront fees totaling $28,311,000 as deferred revenues, related party. In exchange for these proceeds, we agreed to (a) provide Olympus-Cytori, Inc. an exclusive and perpetual license to our Celution® System device technology and certain related intellectual property, and (b) provide future development contributions related to commercializing the Celution® System platform. The license and development services were not separable and as a result the recognition of this deferred amount as revenue required achievement of service related milestones, under a proportional performance methodology. Revenue was recognized as the above mentioned R&D milestones were completed. Of the amounts received and deferred, we recognized the last remaining development revenue of $638,000 during the three months ended March 31, 2013 as a result of the United States Court of Appeals upholding the FDA’s previous determination that our cell processing devices were not substantially equivalent to the cited predicate devices. The recognition of revenue associated with this event reflects the completion of our efforts expended to use commercially reasonable efforts to obtain device regulatory approvals in the United States as it pertains to the 510(k) pathway. During the year ended December 31, 2012, we recognized $2,882,000 of revenue associated with our arrangement with Olympus as a result of two milestones for the APOLLO and PRECISE clinical trials. As of December 31, 2014 and 2013, there are no deferred amounts under this contract. | |||||||||||||||||||||||||
Refer to Note 8 for discussion about our arrangement with Senko. | |||||||||||||||||||||||||
Research and Development | |||||||||||||||||||||||||
Research and development expenditures, which are charged to operations in the period incurred, include costs associated with the design, development, testing and enhancement of our products, regulatory fees, the purchase of laboratory supplies, and pre-clinical and clinical studies as well as salaries and benefits for our research and development employees. | |||||||||||||||||||||||||
Also included in research and development expenditures are costs incurred to support the government reimbursement contract. | |||||||||||||||||||||||||
$2,461,000, $3,053,000, and $331,000 qualified expenses were incurred for the years ended December 31, 2014, 2013 and 2012, related to our government contract with BARDA. | |||||||||||||||||||||||||
Deferred Financing Costs and Other Debt-Related Costs | |||||||||||||||||||||||||
Deferred financing costs are capitalized and amortized to interest expense over the term of the associated debt instrument using the effective interest method. If the maturity of the debt is accelerated because of default or early debt repayment, then the amortization would be accelerated. | |||||||||||||||||||||||||
Income Taxes | |||||||||||||||||||||||||
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income (loss) in the years in which those temporary differences are expected to be recovered or settled. Due to our history of losses, a full valuation allowance has been recognized against our deferred tax assets. | |||||||||||||||||||||||||
Stock Based Compensation | |||||||||||||||||||||||||
We recognize the fair value of all share-based payment awards in our statements of operations over the requisite vesting period of each award. We estimate the fair value of these options using the Black-Scholes option pricing model using assumptions for expected volatility, expected term, and risk-free interest rate. Expected volatility is based primarily on historical volatility and is computed using daily pricing observations for recent periods that correspond to the expected term of the options. The expected life is based on the expected term of the options. The risk-free interest rate is the interest rate for treasury instruments with maturities that approximate the expected term. | |||||||||||||||||||||||||
Segment Information | |||||||||||||||||||||||||
For the years ended December 31, 2014, 2013 and 2012, all of our financial results relate to cell therapy, therefore we report our results as a single segment. | |||||||||||||||||||||||||
Loss Per Share | |||||||||||||||||||||||||
Basic per share data is computed by dividing net income or loss allocable to common stockholders by the weighted average number of common shares outstanding during the period. Diluted per share data is computed by dividing net income or loss allocable to common stockholders by the weighted average number of common shares outstanding during the period increased to include, if dilutive, the number of additional common shares that would have been outstanding as calculated using the treasury stock method. Potential common shares were related entirely to outstanding but unexercised options, warrants, employee stock purchase plans, and restricted stock awards for all periods presented. | |||||||||||||||||||||||||
We have excluded all potentially dilutive securities, including unvested performance-based restricted stock, from the calculation of diluted loss per share allocable to common stockholders for the years ended December 31, 2014, 2013 and 2012, as their inclusion would be antidilutive. Potentially dilutive common shares excluded from the calculations of diluted loss per share were 43.7 million, 17.2 million and 17.4 million for the years ended December 31, 2014, 2013 and 2012, respectively. | |||||||||||||||||||||||||
Recent Accounting Pronouncements | |||||||||||||||||||||||||
The following new accounting standards have been issued, but not adopted by the Company as of December 31, 2014: | |||||||||||||||||||||||||
In May 2014, the Financial Accounting Standards Board (FASB) and International Accounting Standards Board (IASB) jointly issued Accounting Standards Update (ASU) 2014-09, Revenue from Contracts with Customers. ASU 2014-09 requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. The effective date of ASU 2014-09 is for annual reporting periods beginning after December 15, 2016. The Company is currently evaluating the impact of adopting ASU 2014-09. | |||||||||||||||||||||||||
In August 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2014-15, Presentation of Financial Statements—Going Concern (Subtopic 205-40). ASU 2014-15 requires management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). The effective date of ASU 2014-15 is for annual reporting periods beginning after December 15, 2016. The Company is currently evaluating the impact of adopting ASU 2014-15. |
Agreement_with_Lorem_Vascular
Agreement with Lorem Vascular | 12 Months Ended | |
Dec. 31, 2014 | ||
Agreement with Lorem Vascular [Abstract] | ||
Agreement with Lorem Vascular | 3 | Agreement with Lorem Vascular |
On October 29, 2013, we entered into an agreement with Lorem Vascular to commercialize Cytori Cell Therapy (OICH-D3) for the cardiovascular, renal and diabetes markets, in China, Hong Kong, Malaysia, Singapore and Australia (License/Supply Agreement), and a Common Stock Purchase Agreement. On January 30, 2014 we entered into the Amended and Restated License/Supply Agreement with Lorem Vascular (the “Restated Agreement”) which restated the License/Supply Agreement in its entirety and expanded the licensed field to all uses excepting alopecia (hair loss). Under the Restated Agreement, Lorem Vascular committed to pay up to $500 million in license fees in the form of revenue milestones. In addition, Lorem Vascular is required to pay us 30% of their gross profits in China, Hong Kong and Malaysia for the term of the agreement. In addition, Lorem Vascular has agreed to purchase the Cytori Celution® System and consumables under the Restated Agreement. Pursuant to the related Common Stock Purchase Agreement, Cytori sold Lorem Vascular 8.0 million shares of Cytori common stock at $3.00 per share for a total of $24.0 million. The equity purchased was closed in two equal installments, in November 2013 and January 2014. | ||
Lorem Vascular initially purchased approximately $1.8 million in Celution® devices and consumables in December 2013. In addition to this purchase, upon achieving regulatory clearance from the Chinese Food and Drug Administration (“CFDA”), Lorem Vascular has also agreed to purchase an opening order of 23 Celution Systems and 1,100 Celution Consumable Sets (which Lorem Vascular anticipates to be fulfilled within 2015), plus an additional 150 devices and 7,500 consumables during the three-year period following CFDA approval. |
Transactions_with_Olympus_Corp
Transactions with Olympus Corporation | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Transactions with Olympus Corporation [Abstract] | |||||||||
Transactions with Olympus Corporation | 4. Transactions with Olympus Corporation | ||||||||
Acquisition of Olympus’ Interest in the Joint Venture | |||||||||
In 2005, we entered into a joint venture and other related agreements (the “Joint Venture Agreements”) with Olympus. The Joint Venture was owned equally by Olympus and us. We had previously accounted for our interests in the Joint Venture using the equity method of accounting, since we could not exert significant influence over the Joint Venture’s operations. | |||||||||
On May 8, 2013, Cytori and Olympus agreed to terminate the Joint Venture pursuant to a Termination Agreement, and Cytori acquired the remaining 50% equity interest in the Joint Venture from Olympus. The termination of the relationship and purchase of Olympus’ equity shares of the Joint Venture allowed Cytori to regain full control of the manufacturing rights for the Celution ® system. The purpose of the acquisition is to gain more flexibility on the manufacturing process and associated costs, enable higher margins, and speed the transition to the critical next-generation systems. In connection with the Termination Agreement, the assets acquired, liabilities assumed, and the Company’s previously held equity interest were recorded at fair value. For valuation purposes, Cytori determined the acquisition date (the date on which Cytori effectively gained full control of the equity interest previously held by Olympus) to be May 27, 2013. The remeasurement of the previously held equity interest at the acquisition date resulted in a net gain of $4,892,000 that was recorded in the accompanying Consolidated Statements of Operations. | |||||||||
As consideration for the Termination Agreement, Cytori can choose from alternative payment options as defined in the Termination Agreement. The payment options call for a minimum of $4,500,000 up to a maximum of $16,000,000 to be paid by Cytori to Olympus in installments over periods ranging from one year to six years depending on the option selected by the Company. Installment payments will be calculated quarterly based on 5% of Cytori’s gross sales receipts for all products sold. If Cytori receives an aggregate $35,000,000 in cash through strategic or financing arrangements during the first year of the Termination Agreement, Cytori would be required to pay $4,500,000 (minus installment payments previously made) upon request of Olympus as full and complete consideration under the Agreement. | |||||||||
The fair value of the Joint Venture, including the identified intangible assets acquired, consideration transferred, and Cytori’s previously held equity interest, was estimated from a market participant perspective, using valuation techniques based on the income approach for measuring fair value. Specifically, an excess earnings methodology was employed using primarily Level 3 fair value inputs. The intangible assets acquired consisted primarily of contractual license rights that had previously enabled the Joint Venture to conduct development and manufacturing activities pertaining to certain aspects of Cytori’s Celution ® technology. The useful life of the identifiable intangible assets was estimated based on the assumed future economic benefit expected to be received from the assets. Inputs used in the valuation included various market participant assumptions in order to project potential future cash flows, discounted at a rate commensurate with the risk involved. | |||||||||
Useful Life | Estimated | ||||||||
(in years) | Fair Value | ||||||||
Intangible assets: | |||||||||
Developed technology | 7 | $ | 9,394,000 | ||||||
The following table summarizes the fair value of the assets acquired and liabilities assumed at the date of acquisition (in thousands): | |||||||||
Estimated | |||||||||
Fair Value | |||||||||
Current assets | $ | 236 | |||||||
Property and equipment | 260 | ||||||||
Intangible assets | 9,394 | ||||||||
Total assets acquired | 9,890 | ||||||||
Accrued and other current liabilities | (33 | ) | |||||||
Total fair value of the Joint Venture | $ | 9,857 | |||||||
Acquisition-related transaction costs are not included as components of consideration transferred but have been accounted for as expenses in the period in which the costs are incurred. | |||||||||
Revenues and earnings from the Joint Venture were limited to royalties from sales of certain Cytori products, therefore, subsequent to the date of acquisition there was no revenue or earnings from the Joint Venture included in our consolidated results. Had the acquisition occurred on January 1, 2013, consolidated revenue would not have been affected, but our consolidated net loss would have been reduced by $48,000, the amount of our year-to-date equity loss from investment in Joint Venture. | |||||||||
The Company calculated the fair value of the purchase consideration on the acquisition date to be $4,928,000. This was determined using a weighted probability assessment of the payment options available to Cytori. Present value risk-adjusted discount rates applied to the purchase consideration ranged from 9.75% to 12.75%. The fair value calculation of the purchase consideration resulted in a discount of $1,072,000, which was being amortized to interest expense over a weighted average expected term of 1.8 years. On a quarterly basis, the Company reassesses the probabilities of the various payment options and expected term. Changes in the expected term and the remaining discount amount as a result of the reassessment will be recognized prospectively as an adjustment to interest expense. Upon final settlement of the purchase obligation, any difference between the amount paid and the carrying amount of the purchase obligation will be recorded as a gain or loss on extinguishment of the liability. | |||||||||
As of May 8, 2014, the Company’s obligation to Olympus had not been settled, and accordingly, the obligation increased by $1.5 million under an alternative payment option. This option calls for $6.0 million in total payments to be made by May 8, 2015. Since we have made payments totaling $2.7 million through December 31, 2014 our remaining payment obligation under this option is now approximately $3.3 million. | |||||||||
As a result of our quarterly reassessment, we have recorded additional interest expense of $579,000 for the year ended December 31, 2014, and have a remaining unrecognized future discount amount of approximately $289,000 as of December 31, 2014. | |||||||||
Put/Calls and Guarantees | |||||||||
Prior to the termination of the Joint Venture the Shareholders’ Agreement between Cytori and Olympus provided that in certain specified circumstances of our insolvency or if we experienced a change in control, Olympus would have the rights to (i) repurchase our interests in the Joint Venture at the fair value of such interests or (ii) sell its own interests in the Joint Venture to Cytori (the “Put”) at the higher of (a) $22,000,000 or (b) the Put’s fair value. | |||||||||
For the year ended December 31, 2013, the Put, as a previously existing contractual relationship between Olympus and Cytori, was cancelled as a result of the Joint Venture termination in May 2013 and therefore its related fair value decreased to zero as a result of the termination. At December 31, 2012, the fair value of the Put was $2,250,000. Fluctuations in the Put value were recorded in the Consolidated Statements of Operations as change in fair value of option liabilities. |
Sale_and_Exclusive_LicenseSupp
Sale and Exclusive License/Supply Agreement with Bimini Technologies LLC | 12 Months Ended | |
Dec. 31, 2014 | ||
Sale and Exclusive License/Supply Agreement with Bimini Technologies LLC [Abstract] | ||
Sale and Exclusive License/Supply Agreement with Bimini Technologies LLC | 5 | Sale and Exclusive License/Supply Agreement with Bimini Technologies LLC |
On July 30, 2013, we entered into a Sale and Exclusive License/Supply Agreement with Bimini Technologies LLC (“Bimini”), pursuant to which we sold to Bimini substantially all of the assets (other than certain retained rights and licenses) of our Puregraft® product line, a series of standalone fat transplantation products that were developed to improve the predictability of outcomes for autologous fat grafting and aesthetic body contouring. The aggregate value of the consideration paid by Bimini at the execution of the agreement was $5.0 million. | ||
In connection with the sale, Bimini granted to the Company an exclusive, perpetual, royalty bearing license to market and sell the Puregraft products for use in combination with adipose derived regenerative cells, and non-exclusive rights for use in connection with the Company’s licensed cell and tissue banks (in addition to certain Company retained ownership rights in the technology). The Company supplied Puregraft products to Bimini on an interim basis until the Company transferred the manufacturing of the Puregraft products to Bimini in December 2014. After the transfer, Bimini will supply the Puregraft products to the Company. | ||
Pursuant to the agreement, the Company has also granted to Bimini the global, exclusive, perpetual, irrevocable royalty bearing license to purchase from Cytori, use and sell the Celution® System products for alopecia (hair loss). Cytori will supply Celution devices and consumable sets to Bimini, and Bimini will be responsible for all costs associated with commercial development in the alopecia market. | ||
The agreement included certain obligations to be performed by the Company on behalf of Bimini, which included transferring the manufacturing of Puregraft products to an agreed upon third party (transfer was completed by December 31, 2014). The Company recorded a gain on the Puregraft divestiture of $4.5 million in the accompanying Consolidated Statements of Operations in 2013. Bimini is obligated to make certain additional milestone payments to the Company (in an aggregate amount of up to $10.0 million), contingent upon the achievement of certain milestones relating to Bimini’s gross profits from sales of the Puregraft products. |
Fair_Value_Measurements
Fair Value Measurements | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Fair Value Measurements [Abstract] | |||||||||||||||||
Fair Value Measurements | 6 | Fair Value Measurements | |||||||||||||||
Fair value measurements are market-based measurements, not entity-specific measurements. Therefore, fair value measurements are determined based on the assumptions that market participants would use in pricing the asset or liability. We follow a three-level hierarchy to prioritize the inputs used in the valuation techniques to derive fair values. The basis for fair value measurements for each level within the hierarchy is described below: | |||||||||||||||||
· | Level 1: Quoted prices in active markets for identical assets or liabilities. | ||||||||||||||||
· | Level 2: Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs are observable in active markets. | ||||||||||||||||
· | Level 3: Valuations derived from valuation techniques in which one or more significant inputs are unobservable in active markets. | ||||||||||||||||
The following table provides a summary of the recognized assets and liabilities that we measure at fair value on a recurring basis: | |||||||||||||||||
Balance as of | Basis of Fair Value Measurements | ||||||||||||||||
31-Dec-14 | Level 1 | Level 2 | Level 3 | ||||||||||||||
Assets: | |||||||||||||||||
Cash equivalents | $ | 8,144,000 | $ | 8,144,000 | $ | — | $ | — | |||||||||
Liabilities: | |||||||||||||||||
Warrant liability | $ | 9,793,000 | $ | — | $ | — | $ | 9,793,000 | |||||||||
Balance as of | Basis of Fair Value Measurements | ||||||||||||||||
31-Dec-13 | Level 1 | Level 2 | Level 3 | ||||||||||||||
Assets: | |||||||||||||||||
Cash equivalents | $ | 4,644,000 | $ | 4,644,000 | $ | — | $ | — | |||||||||
We use quoted market prices to determine the fair value of our cash equivalents, which consist of money market funds and therefore these are classified in Level 1 of the fair value hierarchy. | |||||||||||||||||
Warrants with exercise price reset features (down-round protection) are accounted for as liabilities, with changes in the fair value included in net loss for the respective periods. Because some of the inputs to our valuation model are either not observable or are not derived principally from or corroborated by observable market data by correlation or other means, the warrant liability is classified as Level 3 in the fair value hierarchy. | |||||||||||||||||
The following table summarizes the change in our Level 3 warrant liability value: | |||||||||||||||||
Warrant liability | 31-Dec-14 | 31-Dec-13 | |||||||||||||||
Beginning balance | $ | — | $ | 418,000 | |||||||||||||
Additions to warrant liability | 10,162,000 | — | |||||||||||||||
Change in fair value | (369,000 | ) | (418,000 | ) | |||||||||||||
Ending balance | $ | 9,793,000 | $ | — | |||||||||||||
We valued our Put liability using an option pricing theory based simulation analysis (i.e., a Monte Carlo simulation). The Put was cancelled as a result of the Joint Venture Termination Agreement executed in 2013. The following table summarizes the change in our Level 3 Put option liability value: | |||||||||||||||||
Put option liability | Year ended | ||||||||||||||||
31-Dec-13 | |||||||||||||||||
Beginning balance | $ | (2,250,000 | ) | ||||||||||||||
Decrease (increase) in fair value recognized in operating expenses | 2,250,000 | ||||||||||||||||
Ending balance | $ | — |
Fair_Value
Fair Value | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Fair Value [Abstract] | |||||||||||||||||
Fair Value | 7 | Fair Value | |||||||||||||||
Financial Instruments | |||||||||||||||||
We disclose fair value information about all financial instruments, whether or not recognized in the balance sheet, for which it is practicable to estimate fair value. The disclosures of estimated fair value of financial instruments at December 31, 2014 and 2013 were determined using available market information and appropriate valuation methods. Considerable judgment is necessary to interpret market data and develop estimated fair value. The use of different market assumptions or estimation methods may have a material effect on the estimated fair value amounts. | |||||||||||||||||
The carrying amounts for cash and cash equivalents, accounts receivable, inventories, other current assets, accounts payable, accrued expenses and other liabilities approximate fair value due to the short-term nature of these instruments. | |||||||||||||||||
We utilize quoted market prices to estimate the fair value of our fixed rate debt, when available. If quoted market prices are not available, we calculate the fair value of our fixed rate debt based on a currently available market rate assuming the loans are outstanding through maturity and considering the collateral. In determining the current market rate for fixed rate debt, a market spread is added to the quoted yields on federal government treasury securities with similar terms to the debt. | |||||||||||||||||
At December 31, 2014 and 2013, the aggregate fair value and the carrying value of the Company’s fixed rate long-term debt were as follows: | |||||||||||||||||
31-Dec-14 | 31-Dec-13 | ||||||||||||||||
Fair Value | Carrying Value | Fair Value | Carrying Value | ||||||||||||||
Fixed rate long-term debt | $ | 25,206,000 | $ | 25,373,000 | $ | 26,207,000 | $ | 26,241,000 | |||||||||
The fair value of debt is classified as Level 3 in the fair value hierarchy as some of the inputs to our valuation model are either not observable quoted prices or are not derived principally from or corroborated by observable market data by correlation or other means. | |||||||||||||||||
Carrying value is net of debt discount of $1,459,000 and $2,379,000 as of December 31, 2014 and 2013, respectively. | |||||||||||||||||
Nonfinancial Assets and Liabilities | |||||||||||||||||
We apply fair value techniques on a non-recurring basis associated with: (1) valuing potential impairment losses related to goodwill which are accounted for pursuant to the authoritative guidance for intangibles—goodwill and other; and (2) valuing potential impairment losses related to long-lived assets which are accounted for pursuant to the authoritative guidance for property, plant and equipment. | |||||||||||||||||
As part of the May 2013 acquisition of the Joint Venture, we acquired intangible assets which consisted primarily of contractual license rights that had previously enabled the Joint Venture to conduct development and manufacturing activities pertaining to certain aspects of Cytori’s Celution ® technology. The useful life of the identifiable intangible assets was estimated based on the assumed future economic benefit expected to be received from the assets. The technology was valued at $9,394,000 and is being amortized over a useful life of seven years, based on the quarterly revenue forecasted for those years. |
Thin_Film_Japan_Distribution_A
Thin Film Japan Distribution Agreement | 12 Months Ended | |
Dec. 31, 2014 | ||
Thin Film Japan Distribution Agreement [Abstract] | ||
Thin Film Japan Distribution Agreement | 8 | Thin Film Japan Distribution Agreement |
In 2004, the Company entered into a Distribution Agreement with Senko. Under this agreement, we granted to Senko an exclusive license to sell and distribute certain Thin Film products in Japan and are responsible for the completion of the initial regulatory application to the Ministry of Health, Labor and Welfare (MHLW) and commercialization of the Thin Film product line in Japan. | ||
In February 2013, we entered into a mutual termination and release agreement with Senko, whereby the Distribution Agreement and all Senko rights, licenses and privileges granted under the Distribution Agreement terminated and reverted to the Company. As a result of this Termination Agreement, we were obligated to pay Senko $1,200,000 in six quarterly installment payments of $200,000 each through May 2014. At the time of the Termination Agreement, we had a balance of $2,379,000 in deferred revenues on our balance sheet relating to the payments received from Senko in the past pursuant to the Distribution Agreement. At the time of the Termination Agreement we accrued $1,200,000 of the termination fee, and recognized the remaining $1,179,000 in development revenues which reflects the Company’s efforts towards commercialization under the agreement. As of December 31, 2014, we have no remaining termination fee obligation. |
Composition_of_Certain_Financi
Composition of Certain Financial Statement Captions | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Composition of Certain Financial Statement Captions [Abstract] | |||||||||
Composition of Certain Financial Statement Captions | 9 | Composition of Certain Financial Statement Captions | |||||||
Inventories, net | |||||||||
As of December 31, 2014 and 2013, inventories, net, were comprised of the following: | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Raw materials | $ | 1,715,000 | $ | 1,315,000 | |||||
Work in process | 1,301,000 | 232,000 | |||||||
Finished goods | 1,813,000 | 2,147,000 | |||||||
$ | 4,829,000 | $ | 3,694,000 | ||||||
Other Current Assets | |||||||||
As of December 31, 2014 and 2013, other current assets were comprised of the following: | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Prepaid insurance | $ | 200,000 | $ | 264,000 | |||||
Prepaid other | 675,000 | 850,000 | |||||||
Other receivables | 117,000 | 111,000 | |||||||
$ | 992,000 | $ | 1,225,000 | ||||||
Property and Equipment, net | |||||||||
As of December 31, 2014 and 2013, property and equipment, net, were comprised of the following: | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Manufacturing and development equipment | $ | 5,674,000 | $ | 5,059,000 | |||||
Office and computer equipment | 2,006,000 | 2,274,000 | |||||||
Leasehold improvements | 3,271,000 | 3,271,000 | |||||||
10,951,000 | 10,604,000 | ||||||||
Less accumulated depreciation and amortization | (9,368,000 | ) | (9,550,000 | ) | |||||
$ | 1,583,000 | $ | 1,054,000 | ||||||
Depreciation expense totaled $594,000, $1,581,000 and $741,000 for the years ended December 31, 2014, 2013, and 2012, respectively. | |||||||||
Other Assets | |||||||||
As of December 31, 2014 and 2013, other assets were comprised of the following: | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Deposits | $ | 540,000 | $ | 479,000 | |||||
Prepaid supplies, long-term | 1,223,000 | 2,333,000 | |||||||
$ | 1,763,000 | $ | 2,812,000 | ||||||
Accounts Payable and Accrued Expenses | |||||||||
As of December 31, 2014 and 2013, accounts payable and accrued expenses were comprised of the following: | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Accrued legal fees | $ | 544,000 | $ | 564,000 | |||||
Accrued R&D studies | 273,000 | 376,000 | |||||||
Accounts payable | 949,000 | 965,000 | |||||||
Accrued vacation | 577,000 | 918,000 | |||||||
Accrued bonus | 758,000 | 759,000 | |||||||
Accrued expenses | 2,006,000 | 2,167,000 | |||||||
Deferred rent | 191,000 | 138,000 | |||||||
Accrued accounting fees | 130,000 | 140,000 | |||||||
Accrued payroll | 118,000 | 50,000 | |||||||
$ | 5,546,000 | $ | 6,077,000 |
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Commitments and Contingencies [Abstract] | |||||
Commitments and Contingencies | 10 | Commitments and Contingencies | |||
We have contractual obligations to make payments on leases of office and manufacturing space as follows: | |||||
Years Ending December 31, | Operating Leases | ||||
2015 | $ | 2,183,000 | |||
2016 | 2,241,000 | ||||
2017 | 1,790,000 | ||||
2018 | 55,000 | ||||
2019 | 27,000 | ||||
Total | $ | 6,296,000 | |||
Rent expense, which includes common area maintenance, for the years ended December 31, 2014, 2013 and 2012 was $3,332,000, $3,458,000 and $2,980,000, respectively. | |||||
We have entered into agreements with various research organizations for clinical development studies, which have provisions for cancellation. Under the terms of these agreements, the vendors provide a variety of services including conducting research, enrolling patients, recruiting patients, monitoring studies and data analysis. Payments under these agreements typically include fees for services and reimbursement of expenses. The timing of payments due under these agreements was estimated based on current schedules of clinical studies in progress. As of December 31, 2014, we have clinical research study obligations of $1,216,000 all of which are expected to be complete within a year. Should the timing of the clinical trials change, the timing of the payment of these obligations would also change. | |||||
We are subject to various claims and contingencies related to legal proceedings. Due to their nature, such legal proceedings involve inherent uncertainties including, but not limited to, court rulings, negotiations between affected parties and governmental actions. Management assesses the probability of loss for such contingencies and accrues a liability and/or discloses the relevant circumstances, as appropriate. Management believes that any liability to us that may arise as a result of currently pending legal proceedings will not have a material adverse effect on our financial condition, liquidity, or results of operations as a whole. | |||||
Refer to Note 11 for a discussion of our commitments and contingencies related to our long-term obligations. |
Longterm_Obligations
Long-term Obligations | 12 Months Ended | |||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||
Long-term Obligations [Abstract] | ||||||||||||||||||
Long-term Obligations | 11 | Long-term Obligations | ||||||||||||||||
On June 28, 2013 we entered into a Loan and Security Agreement (Loan Agreement) with Oxford Finance LLC and Silicon Valley Bank (together, the Lenders), pursuant to which the Lenders funded an aggregate principal amount of $27.0 million (Term Loan), subject to the terms and conditions set forth in the loan agreement. The Term Loan accrues interest at a fixed rate of 9.75% per annum. Pursuant to the Loan Agreement, we are required to make interest only payments through July 1, 2014 and thereafter we are required to make payments of principal and accrued interest in equal monthly installments sufficient to amortize the Term Loan through July 1, 2017, the maturity date. At maturity of the Term Loan, or the earlier repayment in full following a voluntary prepayment or upon acceleration, the Company is required to make a final payment fee in an aggregate amount equal to $1,795,000. In connection with the Term Loan, on June 28, 2013, we issued to the Lenders warrants to purchase up to an aggregate of 596,553 shares of our common stock at an exercise price of $2.26 per share. These warrants are immediately exercisable and will expire on June 28, 2020. | ||||||||||||||||||
In connection with the funding of the Loan Agreement, we prepaid all outstanding amounts under the prior loan agreement, at which time the Company’s obligations under the prior loan agreement immediately terminated. The Company paid to the prior agent and the prior lenders approximately $18,866,000, consisting of the then outstanding principal balance due of approximately $17,325,000, accrued but unpaid interest of approximately $119,000, a final payment fee (net of fees waived or refunded by the Lenders under the new loan agreement) of approximately $1,078,000, a prepayment fee (net of fees waived or refunded by the Lenders under the new loan agreement) of approximately $312,000 and other customary lender fees and expenses. | ||||||||||||||||||
The net proceeds of the Term Loan, after payment of lender fees and expenses and prepaying all the outstanding amounts relating to the prior loan agreement, were approximately $7.8 million. | ||||||||||||||||||
For the continuing Lenders, we accounted for this amendment as a debt modification. Accordingly, related fees of $1,942,000 were recorded as debt discount from the prior loan, and along with the unamortized debt discount will be amortized as an adjustment of interest expense using the effective interest method. For one existing lender that did not participate in the Term Loan, the payoff of their loan was accounted for as debt extinguishment. Accordingly, a loss on debt extinguishment of $708,000 was recorded, which includes that lender’s portion of unamortized fees and discounts along with prepayment and final payment fees. | ||||||||||||||||||
We allocated the aggregate proceeds of the Term Loan between the warrants and the debt obligations based on their relative fair values. The fair value of the warrants issued to the Lenders was calculated utilizing the Black-Scholes option pricing model. We are amortizing the resulting additional discount of $949,000 to interest expense over the term of the loan using the effective interest method. The overall effective interest rate for the Term Loan is 13.86%. The Term Loan is collateralized by the tangible assets of the company, including a security interest in substantially all of its existing and after-acquired assets. | ||||||||||||||||||
On September 19, 2014, we entered into a Letter Agreement with the Lenders pursuant to which the Lenders waived financial covenant compliance pursuant to the Loan Agreement through October 31, 2014. The Loan Agreement requires the Company to maintain certain minimum cash balances at all times during the term of the Loan Agreement. In exchange for the above waiver, the Company agreed to re-price all 596,553 outstanding warrants issued by the Company to Oxford Finance LLC and Silicon Valley Bank pursuant to the Loan Agreement, with an exercise price per share equal to the lower of (i) the closing price per share of the Company’s common stock on September 30, 2014, or (ii) the average closing price per share of the Company’s common stock for October 1, 2 and 3, 2014. | ||||||||||||||||||
On September 29, 2014 we entered into a 2nd Amendment to the Loan Agreement with the Lenders Pursuant to the amended Loan Agreement, and we were provided a conditional waiver of principal payments subject to meeting certain capital raise requirements, which we achieved in October. The waiver of principal payments continues through April 1, 2015 and we are then required to make payments of principal and accrued interest in equal monthly installments sufficient to amortize the Term Loan through the maturity date. | ||||||||||||||||||
Additional details relating to the outstanding Term Loan as of December 31, 2014, are presented in the following table: | ||||||||||||||||||
Origination Date | Original Loan | Interest | Current | Original Term | Remaining | |||||||||||||
Amount | Rate | Monthly | Principal | |||||||||||||||
Payment* | (Face Value) | |||||||||||||||||
Jun-13 | $ | 27,000,000 | 9.75 | % | $ | 203,434 | 48 Months | $ | 25,038,125 | |||||||||
* Current monthly payment is inclusive of interest only | ||||||||||||||||||
As of December 31, 2014, the future contractual principal and final fee payments on all of our debt and lease obligations are as follows: | ||||||||||||||||||
Years Ending December 31, | ||||||||||||||||||
2015 | $ | 7,462,000 | ||||||||||||||||
2016 | 10,805,000 | |||||||||||||||||
2017 | 8,596,000 | |||||||||||||||||
Total | $ | 26,863,000 | ||||||||||||||||
Reconciliation of Face Value to Book Value as of December 31, 2014 | ||||||||||||||||||
Total debt and lease obligations, including final payment fee (Face Value) | $ | 26,863,000 | ||||||||||||||||
Less: Debt discount | (1,459,000 | ) | ||||||||||||||||
Total: | 25,404,000 | |||||||||||||||||
Less: Current portion | (7,363,000 | ) | ||||||||||||||||
Long-term obligation | $ | 18,041,000 | ||||||||||||||||
Our interest expense for the years ended December 31, 2014, 2013 and 2012 was $4,371,000, $3,396,000 and $3,386,000, respectively. Interest expense is calculated using the effective interest method, therefore it is inclusive of non-cash amortization in the amount of $1,220,000, $893,000 and $930,000, respectively, related to the amortization of the debt discount and capitalized loan fees. |
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Income Taxes [Abstract] | |||||||||||||
Income Taxes | 12 | Income Taxes | |||||||||||
Due to our net losses for the years ended December 31, 2014, 2013 and 2012, and since we have recorded a full valuation allowance against deferred tax assets, there was no provision or benefit for income taxes recorded. There were no components of current or deferred federal or state income tax provisions for the years ended December 31, 2014, 2013 and 2012. | |||||||||||||
A reconciliation of the total income tax provision tax rate to the statutory federal income tax rate of 34% for the years ended December 31, 2014, 2013 and 2012 is as follows: | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Income tax expense (benefit) at federal statutory rate | -34 | % | -34 | % | -34 | % | |||||||
Income tax expense (benefit) at state statutory rate | -3.52 | % | -3.54 | % | -2.79 | % | |||||||
Gain on previously held equity interest in joint venture | 0 | % | -7.02 | % | 0 | % | |||||||
Mark to market permanent adjustment | -0.37 | % | -2.15 | % | -0.24 | % | |||||||
Change in valuation allowance | 27.12 | % | 80.13 | % | 35.86 | % | |||||||
Change in state rate | 0.02 | % | -1.01 | % | -8.36 | % | |||||||
Permanent interest adjustments | 4.17 | % | 0 | % | 0 | % | |||||||
Debt refinance permanent adjustment | 3.92 | % | 0 | % | 0 | % | |||||||
Acquired NOL’s/Intangibles from joint venture | 0 | % | -33.4 | % | 0 | % | |||||||
Foreign rate differential | 0 | % | 2.48 | % | -0.04 | % | |||||||
Other, net | 2.66 | % | -1.49 | % | 9.57 | % | |||||||
0 | % | 0 | % | 0 | % | ||||||||
The tax effects of temporary differences that give rise to significant portions of our deferred tax assets and deferred tax liabilities as of December 31, 2014 and 2013 are as follows: | |||||||||||||
2014 | 2013 | ||||||||||||
Deferred tax assets: | |||||||||||||
Allowances and reserves | $ | 825,000 | $ | 639,000 | |||||||||
Accrued expenses | 502,000 | 718,000 | |||||||||||
Deferred revenue and gain-on-sale | 32,000 | 79,000 | |||||||||||
Stock based compensation | 7,786,000 | 6,962,000 | |||||||||||
Net operating loss carryforwards | 117,258,000 | 107,846,000 | |||||||||||
Income tax credit carryforwards | 6,993,000 | 6,710,000 | |||||||||||
Property and equipment, principally due to differences in depreciation | 926,000 | 804,000 | |||||||||||
Other,net | 77,000 | 296,000 | |||||||||||
134,399,000 | 124,054,000 | ||||||||||||
Valuation allowance | (132,583,000 | ) | (122,450,000 | ) | |||||||||
Total deferred tax assets, net of allowance | 1,816,000 | 1,604,000 | |||||||||||
Deferred tax liabilities: | |||||||||||||
Intangibles | (1,816,000 | ) | (1,604,000 | ) | |||||||||
Total deferred tax liability | (1,816,000 | ) | (1,604,000 | ) | |||||||||
Net deferred tax assets (liability) | $ | — | $ | — | |||||||||
We have established a valuation allowance against our net deferred tax assets due to the uncertainty surrounding the realization of such assets. We periodically evaluate the recoverability of the deferred tax assets. At such time as it is determined that it is more likely than not that deferred assets are realizable, the valuation allowance will be reduced. We have recorded a full valuation allowance of $132,583,000 as of December 31, 2014 as we do not believe it is more likely than not our net deferred tax assets will be realized. We increased our valuation allowance by approximately $10,133,000 during the year ended December 31, 2014. The valuation allowance includes approximately $579,000 related to stock option deductions, the benefit of which, if realized, will eventually be credited to equity and not to income. | |||||||||||||
At December 31, 2014, we had federal, and California tax loss carry forwards of approximately $314,349,000, and $187,182,000, respectively, prior to reduction for windfall tax benefits. The federal and state net operating loss carry forwards begin to expire in 2019 and 2015 respectively, if unused. At December 31, 2014, we had federal and state tax credit carry forwards of approximately $4,279,000 and $4,113,000, respectively, after reduction for uncertain tax positions. The Company has not performed a formal reseach and development credit study with respect to these credits. The federal credits will begin to expire in 2018, if unused, and the state credits carry forward indefinitely. | |||||||||||||
Pursuant to the Internal Revenue Code (“IRC”) of 1986, as amended, specifically IRC §382 and IRC §383, our ability to use net operating loss and R&D tax credit carry forwards (“tax attribute carry forwards”) to offset future taxable income is limited if we experience a cumulative change in ownership of more than 50% within a three-year testing period. We have not completed an ownership change analysis pursuant to IRC Section 382 for taxable years ended after December 31, 2007. If ownership changes within the meaning of IRC Section 382 are identified as having occurred subsequent to 2007, the amount of remaining tax attribute carry forwards available to offset future taxable income and income tax expense in future years may be significantly restricted or eliminated. Further, our deferred tax assets associated with such tax attributes could be significantly reduced upon realization of an ownership change within the meaning of IRC §382. | |||||||||||||
We recognize tax benefits associated with the exercise of stock options directly to stockholders’ equity only when realized. Accordingly, deferred tax assets are not recognized for net operating loss carry forwards resulting from windfall tax benefits. At December 31, 2014, deferred tax assets do not include $1,262,000 of excess tax benefits from stock-based compensation. | |||||||||||||
We changed our accounting method of accounting for uncertain tax positions on January 1, 2007. We had no unrecognized tax benefits as of the date of adoption. | |||||||||||||
Following is a tabular reconciliation of the unrecognized tax benefits activity during the years ended December 31, 2014, 2013 and 2012: | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Unrecognized Tax Benefits – Beginning | $ | 1,723,000 | $ | 1,394,000 | $ | 1,304,000 | |||||||
Gross increases – tax positions in prior period | — | 69,000 | — | ||||||||||
Gross decreases – tax positions in prior period | — | — | — | ||||||||||
Gross increase – current-period tax positions | 129,000 | 260,000 | 90,000 | ||||||||||
Settlements | — | — | — | ||||||||||
Lapse of statute of limitations | — | — | — | ||||||||||
Unrecognized Tax Benefits – Ending | $ | 1,852,000 | $ | 1,723,000 | $ | 1,394,000 | |||||||
The unrecognized tax benefit amounts are reflected in the determination of the Company’s deferred tax assets. If recognized, none of these amounts would affect the Company’s effective tax rate, since it would be offset by an equal reduction in the deferred tax asset valuation allowance. The Company does not foresee material changes to its liability for uncertain tax benefits within the next twelve months. | |||||||||||||
The Company did not recognize interest related to unrecognized tax benefits in interest expense and penalties in operating expenses as of December 31, 2014. | |||||||||||||
The Company’s material tax jurisdictions are United States and California. To our knowledge, the Company is currently not under examination by the Internal Revenue Service or any other taxing authority. | |||||||||||||
The Company’s tax years for 1999 and forward can be subject to examination by the United States and California tax authorities due to the carry forward of net operating losses and research development credits. |
Employee_Benefit_Plan
Employee Benefit Plan | 12 Months Ended | |
Dec. 31, 2014 | ||
Employee Benefit Plan [Abstract] | ||
Employee Benefit Plan | 13 | Employee Benefit Plan |
We implemented a 401(k) retirement savings and profit sharing plan (the “Plan”) effective January 1, 1999. We may make discretionary annual contributions to the Plan, which is allocated to the profit sharing accounts based on the number of years of employee service and compensation. At the sole discretion of the Board of Directors, we may also match the participants’ contributions to the Plan. We made no discretionary or matching contributions to the Plan in 2014, 2013 and 2012. |
Stockholders_Equity
Stockholders' Equity | 12 Months Ended | |
Dec. 31, 2014 | ||
Stockholders' Equity (Deficit) [Abstract] | ||
Stockholders' Equity (Deficit) | 14 | Stockholders’ Equity |
Preferred Stock | ||
We have authorized 5,000,000 shares of $0.001 par value preferred stock. Our Board of Directors is authorized to designate the terms and conditions of any preferred stock we issue without further action by the common stockholders. There were 13,500 and -0- shares of Series A 3.6% Convertible Preferred Stock issued and 5,311 and -0- shares outstanding as of December 31, 2014 and 2013, respectively. | ||
In October 2014, we entered into a Securities Purchase Agreement with certain institutional investors pursuant to which the Company sold a total of 13,500 units for a purchase price of $1,000 per unit, with each unit consisting of one share of the Company’s Series A 3.6% Convertible Preferred Stock, which are convertible into shares of the Company’s common stock with a conversion price of $0.52, and warrants to purchase up to a number of shares of common stock equal to 100% of the conversion shares under the shares of preferred stock, in a registered direct offering. Each warrant has an exercise price of $0.5771 per share, is exercisable six months after the date of issuance and expires five years from the date on which it is initially exercisable. The preferred stock and the warrants were immediately separable and were issued separately. As of December 31, 2014, 8,189 units had been converted into 15,747,000 shares of common stock. | ||
We recorded a dividend of $1.2 million for the year ended December 31, 2014, related to a beneficial conversion feature included in the issuance of our Series A 3.6% Convertible Preferred Stock. The fair value of the common stock into which the Series A 3.6% preferred stock was convertible on the date of issuance exceeded the proceeds allocated to the preferred stock, resulting in the beneficial conversion feature that we recognized as a dividend to the preferred shareholders and, accordingly, an adjustment to net loss to arrive at net loss allocable to common shareholders. Certain shares of Series A 3.6% Convertible Preferred Stock were not convertible until shareholder approval, which occurred in January 2015. As a result, an additional dividend for the beneficial conversion feature of $0.6 million will be recorded during the quarter ended March 31, 2015. | ||
Common Stock | ||
In December 2012, we entered into an underwriting agreement with Lazard Capital Markets, LLC (underwriter), relating to the issuance and sale of 7,020,000 shares of our common stock. The price to the public in this offering was $2.85 per share and the underwriter purchased the shares from us at a price of $2.69 per share. The transaction was completed on December 19, 2012 raising approximately $20,007,000 in gross proceeds before deducting underwriting discounts and commissions and other offering expenses payable by us. Under the terms of the underwriting agreement, we granted the underwriter an option, exercisable for 30 days, to purchase up to an additional 1,053,000 shares. | ||
In January 2013, the underwriter exercised this option and as a result we sold an additional 1,053,000 shares raising approximately $3,000,000 in gross proceeds before deducting underwriting discounts and commissions and other offering expenses payable by us. | ||
In October 2013, we entered into a Common Stock Purchase Agreement with Lorem Vascular for the purchase of 8,000,000 shares at $3.00 per share. The transaction occurred in two separate closings of 4,000,000 shares each. The first closing occurred in November 2013, and the second closing occurred in January 2014. As of December 31, 2013, we received $15,000,000 of the gross proceeds, $12,000,000 for the first closing and $3,000,000 towards the second closing. The balance of $9,000,000 in gross proceeds required to complete the second closing was received in January 2014. In connection with the Common Stock Purchase Agreement, the right to a one time appointment of one member of our Board of directors was granted to Mr. K.T. Lim, Chairman of Lorem Vascular. Mr. Lim exercised his right to appoint a member to serve on our Board of Directors in June 2014, and Mr. Lim’s appointee, Mr. Ruud Jona, subsequently resigned his appointment to the Board of Directors in July 2014. | ||
In May 2014, we and 47 holders of warrants to purchase a total of 3,156,238 shares of the Company’s common stock, issued in a private offering in May 2009, agreed to extend the expiration date of the warrants from May 14, 2014 to May 14, 2015 and increase the exercise price of the warrants from $2.62 per share to $3.50 per share pursuant to an Amendment to Warrant to Purchase Common Stock. One holder of warrants did not agree to the Amendment, and their warrants, covering 38,500 shares of Common Stock, expired unexercised on May 14, 2014 in accordance with the original terms. | ||
In May 2014, we entered into subscription agreements with certain institutional investors pursuant to which we sold a total of 4,048,584 units, with each unit consisting of one share of common stock and one warrant to purchase one share of common stock at a purchase price of $2.47 per unit, in a registered direct offering. Each warrant had an exercise price of $3.00 per share, was exercisable immediately after issuance and expires five years from the date of issuance. The transaction was completed on June 4, 2014 raising approximately $10,000,000 in gross proceeds before deducting any offering expenses or fees payable by us. Under the terms of our Placement Agent Agreement, we granted WBB Securities, LLC warrants to purchase 202,429 shares of common stock. The placement agent warrants have the same terms as the warrants issued to the purchasers in the offering, except that such warrants have an exercise price of $3.09. | ||
In September 2014, the Company and 13 holders of warrants dated June 4, 2014 to purchase a total of 4,032,389 shares of the Company’s common stock agreed to amend the warrants in order to reduce the exercise price from $3.00 per share to $1.00 per share and change the expiration date from June 4, 2019 to September 10, 2014. The Company received proceeds of approximately $4,033,000 from the exercise of the warrants. In addition, pursuant to the terms of the amendment, upon each holder’s exercise of all shares for cash prior to the amended expiration date, the Company issued additional warrants for the same number of common shares to the holders. The additional warrants have an exercise price of $2.00 per share, and are exercisable on the date that is six months and one day from the date of issuance and expire five years from the date of issuance. For those investors participating in the October 2014 issuance of Series A 3.6% Convertible Preferred Stock, we agreed to reduce the exercise price of 3,384,601 warrants from $2.00 per share to $0.5771 per share, conditioned upon shareholder approval which was obtained in January 2015. |
Stockholders_Rights_Plan
Stockholders Rights Plan | 12 Months Ended | |
Dec. 31, 2014 | ||
Stockholders Rights Plan [Abstract] | ||
Stockholders Rights Plan | 15 | Stockholders Rights Plan |
On May 28, 2003, the Board of Directors declared a dividend distribution of one preferred share purchase right (a “Right”) for each outstanding share of our common stock. The dividend is payable to the stockholders of record on June 10, 2003, and with respect to shares of common stock issued thereafter until the Distribution Date (as defined below) and, in certain circumstances, with respect to shares of common stock issued after the Distribution Date. Except as set forth below, each Right, when it becomes exercisable, entitles the registered holder to purchase from us one one-thousandth (1/1000th) of a share of our Series RP Preferred Stock, $0.001 par value per share (the “Preferred Stock”), at a price of $25.00 per one one-thousandth (1/1000th) of a share of Preferred Stock, subject to adjustment. Each share of the Preferred Stock would entitle the holder to our common stock with a value of twice that paid for the Preferred Stock. The description and terms of the Rights are set forth in a Rights Agreement (the “Rights Agreement”) between us and Computershare Trust Company, Inc., as Rights Agent, dated as of May 29, 2003, and as amended on May 12, 2005 and August 28, 2007. | ||
The Rights attach to all certificates representing shares of our common stock outstanding, and are evidenced by a legend on each share certificate, incorporating the Rights Agreement by reference. The Rights trade with and only with the associated shares of our common stock and have no impact on the way in which holders can trade our shares. Unless the Rights Agreement was to be triggered, it would have no effect on the Company’s consolidated balance sheet or income statement and should have no tax effect on the Company or its stockholders. The Rights Agreement is triggered upon the earlier to occur of (i) a person or group of affiliated or associated persons having acquired, without the prior approval of the Board, beneficial ownership of 15% or more (20% or more for certain shareholders) of the outstanding shares of our common stock or (ii) 10 days, or such later date as the Board may determine, following the commencement of or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in a person or group of affiliated or associated persons becoming an Acquiring Person (as defined in the Rights Agreement) except in certain circumstances (the “Distribution Date”). | ||
The Rights were not exercisable until the Distribution Date and expired on May 29, 2013. |
Stockbased_Compensation
Stock-based Compensation | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Stock-based Compensation [Abstract] | |||||||||||||||||
Stock-based Compensation | 16 | Stock-based Compensation | |||||||||||||||
During 1997, we adopted the 1997 Stock Option and Stock Purchase Plan (the “1997 Plan”), which provides for the direct award or sale of shares and for the grant of incentive stock options (“ISOs”) and non-statutory options to employees, directors or consultants. The 1997 Plan, as amended, provides for the issuance of up to 7,000,000 shares of our common stock. The exercise price of ISOs cannot be less than the fair market value of the underlying shares on the date of grant. ISOs can be granted only to employees. The 1997 Plan expired in October 2007. | |||||||||||||||||
During 2004, we adopted the 2004 Equity Incentive Plan (the “2004 Plan”), which provides our employees, directors and consultants the opportunity to purchase our common stock through non-qualified stock options, stock appreciation rights, restricted stock units, or restricted stock and cash awards. The 2004 Plan initially provides for issuance of 3,000,000 shares of our common stock, which number may be cumulatively increased (subject to Board discretion) on an annual basis beginning January 1, 2005, which annual increase shall not exceed 2% of our then outstanding stock. The 2004 Plan expired in August 2014. | |||||||||||||||||
In August 2014, we adopted the 2014 Equity Incentive Plan (the “2014 Plan”), which provides our employees, directors and consultants the opportunity to purchase our common stock in the form of options (incentive or non-qualified), stock appreciation rights, restricted stock purchase rights, restricted stock bonuses, restricted stock units, performance shares, performance units, cash-based awards other stock-based awards, and deferred compensation awards. The 2014 Plan initially provides for issuance of 3,975,000 shares of our common stock. As of December 31, 2014, there are 3,697,000 shares of common stock remaining and available for future issuances under the 2014 Plan, which is exclusive of securities to be issued upon an exercise of outstanding options, warrants, and rights. | |||||||||||||||||
Stock Options | |||||||||||||||||
Generally, options issued under the 2014 Plan, 2004 Plan or the 1997 Plan are subject to four-year vesting, and have a contractual term of 10 years. Most options contain one of the following two vesting provisions: | |||||||||||||||||
· | 12/48 of a granted award will vest after one year of service, while an additional 1/48 of the award will vest at the end of each month thereafter for 36 months, or | ||||||||||||||||
· | 1/48 of the award will vest at the end of each month over a four-year period. | ||||||||||||||||
A summary of activity for the year ended December 31, 2014 is as follows: | |||||||||||||||||
Options | Weighted | ||||||||||||||||
Average | |||||||||||||||||
Exercise Price | |||||||||||||||||
Balance as of January 1, 2014 | 8,322,289 | $ | 4.55 | ||||||||||||||
Granted | 3,058,190 | $ | 1.99 | ||||||||||||||
Exercised | (2,667 | ) | $ | 2.62 | |||||||||||||
Expired | (396,328 | ) | $ | 4.14 | |||||||||||||
Cancelled/forfeited | (1,866,136 | ) | $ | 3.45 | |||||||||||||
Balance as of December 31, 2014 | 9,115,348 | $ | 3.93 | ||||||||||||||
Options | Weighted | Weighted Average Remaining Contractual Term (years) | Aggregate | ||||||||||||||
Average | Intrinsic Value | ||||||||||||||||
Exercise Price | |||||||||||||||||
Balance as of December 31, 2014 | 9,115,348 | $ | 3.93 | 6.31 | $ | 584.4 | |||||||||||
Vested and expected to vest at December 31, 2014 | 9,064,341 | $ | 3.94 | 6.3 | $ | 560.47 | |||||||||||
Exercisable at December 31, 2014 | 6,230,987 | $ | 4.7 | 5.06 | $ | — | |||||||||||
The total intrinsic value of stock options exercised was $200, $3,500 and $311,000 for the years ended December 31, 2014, 2013 and 2012, respectively. | |||||||||||||||||
The fair value of each option awarded during the year ended December 31, 2014, 2013 and 2012 was estimated on the date of grant using the Black-Scholes-Merton option valuation model based on the following weighted-average assumptions: | |||||||||||||||||
Years ended December 31, | |||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||
Expected term | 6.0 years | 6.0 years | 5.2 years | ||||||||||||||
Risk-free interest rate | 1.86 | % | 1.12 | % | 0.83 | % | |||||||||||
Volatility | 77.52 | % | 75.27 | % | 75.63 | % | |||||||||||
Dividends | — | — | — | ||||||||||||||
Resulting weighted average grant date fair value | $ | 1.35 | $ | 1.72 | $ | 1.96 | |||||||||||
We calculated the expected term of our stock options based on our historical data. The expected term is calculated for and applied to all employee awards as a single group as we do not expect (nor does historical data suggest) substantially different exercise or post-vesting termination behavior amongst our employee population. | |||||||||||||||||
We estimate volatility based on the historical volatility of our daily stock price over the period preceding grant date commensurate with the expected term of the option. | |||||||||||||||||
The weighted average risk-free interest rate represents the interest rate for treasury constant maturity instruments published by the Federal Reserve Board. If the term of available treasury constant maturity instruments is not equal to the expected term of an employee option, we use the weighted average of the two Federal Reserve securities closest to the expected term of the employee option. | |||||||||||||||||
The dividend yield has been assumed to be zero as we (a) have never declared or paid any dividends and (b) do not currently anticipate paying any cash dividends on our outstanding shares of common stock in the foreseeable future. | |||||||||||||||||
Restricted Stock Awards | |||||||||||||||||
Generally, restricted stock awards issued under the 2014 Plan and 2004 Plan are subject to a vesting period that coincides with the fulfillment of service requirements for each award and have a contractual term of 10 years. These awards are amortized to compensation expense over the estimated vesting period based upon the fair value of our common stock on the award date. | |||||||||||||||||
A summary of activity for the year ended December 31, 2014 is as follows: | |||||||||||||||||
Restricted | Weighted | ||||||||||||||||
Stock Awards | Average Grant | ||||||||||||||||
Date Fair Value | |||||||||||||||||
Balance as of January 1, 2014 | 106,341 | $ | 3.62 | ||||||||||||||
Granted | 115,808 | $ | 2.5 | ||||||||||||||
Exercised/Released | (12,200 | ) | $ | 2.8 | |||||||||||||
Cancelled/forfeited | (16,826 | ) | $ | 2.51 | |||||||||||||
Balance as of December 31, 2014 | 193,123 | $ | 3.1 | ||||||||||||||
Restricted | Weighted | Weighted | |||||||||||||||
Stock Awards | Average Grant | Average | |||||||||||||||
Date Fair Value | Remaining | ||||||||||||||||
Contractual | |||||||||||||||||
Term (years) | |||||||||||||||||
Balance as of December 31, 2014 | 193,123 | $ | 3.1 | 8.32 | |||||||||||||
Vested and expected to vest at December 31, 2014 | 193,123 | $ | 3.1 | 7.21 | |||||||||||||
Exercisable at December 31, 2014 | 83,641 | $ | 3.91 | 8.32 | |||||||||||||
The following summarizes the total compensation cost recognized for the stock options and restricted stock awards in the accompanying financial statements: | |||||||||||||||||
Years ended December 31, | |||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||
Total compensation cost for share-based payment arrangements recognized in the statement of operations (net of tax of $0) | $ | 3,101,000 | $ | 3,608,000 | $ | 3,904,000 | |||||||||||
As of December 31, 2014, the total compensation cost related to non-vested stock options and stock awards not yet recognized for all our plans is approximately $3,944,000, which is expected to be recognized as a result of vesting under service conditions over a weighted average period of 1.77 years. | |||||||||||||||||
Cash received from stock option and warrant exercises and employee stock purchase for the years ended December 31, 2014, 2013 and 2012 was approximately $4,151,000, $225,000 and $1,413,000, respectively. No income tax benefits have been recorded related to the stock option exercises as the benefits have not been realized in our income tax returns. | |||||||||||||||||
To settle stock options and restricted stock awards, we will issue new shares of our common stock. At December 31, 2014, we have an aggregate of 775,977 shares authorized and available to satisfy option exercises under our plans. |
Related_Party_Transactions
Related Party Transactions | 12 Months Ended | |
Dec. 31, 2014 | ||
Related Party Transactions [Abstract] | ||
Related Party Transactions | 17 | Related Party Transactions |
As of December 31, 2014 and 2013, Lorem Vascular was a beneficial owner of more than five percent of our outstanding shares of common stock. During the year ended December 31, 2013, Lorem Vascular purchased Celution® Systems and consumable sets from us for a total of $1,845,000 pursuant to the License/Supply Agreement. |
Quarterly_Information_unaudite
Quarterly Information (unaudited) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Quarterly Information (unaudited) [Abstract] | |||||||||||||||||
Quarterly Information (unaudited) | 18 | Quarterly Information (unaudited) | |||||||||||||||
The following unaudited quarterly financial information includes, in management’s opinion, all the normal and recurring adjustments necessary to fairly state the results of operations and related information for the periods presented: | |||||||||||||||||
For the three months ended | |||||||||||||||||
March 31, | June 30, | September 30, | December 31, | ||||||||||||||
2014 | 2014 | 2014 | 2014 | ||||||||||||||
Product revenues | $ | 1,031,000 | $ | 935,000 | $ | 518,000 | $ | 2,469,000 | |||||||||
Gross profit | 610,000 | 169,000 | 181,000 | 1,053,000 | |||||||||||||
Development revenues | 403,000 | 356,000 | 585,000 | 1,301,000 | |||||||||||||
Operating expenses | (10,560,000 | ) | (11,210,000 | ) | (8,656,000 | ) | (6,669,000 | ) | |||||||||
Other income (expense) | (853,000 | ) | (1,143,000 | ) | (1,495,000 | ) | (1,440,000 | ) | |||||||||
Net loss | $ | (10,400,000 | ) | $ | (11,828,000 | ) | $ | (9,385,000 | ) | $ | (5,755,000 | ) | |||||
Beneficial conversion feature for convertible preferred stock | — | — | — | (1,169,000 | ) | ||||||||||||
Net loss allocable to common stock holders… | (10,400,000 | ) | (11,828,000 | ) | (9,385,000 | ) | (6,924,000 | ) | |||||||||
Basic and diluted net loss per share | $ | (0.14 | ) | $ | (0.15 | ) | $ | (0.12 | ) | $ | (0.08 | ) | |||||
For the three months ended | |||||||||||||||||
March 31, | June 30, | September 30, | December 31, | ||||||||||||||
2013 | 2013 | 2013 | 2013 | ||||||||||||||
Product revenues | $ | 1,392,000 | $ | 1,408,000 | $ | 1,616,000 | $ | 2,706,000 | |||||||||
Gross profit | 636,000 | 800,000 | 685,000 | 1,580,000 | |||||||||||||
Development revenues | 2,366,000 | 859,000 | 1,095,000 | 754,000 | |||||||||||||
Operating expenses | (9,739,000 | ) | (8,022,000 | ) | (10,241,000 | ) | (11,452,000 | ) | |||||||||
Other income (expense) | (930,000 | ) | 3,152,000 | 3,203,000 | (923,000 | ) | |||||||||||
Net loss | $ | (7,667,000 | ) | $ | (3,211,000 | ) | $ | (5,258,000 | ) | $ | (10,041,000 | ) | |||||
Basic and diluted net loss per share | $ | (0.11 | ) | $ | (0.05 | ) | $ | (0.08 | ) | $ | (0.14 | ) |
SCHEDULE_II_VALUATION_AND_QUAL
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||
SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS [Abstract] | |||||||||||||||||||||
SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS | SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS | ||||||||||||||||||||
For the years ended December 31, 2014, 2013 and 2012 | |||||||||||||||||||||
(in thousands of dollars) | |||||||||||||||||||||
Balance at | Additions (A) | Deductions (B) | Other (C) | Balance at | |||||||||||||||||
beginning of | end of year | ||||||||||||||||||||
year | |||||||||||||||||||||
Allowance for doubtful accounts | |||||||||||||||||||||
Year ended December 31, 2014 | $ | 1,445 | $ | 1,084 | $ | (995 | ) | $ | (11 | ) | $ | 1,523 | |||||||||
Year ended December 31, 2013 | $ | 278 | $ | 1,141 | $ | (16 | ) | $ | 42 | $ | 1,445 | ||||||||||
Year ended December 31, 2012 | $ | 474 | $ | 144 | $ | (313 | ) | $ | (27 | ) | $ | 278 | |||||||||
(A) | Includes charges to costs and expenses. | ||||||||||||||||||||
(B) | Includes deductions for uncollectible accounts receivable. | ||||||||||||||||||||
(C) | Miscellaneous activity. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||
Summary of Significant Accounting Policies [Abstract] | |||||||||||||||||||||||||
Use of Estimates | Use of Estimates | ||||||||||||||||||||||||
The preparation of Consolidated Financial Statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions affecting 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 revenue and expenses during the reporting period. Our most significant estimates and critical accounting policies involve recognizing revenue, valuing the acquisition of the Olympus Joint Venture, valuing warrants, determining the assumptions used in measuring share-based compensation expense and valuing allowances for doubtful accounts, and inventories. | |||||||||||||||||||||||||
Actual results could differ from these estimates. Management’s estimates and assumptions are reviewed regularly, and the effects of revisions are reflected in the Consolidated Financial Statements in the periods they are determined to be necessary. | |||||||||||||||||||||||||
Cash and Cash Equivalents | Cash and Cash Equivalents | ||||||||||||||||||||||||
We consider all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents. Investments with original maturities of three months or less that were included with and classified as cash and cash equivalents totaled $8,144,000 and $4,644,000 as of December 31, 2014 and 2013, respectively. We maintain our cash at insured financial institutions. The combined account balances at each institution periodically exceed FDIC insurance coverage, and as a result, there is a concentration of credit risk related to amounts in excess of FDIC limits. | |||||||||||||||||||||||||
Restricted Cash and Cash Equivalents | Restricted Cash and Cash Equivalents | ||||||||||||||||||||||||
Restricted cash consists of cash and cash equivalents held in a letter of credit account pursuant to a lease agreement entered into on April 2, 2010 (amended November 4, 2011) for leasing of property at 3020 and 3030 Callan Road, San Diego, California. The lease agreement required us to execute a letter of credit for $350,000 naming the landlord as a beneficiary. The letter of credit was issued in July 2010 and automatically renews every 6 months unless we make changes during the grace period which is the week after the maturity date. The next maturity date is June 29, 2015. It is required by the landlord that we maintain $350,000 as restricted cash for the duration of the lease, which expires October 31, 2017. | |||||||||||||||||||||||||
Accounts Receivable | Accounts Receivable | ||||||||||||||||||||||||
Accounts receivable are recorded at the invoiced amount and do not bear interest. Amounts collected on accounts receivable are included in net cash provided by operating activities in the consolidated statements of cash flows. The Company maintains an allowance for doubtful accounts for estimated losses inherent in its accounts receivable portfolio. In establishing the required allowance, management considers historical losses adjusted to take into account current market conditions and our customers’ financial condition, the amount of receivables in dispute, and the current receivables aging and current payment patterns. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote | |||||||||||||||||||||||||
Inventories | Inventories | ||||||||||||||||||||||||
Inventories include the cost of material, labor, and overhead, and are stated at the lower of cost, determined on the first-in, first-out (FIFO) method, or market. We periodically evaluate our on-hand stock and make appropriate provisions for any stock deemed excess or obsolete. Manufacturing costs resulting from lower than “normal” production levels are expensed as incurred. | |||||||||||||||||||||||||
Property and Equipment | Property and Equipment | ||||||||||||||||||||||||
Property and equipment are stated at cost, net of accumulated depreciation. Depreciation expense, which includes the amortization of capitalized leasehold improvements, is provided for on a straight-line basis over the estimated useful lives of the assets, or the life of the lease, whichever is shorter, and range from three to five years. When assets are sold or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts and the resulting gain or loss, if any, is included in operations. Maintenance and repairs are charged to operations as incurred. | |||||||||||||||||||||||||
Impairment | Impairment | ||||||||||||||||||||||||
We assess certain of our long-lived assets, such as property and equipment and intangible assets other than goodwill, for potential impairment when there is a change in circumstances that indicates carrying values of assets may not be recoverable. Such long-lived assets are deemed to be impaired when the undiscounted cash flows expected to be generated by the asset (or asset group) are less than the asset’s carrying amount. Any required impairment loss would be measured as the amount by which the asset’s carrying value exceeds its fair value, and would be recorded as a reduction in the carrying value of the related asset and a charge to operating expense. We recognized no impairment losses during any of the periods presented in these financial statements. | |||||||||||||||||||||||||
Goodwill and Intangibles | Goodwill and Intangibles | ||||||||||||||||||||||||
Goodwill is reviewed for impairment annually or more frequently when events or changes in circumstances indicate that fair value of the reporting unit has been reduced to less than its carrying value. We perform our impairment test annually during the fourth quarter. First the Company assesses qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test. If, after assessing qualitative factors, the Company determines it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then performing the two-step impairment test is unnecessary. If deemed necessary, a two-step test is used to identify the potential impairment and to measure the amount of goodwill impairment, if any. The first step is to compare the fair value of the reporting unit with its carrying amount, including goodwill. If the fair value of the reporting unit exceeds its carrying amount, goodwill is considered not impaired; otherwise, there is an indication that goodwill may be impaired and the amount of the loss, if any, is measured by performing step two. Under step two, the impairment loss, if any, is measured by comparing the implied fair value of the reporting unit goodwill with the carrying amount of goodwill. We completed this assessment as of November 30, 2014, and concluded that no impairment existed. | |||||||||||||||||||||||||
Separable intangible assets that have finite useful lives continue to be amortized over their respective useful lives. | |||||||||||||||||||||||||
As part of the May 2013 acquisition of the Joint Venture (see Note 4), we acquired intangible assets which consisted primarily of contractual license rights that had previously enabled the Joint Venture to conduct development and manufacturing activities pertaining to certain aspects of Cytori’s Celution ® technology. The useful life of the identifiable intangible assets was estimated based on the assumed future economic benefit expected to be received from the assets. The technology was valued at $9,394,000 and is being amortized over a useful life of seven years, based on the quarterly revenue forecasted for those years. We have amortized $166,000 and $49,000 as of December 31, 2014 and 2013, respectively. The estimated aggregate amortization expense will be $896,000 for 2015, $1,267,000 for 2016, $1,774,000 for 2017, $2,306,000 for 2018 and $2,883,000 thereafter. | |||||||||||||||||||||||||
The changes in the carrying amounts of other indefinite and finite-life intangible assets and goodwill for the years ended December 31, 2014 and 2013 are as follows: | |||||||||||||||||||||||||
31-Dec-14 | |||||||||||||||||||||||||
Other intangibles, net: | |||||||||||||||||||||||||
Beginning balance | $ | 9,345,000 | |||||||||||||||||||||||
Increase | 255,000 | ||||||||||||||||||||||||
Amortization | (185,000 | ) | |||||||||||||||||||||||
Ending balance | 9,415,000 | ||||||||||||||||||||||||
Goodwill, net: | |||||||||||||||||||||||||
Beginning balance | 3,922,000 | ||||||||||||||||||||||||
Increase (decrease) | — | ||||||||||||||||||||||||
Ending balance | 3,922,000 | ||||||||||||||||||||||||
Total goodwill and other intangibles, net | $ | 13,337,000 | |||||||||||||||||||||||
31-Dec-13 | |||||||||||||||||||||||||
Other intangibles, net: | |||||||||||||||||||||||||
Beginning balance | $ | — | |||||||||||||||||||||||
Acquisition of JV Intangible | 9,394,000 | ||||||||||||||||||||||||
Amortization | (49,000 | ) | |||||||||||||||||||||||
Ending balance | 9,345,000 | ||||||||||||||||||||||||
Goodwill, net: | |||||||||||||||||||||||||
Beginning balance | 3,922,000 | ||||||||||||||||||||||||
Increase (decrease) | — | ||||||||||||||||||||||||
Ending balance | 3,922,000 | ||||||||||||||||||||||||
Total goodwill and other intangibles, net | $ | 13,267,000 | |||||||||||||||||||||||
Warrant Liability | Warrant Liability | ||||||||||||||||||||||||
Warrants with exercise price reset features (down-round protection) are accounted for as liabilities, with changes in the fair value included in net loss for the respective periods. In connection with the Securities Purchase Agreement, in October 2014, the Company issued common stock purchase warrants to certain institutional investors. Each warrant has an exercise price of $0.5771 per share, is exercisable six months after the date of issuance and expires five years from the date on which it is initially exercisable. The initial fair value of the liability associated with these warrants was $10.0 million, and the fair value decreased to $9.8 million as of December 31, 2014. All future changes in the fair value of the warrants will be recognized in our consolidated statements of operations until they are either exercised or expire in 2020. The warrants are not traded in an active securities market, and as such the estimated the fair value at December 31 was determined by using an option pricing model (Monte Carlo) with the following assumptions: | |||||||||||||||||||||||||
As of | |||||||||||||||||||||||||
31-Dec-14 | |||||||||||||||||||||||||
Expected term | 5.3 years | ||||||||||||||||||||||||
Common stock market price | $ | 0.49 | |||||||||||||||||||||||
Risk-free interest rate | 1.65 | % | |||||||||||||||||||||||
Expected volatility | 90 | % | |||||||||||||||||||||||
Resulting fair value (per warrant) | $ | 0.38 | |||||||||||||||||||||||
Expected volatility is based on both historical and implied volatility. Historical volatility was computed using daily pricing observations for recent periods that correspond to the expected term of the warrants while implied volatility was computed using publicly traded options of Cytori as well as Cytori’s peer companies. We believe this method produces an estimate that is representative of our expectations of future volatility over the expected term of these warrants. We currently have no reason to believe future volatility over the expected remaining life of these warrants is likely to differ materially from historical volatility. The expected life is based on the remaining contractual term of the warrants. The risk-free interest rate is the U.S. Treasury bond rate as of the valuation date. The fair value of these warrants also incorporates our assumptions about future equity issuances and their impact to the down-round protection feature. | |||||||||||||||||||||||||
Fluctuations in the fair value of the warrants are impacted by unobservable inputs, most significantly the assumption with regards to future equity issuances and its impact to the down-round protection feature. Significant increases (decreases) in this input in isolation would result in a significantly higher (lower) fair value measurement. | |||||||||||||||||||||||||
Revenue Recognition | Revenue Recognition | ||||||||||||||||||||||||
Product Sales | |||||||||||||||||||||||||
We recognize revenue from product sales when the following fundamental criteria are met: (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred, (iii) the price to the customer is fixed or determinable and (iv) collection of the resulting accounts receivable is reasonably assured. For customers that have not developed a sufficient payment history with us or for whom a letter of credit is not in place at the time of the transaction, we defer revenues until collectability is reasonably assured. | |||||||||||||||||||||||||
For all sales, we use a binding purchase order or a signed agreement as evidence of an arrangement. If the other revenue recognition criteria are met, revenue for these product sales is recognized upon delivery to the customer, as all risks and rewards of ownership have been substantively transferred to the customer at that point. For sales to customers who arrange for and manage the shipping process, we recognize revenue upon shipment from our facilities. Shipping and handling costs that are billed to our customers are classified as revenue. The customer’s obligation to pay and the payment terms are set at the time of delivery and are not dependent on the subsequent use or resale of our products. For sales where all revenue recognition criteria are not met, revenue is deferred and related inventory remains on our books. | |||||||||||||||||||||||||
For sales that include multiple deliverables, such as sales of our StemSource® Cell Bank (cell bank), we account for products or services (deliverables) separately rather than as a combined unit. Stem cell banks typically consist of a complex array of equipment, proprietary knowledge, license rights, and services, including one or more StemSource® devices, a cryogenic freezer, measuring and monitoring equipment, and a database patient tracking system. In addition, we typically provide consulting, installation, and training services. Web hosting, technical support and maintenance services are generally provided for a period of up to one year subsequent to the date of sale. FASB authoritative guidance requires an evaluation of these deliverables to determine the appropriate “units of accounting” for purposes of revenue recognition. Each cell bank is customized to provide the best solution for the customer. Depending on customers’ needs, all or combination of the following units of accounting will apply to cell bank transactions: | |||||||||||||||||||||||||
· | initial consulting services; | ||||||||||||||||||||||||
· | license rights and standard operating procedures; | ||||||||||||||||||||||||
· | equipment and supplies; | ||||||||||||||||||||||||
· | installation services; | ||||||||||||||||||||||||
· | training services; | ||||||||||||||||||||||||
· | database hosting services; | ||||||||||||||||||||||||
· | technical support services; and | ||||||||||||||||||||||||
· | maintenance services. | ||||||||||||||||||||||||
FASB authoritative guidance establishes a selling price hierarchy for determining the selling price of a deliverable, which is based on: (a) vendor-specific objective evidence (“VSOE”); (b) third-party evidence (“TPE”); or (c) management estimates. This guidance requires arrangement consideration to be allocated at the inception of the arrangement to all deliverables using the relative selling price method. For our cell bank sales, we establish relative selling prices for all deliverables based on vendor-specific quotes for comparable services when available. In the absence of VSOE, we use competitors’ products or services considered largely interchangeable with our own or management’s best estimate. Revenue allocated to each unit of accounting is calculated and recognized based on the relative selling price of each deliverable. Future services such as web hosting and ongoing maintenance are deferred and recognized into income as the services are provided, generally over one year following the installation of the equipment. | |||||||||||||||||||||||||
Concentration of Significant Customers & Geographical Sales | |||||||||||||||||||||||||
For the year ended December 31, 2014, our sales were concentrated with respect to three distributors and one direct customer, which comprised 52% of our product revenue recognized. Three distributors accounted for 92% of total outstanding accounts receivable (excluding BARDA) as of December 31, 2014. | |||||||||||||||||||||||||
For the year ended December 31, 2013, our sales were concentrated with respect to one distributor, which comprised 26% of our product revenue recognized. Two distributors and one direct customer accounted for 55% of total outstanding accounts receivable as of December 31, 2013. | |||||||||||||||||||||||||
For the year ended December 31, 2012, our sales were concentrated with respect to one direct customer, which comprised 12% of our product revenue recognized. Two direct customers and one distributor accounted for 39% of total outstanding accounts receivable as of December 31, 2012. | |||||||||||||||||||||||||
Product revenues, classified by geographic location, are as follows: | |||||||||||||||||||||||||
Years ended | |||||||||||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||||||||||
Product Revenues | % of Total | Product Revenues | % of Total | Product Revenues | % of Total | ||||||||||||||||||||
North America | $ | 894,000 | 18 | % | $ | 1,079,000 | 15 | % | $ | 1,143,000 | 13 | % | |||||||||||||
Japan | 3,068,000 | 62 | % | 2,109,000 | 30 | % | 4,352,000 | 50 | % | ||||||||||||||||
Europe | 506,000 | 10 | % | 1,240,000 | 17 | % | 2,004,000 | 23 | % | ||||||||||||||||
Other countries | 485,000 | 10 | % | 2,694,000 | 38 | % | 1,210,000 | 14 | % | ||||||||||||||||
Total product revenues | $ | 4,953,000 | 100 | % | $ | 7,122,000 | 100 | % | $ | 8,709,000 | 100 | % | |||||||||||||
Research and Development | |||||||||||||||||||||||||
We earn revenue for performing tasks under research and development agreements with both commercial enterprises, such as Olympus and Senko, and governmental agencies like the U.S. Department of Health and Human Service’s Biomedical Advanced Research and Development Authority (BARDA). Revenue earned under development agreements with commercial enterprises is classified as development revenues. Revenues derived from reimbursement of direct out-of-pocket expenses for research costs associated with government contracts are recorded as government contract and other within development revenues. Government contract revenue is recorded at the gross amount of the reimbursement. The costs associated with these reimbursements are reflected as a component of research and development expense in our consolidated statements of operations. | |||||||||||||||||||||||||
In the third quarter of 2012, we were awarded a contract to develop a new countermeasure for thermal burns valued at up to $106 million with BARDA. The initial base period included $4.7 million tranche over two years and covered preclinical research and continued development of Cytori’s Celution® system to improve cell processing. The additional contract options, if fully executed, cover clinical development through FDA approval under a device-based PMA regulatory pathway. In August 2014, BARDA exercised Option 1 of the contract for Cytori to perform research, regulatory, clinical and other tasks required for initiation of a pilot clinical trial of the Celution System in thermal burn injury for a total cost-plus fixed fee of up to $12.1 million. In December 2014, we executed an amendment to the August 2014 contract option to fund continued investigation and development of Cytori Cell Therapy (DCCT-10) for use in thermal burn injuries, which increased the option extension to $14.1 million. Upon IDE approval by the FDA, we anticipate BARDA will increase funding to cover costs associated with execution of the clinical trial, currently estimated at approximately $8.3 million, and bringing the combined value of the first option to up to $22.4 million. This is a cost reimbursement contract, and related government contract revenue was recorded at the gross amount of reimbursement starting in the fourth quarter of 2012. | |||||||||||||||||||||||||
We received funds from Olympus and Olympus-Cytori, Inc. during 2005 and 2006. We recorded upfront fees totaling $28,311,000 as deferred revenues, related party. In exchange for these proceeds, we agreed to (a) provide Olympus-Cytori, Inc. an exclusive and perpetual license to our Celution® System device technology and certain related intellectual property, and (b) provide future development contributions related to commercializing the Celution® System platform. The license and development services were not separable and as a result the recognition of this deferred amount as revenue required achievement of service related milestones, under a proportional performance methodology. Revenue was recognized as the above mentioned R&D milestones were completed. Of the amounts received and deferred, we recognized the last remaining development revenue of $638,000 during the three months ended March 31, 2013 as a result of the United States Court of Appeals upholding the FDA’s previous determination that our cell processing devices were not substantially equivalent to the cited predicate devices. The recognition of revenue associated with this event reflects the completion of our efforts expended to use commercially reasonable efforts to obtain device regulatory approvals in the United States as it pertains to the 510(k) pathway. During the year ended December 31, 2012, we recognized $2,882,000 of revenue associated with our arrangement with Olympus as a result of two milestones for the APOLLO and PRECISE clinical trials. As of December 31, 2014 and 2013, there are no deferred amounts under this contract. | |||||||||||||||||||||||||
Refer to Note 8 for discussion about our arrangement with Senko. | |||||||||||||||||||||||||
Research and Development | Research and Development | ||||||||||||||||||||||||
Research and development expenditures, which are charged to operations in the period incurred, include costs associated with the design, development, testing and enhancement of our products, regulatory fees, the purchase of laboratory supplies, and pre-clinical and clinical studies as well as salaries and benefits for our research and development employees. | |||||||||||||||||||||||||
Also included in research and development expenditures are costs incurred to support the government reimbursement contract. | |||||||||||||||||||||||||
$2,461,000, $3,053,000, and $331,000 qualified expenses were incurred for the years ended December 31, 2014, 2013 and 2012, related to our government contract with BARDA. | |||||||||||||||||||||||||
Deferred Financing Costs and Other Debt-Related Costs | Deferred Financing Costs and Other Debt-Related Costs | ||||||||||||||||||||||||
Deferred financing costs are capitalized and amortized to interest expense over the term of the associated debt instrument using the effective interest method. If the maturity of the debt is accelerated because of default or early debt repayment, then the amortization would be accelerated. | |||||||||||||||||||||||||
Income Taxes | Income Taxes | ||||||||||||||||||||||||
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income (loss) in the years in which those temporary differences are expected to be recovered or settled. Due to our history of losses, a full valuation allowance has been recognized against our deferred tax assets. | |||||||||||||||||||||||||
Stock Based Compensation | Stock Based Compensation | ||||||||||||||||||||||||
We recognize the fair value of all share-based payment awards in our statements of operations over the requisite vesting period of each award. We estimate the fair value of these options using the Black-Scholes option pricing model using assumptions for expected volatility, expected term, and risk-free interest rate. Expected volatility is based primarily on historical volatility and is computed using daily pricing observations for recent periods that correspond to the expected term of the options. The expected life is based on the expected term of the options. The risk-free interest rate is the interest rate for treasury instruments with maturities that approximate the expected term. | |||||||||||||||||||||||||
Segment Information | Segment Information | ||||||||||||||||||||||||
For the years ended December 31, 2014, 2013 and 2012, all of our financial results relate to cell therapy, therefore we report our results as a single segment. | |||||||||||||||||||||||||
Loss Per Share | Loss Per Share | ||||||||||||||||||||||||
Basic per share data is computed by dividing net income or loss allocable to common stockholders by the weighted average number of common shares outstanding during the period. Diluted per share data is computed by dividing net income or loss allocable to common stockholders by the weighted average number of common shares outstanding during the period increased to include, if dilutive, the number of additional common shares that would have been outstanding as calculated using the treasury stock method. Potential common shares were related entirely to outstanding but unexercised options, warrants, employee stock purchase plans, and restricted stock awards for all periods presented. | |||||||||||||||||||||||||
We have excluded all potentially dilutive securities, including unvested performance-based restricted stock, from the calculation of diluted loss per share allocable to common stockholders for the years ended December 31, 2014, 2013 and 2012, as their inclusion would be antidilutive. Potentially dilutive common shares excluded from the calculations of diluted loss per share were 43.7 million, 17.2 million and 17.4 million for the years ended December 31, 2014, 2013 and 2012, respectively. | |||||||||||||||||||||||||
Recent Accounting Pronouncements | Recent Accounting Pronouncements | ||||||||||||||||||||||||
The following new accounting standards have been issued, but not adopted by the Company as of December 31, 2014: | |||||||||||||||||||||||||
In May 2014, the Financial Accounting Standards Board (FASB) and International Accounting Standards Board (IASB) jointly issued Accounting Standards Update (ASU) 2014-09, Revenue from Contracts with Customers. ASU 2014-09 requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. The effective date of ASU 2014-09 is for annual reporting periods beginning after December 15, 2016. The Company is currently evaluating the impact of adopting ASU 2014-09. | |||||||||||||||||||||||||
In August 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2014-15, Presentation of Financial Statements—Going Concern (Subtopic 205-40). ASU 2014-15 requires management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). The effective date of ASU 2014-15 is for annual reporting periods beginning after December 15, 2016. The Company is currently evaluating the impact of adopting ASU 2014-15. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||
Summary of Significant Accounting Policies [Abstract] | |||||||||||||||||||||||||
Intangible Assets and Goodwill | The changes in the carrying amounts of other indefinite and finite-life intangible assets and goodwill for the years ended December 31, 2014 and 2013 are as follows: | ||||||||||||||||||||||||
31-Dec-14 | |||||||||||||||||||||||||
Other intangibles, net: | |||||||||||||||||||||||||
Beginning balance | $ | 9,345,000 | |||||||||||||||||||||||
Increase | 255,000 | ||||||||||||||||||||||||
Amortization | (185,000 | ) | |||||||||||||||||||||||
Ending balance | 9,415,000 | ||||||||||||||||||||||||
Goodwill, net: | |||||||||||||||||||||||||
Beginning balance | 3,922,000 | ||||||||||||||||||||||||
Increase (decrease) | — | ||||||||||||||||||||||||
Ending balance | 3,922,000 | ||||||||||||||||||||||||
Total goodwill and other intangibles, net | $ | 13,337,000 | |||||||||||||||||||||||
31-Dec-13 | |||||||||||||||||||||||||
Other intangibles, net: | |||||||||||||||||||||||||
Beginning balance | $ | — | |||||||||||||||||||||||
Acquisition of JV Intangible | 9,394,000 | ||||||||||||||||||||||||
Amortization | (49,000 | ) | |||||||||||||||||||||||
Ending balance | 9,345,000 | ||||||||||||||||||||||||
Goodwill, net: | |||||||||||||||||||||||||
Beginning balance | 3,922,000 | ||||||||||||||||||||||||
Increase (decrease) | — | ||||||||||||||||||||||||
Ending balance | 3,922,000 | ||||||||||||||||||||||||
Total goodwill and other intangibles, net | $ | 13,267,000 | |||||||||||||||||||||||
Summary of assumptions used in calculating fair value | The warrants are not traded in an active securities market, and as such the estimated the fair value at December 31 was determined by using an option pricing model (Monte Carlo) with the following assumptions: | ||||||||||||||||||||||||
As of | |||||||||||||||||||||||||
31-Dec-14 | |||||||||||||||||||||||||
Expected term | 5.3 years | ||||||||||||||||||||||||
Common stock market price | $ | 0.49 | |||||||||||||||||||||||
Risk-free interest rate | 1.65 | % | |||||||||||||||||||||||
Expected volatility | 90 | % | |||||||||||||||||||||||
Resulting fair value (per warrant) | $ | 0.38 | |||||||||||||||||||||||
Product revenues, classified by geographic location | Product revenues, classified by geographic location, are as follows: | ||||||||||||||||||||||||
Years ended | |||||||||||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||||||||||
Product Revenues | % of Total | Product Revenues | % of Total | Product Revenues | % of Total | ||||||||||||||||||||
North America | $ | 894,000 | 18 | % | $ | 1,079,000 | 15 | % | $ | 1,143,000 | 13 | % | |||||||||||||
Japan | 3,068,000 | 62 | % | 2,109,000 | 30 | % | 4,352,000 | 50 | % | ||||||||||||||||
Europe | 506,000 | 10 | % | 1,240,000 | 17 | % | 2,004,000 | 23 | % | ||||||||||||||||
Other countries | 485,000 | 10 | % | 2,694,000 | 38 | % | 1,210,000 | 14 | % | ||||||||||||||||
Total product revenues | $ | 4,953,000 | 100 | % | $ | 7,122,000 | 100 | % | $ | 8,709,000 | 100 | % |
Transactions_with_Olympus_Corp1
Transactions with Olympus Corporation (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Transactions with Olympus Corporation [Abstract] | |||||||||
Schedule of Acquired Intangible Assets | Inputs used in the valuation included various market participant assumptions in order to project potential future cash flows, discounted at a rate commensurate with the risk involved. | ||||||||
Useful Life | Estimated | ||||||||
(in years) | Fair Value | ||||||||
Intangible assets: | |||||||||
Developed technology | 7 | $ | 9,394,000 | ||||||
Schedule of Assets Acquired and Liabilities Assumed | The following table summarizes the fair value of the assets acquired and liabilities assumed at the date of acquisition (in thousands): | ||||||||
Estimated | |||||||||
Fair Value | |||||||||
Current assets | $ | 236 | |||||||
Property and equipment | 260 | ||||||||
Intangible assets | 9,394 | ||||||||
Total assets acquired | 9,890 | ||||||||
Accrued and other current liabilities | (33 | ) | |||||||
Total fair value of the Joint Venture | $ | 9,857 |
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Fair Value Measurements [Abstract] | |||||||||||||||||
Assets and Liabilities Measured at Fair Value | The following table provides a summary of the recognized assets and liabilities that we measure at fair value on a recurring basis: | ||||||||||||||||
Balance as of | Basis of Fair Value Measurements | ||||||||||||||||
31-Dec-14 | Level 1 | Level 2 | Level 3 | ||||||||||||||
Assets: | |||||||||||||||||
Cash equivalents | $ | 8,144,000 | $ | 8,144,000 | $ | — | $ | — | |||||||||
Liabilities: | |||||||||||||||||
Warrant liability | $ | 9,793,000 | $ | — | $ | — | $ | 9,793,000 | |||||||||
Balance as of | Basis of Fair Value Measurements | ||||||||||||||||
31-Dec-13 | Level 1 | Level 2 | Level 3 | ||||||||||||||
Assets: | |||||||||||||||||
Cash equivalents | $ | 4,644,000 | $ | 4,644,000 | $ | — | $ | — | |||||||||
Summary of change in Level 3 warrant liablility | The following table summarizes the change in our Level 3 warrant liability value: | ||||||||||||||||
Warrant liability | 31-Dec-14 | 31-Dec-13 | |||||||||||||||
Beginning balance | $ | — | $ | 418,000 | |||||||||||||
Additions to warrant liability | 10,162,000 | — | |||||||||||||||
Change in fair value | (369,000 | ) | (418,000 | ) | |||||||||||||
Ending balance | $ | 9,793,000 | $ | — | |||||||||||||
Level 3 Put Option Liability | The following table summarizes the change in our Level 3 Put option liability value: | ||||||||||||||||
Put option liability | Year ended | ||||||||||||||||
31-Dec-13 | |||||||||||||||||
Beginning balance | $ | (2,250,000 | ) | ||||||||||||||
Decrease (increase) in fair value recognized in operating expenses | 2,250,000 | ||||||||||||||||
Ending balance | $ | — |
Fair_Value_Tables
Fair Value (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Fair Value [Abstract] | |||||||||||||||||
Fair Value and Carrying Value of Long-term Debt | At December 31, 2014 and 2013, the aggregate fair value and the carrying value of the Company’s fixed rate long-term debt were as follows: | ||||||||||||||||
31-Dec-14 | 31-Dec-13 | ||||||||||||||||
Fair Value | Carrying Value | Fair Value | Carrying Value | ||||||||||||||
Fixed rate long-term debt | $ | 25,206,000 | $ | 25,373,000 | $ | 26,207,000 | $ | 26,241,000 |
Composition_of_Certain_Financi1
Composition of Certain Financial Statement Captions (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Composition of Certain Financial Statement Captions [Abstract] | |||||||||
Inventories, net | Inventories, net | ||||||||
As of December 31, 2014 and 2013, inventories, net, were comprised of the following: | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Raw materials | $ | 1,715,000 | $ | 1,315,000 | |||||
Work in process | 1,301,000 | 232,000 | |||||||
Finished goods | 1,813,000 | 2,147,000 | |||||||
$ | 4,829,000 | $ | 3,694,000 | ||||||
Other Current Assets | Other Current Assets | ||||||||
As of December 31, 2014 and 2013, other current assets were comprised of the following: | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Prepaid insurance | $ | 200,000 | $ | 264,000 | |||||
Prepaid other | 675,000 | 850,000 | |||||||
Other receivables | 117,000 | 111,000 | |||||||
$ | 992,000 | $ | 1,225,000 | ||||||
Property and Equipment, net | Property and Equipment, net | ||||||||
As of December 31, 2014 and 2013, property and equipment, net, were comprised of the following: | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Manufacturing and development equipment | $ | 5,674,000 | $ | 5,059,000 | |||||
Office and computer equipment | 2,006,000 | 2,274,000 | |||||||
Leasehold improvements | 3,271,000 | 3,271,000 | |||||||
10,951,000 | 10,604,000 | ||||||||
Less accumulated depreciation and amortization | (9,368,000 | ) | (9,550,000 | ) | |||||
$ | 1,583,000 | $ | 1,054,000 | ||||||
Other Assets | Other Assets | ||||||||
As of December 31, 2014 and 2013, other assets were comprised of the following: | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Deposits | $ | 540,000 | $ | 479,000 | |||||
Prepaid supplies, long-term | 1,223,000 | 2,333,000 | |||||||
$ | 1,763,000 | $ | 2,812,000 | ||||||
Accounts Payable and Accrued Expenses | Accounts Payable and Accrued Expenses | ||||||||
As of December 31, 2014 and 2013, accounts payable and accrued expenses were comprised of the following: | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Accrued legal fees | $ | 544,000 | $ | 564,000 | |||||
Accrued R&D studies | 273,000 | 376,000 | |||||||
Accounts payable | 949,000 | 965,000 | |||||||
Accrued vacation | 577,000 | 918,000 | |||||||
Accrued bonus | 758,000 | 759,000 | |||||||
Accrued expenses | 2,006,000 | 2,167,000 | |||||||
Deferred rent | 191,000 | 138,000 | |||||||
Accrued accounting fees | 130,000 | 140,000 | |||||||
Accrued payroll | 118,000 | 50,000 | |||||||
$ | 5,546,000 | $ | 6,077,000 |
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Commitments and Contingencies [Abstract] | |||||
Future Minimum Lease Payments | We have contractual obligations to make payments on leases of office and manufacturing space as follows: | ||||
Years Ending December 31, | Operating Leases | ||||
2015 | $ | 2,183,000 | |||
2016 | 2,241,000 | ||||
2017 | 1,790,000 | ||||
2018 | 55,000 | ||||
2019 | 27,000 | ||||
Total | $ | 6,296,000 |
Longterm_Obligations_Tables
Long-term Obligations (Tables) | 12 Months Ended | |||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||
Long-term Obligations [Abstract] | ||||||||||||||||||
Term Loan Outstanding | Additional details relating to the outstanding Term Loan as of December 31, 2014, are presented in the following table: | |||||||||||||||||
Origination Date | Original Loan | Interest | Current | Original Term | Remaining | |||||||||||||
Amount | Rate | Monthly | Principal | |||||||||||||||
Payment* | (Face Value) | |||||||||||||||||
Jun-13 | $ | 27,000,000 | 9.75 | % | $ | 203,434 | 48 Months | $ | 25,038,125 | |||||||||
* Current monthly payment is inclusive of interest only | ||||||||||||||||||
Future Minimum Debt and Lease Payments | As of December 31, 2014, the future contractual principal and final fee payments on all of our debt and lease obligations are as follows: | |||||||||||||||||
Years Ending December 31, | ||||||||||||||||||
2015 | $ | 7,462,000 | ||||||||||||||||
2016 | 10,805,000 | |||||||||||||||||
2017 | 8,596,000 | |||||||||||||||||
Total | $ | 26,863,000 | ||||||||||||||||
Face Value to Book Value Reconciliation | Reconciliation of Face Value to Book Value as of December 31, 2014 | |||||||||||||||||
Total debt and lease obligations, including final payment fee (Face Value) | $ | 26,863,000 | ||||||||||||||||
Less: Debt discount | (1,459,000 | ) | ||||||||||||||||
Total: | 25,404,000 | |||||||||||||||||
Less: Current portion | (7,363,000 | ) | ||||||||||||||||
Long-term obligation | $ | 18,041,000 |
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Income Taxes [Abstract] | |||||||||||||
A Reconciliation of the total Income Tax Provision | A reconciliation of the total income tax provision tax rate to the statutory federal income tax rate of 34% for the years ended December 31, 2014, 2013 and 2012 is as follows: | ||||||||||||
2014 | 2013 | 2012 | |||||||||||
Income tax expense (benefit) at federal statutory rate | -34 | % | -34 | % | -34 | % | |||||||
Income tax expense (benefit) at state statutory rate | -3.52 | % | -3.54 | % | -2.79 | % | |||||||
Gain on previously held equity interest in joint venture | 0 | % | -7.02 | % | 0 | % | |||||||
Mark to market permanent adjustment | -0.37 | % | -2.15 | % | -0.24 | % | |||||||
Change in valuation allowance | 27.12 | % | 80.13 | % | 35.86 | % | |||||||
Change in state rate | 0.02 | % | -1.01 | % | -8.36 | % | |||||||
Permanent interest adjustments | 4.17 | % | 0 | % | 0 | % | |||||||
Debt refinance permanent adjustment | 3.92 | % | 0 | % | 0 | % | |||||||
Acquired NOL’s/Intangibles from joint venture | 0 | % | -33.4 | % | 0 | % | |||||||
Foreign rate differential | 0 | % | 2.48 | % | -0.04 | % | |||||||
Other, net | 2.66 | % | -1.49 | % | 9.57 | % | |||||||
0 | % | 0 | % | 0 | % | ||||||||
Deferred Tax Assets and Liabilities | The tax effects of temporary differences that give rise to significant portions of our deferred tax assets and deferred tax liabilities as of December 31, 2014 and 2013 are as follows: | ||||||||||||
2014 | 2013 | ||||||||||||
Deferred tax assets: | |||||||||||||
Allowances and reserves | $ | 825,000 | $ | 639,000 | |||||||||
Accrued expenses | 502,000 | 718,000 | |||||||||||
Deferred revenue and gain-on-sale | 32,000 | 79,000 | |||||||||||
Stock based compensation | 7,786,000 | 6,962,000 | |||||||||||
Net operating loss carryforwards | 117,258,000 | 107,846,000 | |||||||||||
Income tax credit carryforwards | 6,993,000 | 6,710,000 | |||||||||||
Property and equipment, principally due to differences in depreciation | 926,000 | 804,000 | |||||||||||
Other,net | 77,000 | 296,000 | |||||||||||
134,399,000 | 124,054,000 | ||||||||||||
Valuation allowance | (132,583,000 | ) | (122,450,000 | ) | |||||||||
Total deferred tax assets, net of allowance | 1,816,000 | 1,604,000 | |||||||||||
Deferred tax liabilities: | |||||||||||||
Intangibles | (1,816,000 | ) | (1,604,000 | ) | |||||||||
Total deferred tax liability | (1,816,000 | ) | (1,604,000 | ) | |||||||||
Net deferred tax assets (liability) | $ | — | $ | — | |||||||||
Unrecognized Tax Benefits Activity | Following is a tabular reconciliation of the unrecognized tax benefits activity during the years ended December 31, 2014, 2013 and 2012: | ||||||||||||
2014 | 2013 | 2012 | |||||||||||
Unrecognized Tax Benefits – Beginning | $ | 1,723,000 | $ | 1,394,000 | $ | 1,304,000 | |||||||
Gross increases – tax positions in prior period | — | 69,000 | — | ||||||||||
Gross decreases – tax positions in prior period | — | — | — | ||||||||||
Gross increase – current-period tax positions | 129,000 | 260,000 | 90,000 | ||||||||||
Settlements | — | — | — | ||||||||||
Lapse of statute of limitations | — | — | — | ||||||||||
Unrecognized Tax Benefits – Ending | $ | 1,852,000 | $ | 1,723,000 | $ | 1,394,000 |
Stockbased_Compensation_Tables
Stock-based Compensation (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Stock-based Compensation [Abstract] | |||||||||||||||||
Stock Option Activity | A summary of activity for the year ended December 31, 2014 is as follows: | ||||||||||||||||
Options | Weighted | ||||||||||||||||
Average | |||||||||||||||||
Exercise Price | |||||||||||||||||
Balance as of January 1, 2014 | 8,322,289 | $ | 4.55 | ||||||||||||||
Granted | 3,058,190 | $ | 1.99 | ||||||||||||||
Exercised | (2,667 | ) | $ | 2.62 | |||||||||||||
Expired | (396,328 | ) | $ | 4.14 | |||||||||||||
Cancelled/forfeited | (1,866,136 | ) | $ | 3.45 | |||||||||||||
Balance as of December 31, 2014 | 9,115,348 | $ | 3.93 | ||||||||||||||
Stock Options Vested and Expected to Vest | Options | Weighted | Weighted Average Remaining Contractual Term (years) | Aggregate | |||||||||||||
Average | Intrinsic Value | ||||||||||||||||
Exercise Price | |||||||||||||||||
Balance as of December 31, 2014 | 9,115,348 | $ | 3.93 | 6.31 | $ | 584.4 | |||||||||||
Vested and expected to vest at December 31, 2014 | 9,064,341 | $ | 3.94 | 6.3 | $ | 560.47 | |||||||||||
Exercisable at December 31, 2014 | 6,230,987 | $ | 4.7 | 5.06 | $ | — | |||||||||||
Weighted-average Assumptions | The fair value of each option awarded during the year ended December 31, 2014, 2013 and 2012 was estimated on the date of grant using the Black-Scholes-Merton option valuation model based on the following weighted-average assumptions: | ||||||||||||||||
Years ended December 31, | |||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||
Expected term | 6.0 years | 6.0 years | 5.2 years | ||||||||||||||
Risk-free interest rate | 1.86 | % | 1.12 | % | 0.83 | % | |||||||||||
Volatility | 77.52 | % | 75.27 | % | 75.63 | % | |||||||||||
Dividends | — | — | — | ||||||||||||||
Resulting weighted average grant date fair value | $ | 1.35 | $ | 1.72 | $ | 1.96 | |||||||||||
Restricted Stock Awards Activity | A summary of activity for the year ended December 31, 2014 is as follows: | ||||||||||||||||
Restricted | Weighted | ||||||||||||||||
Stock Awards | Average Grant | ||||||||||||||||
Date Fair Value | |||||||||||||||||
Balance as of January 1, 2014 | 106,341 | $ | 3.62 | ||||||||||||||
Granted | 115,808 | $ | 2.5 | ||||||||||||||
Exercised/Released | (12,200 | ) | $ | 2.8 | |||||||||||||
Cancelled/forfeited | (16,826 | ) | $ | 2.51 | |||||||||||||
Balance as of December 31, 2014 | 193,123 | $ | 3.1 | ||||||||||||||
Restricted Stock Awards Vested and Expected to Vest | Restricted | Weighted | Weighted | ||||||||||||||
Stock Awards | Average Grant | Average | |||||||||||||||
Date Fair Value | Remaining | ||||||||||||||||
Contractual | |||||||||||||||||
Term (years) | |||||||||||||||||
Balance as of December 31, 2014 | 193,123 | $ | 3.1 | 8.32 | |||||||||||||
Vested and expected to vest at December 31, 2014 | 193,123 | $ | 3.1 | 7.21 | |||||||||||||
Exercisable at December 31, 2014 | 83,641 | $ | 3.91 | 8.32 | |||||||||||||
Compensation Cost Recognized for Stock Options and Restricted Stock Awards | The following summarizes the total compensation cost recognized for the stock options and restricted stock awards in the accompanying financial statements: | ||||||||||||||||
Years ended December 31, | |||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||
Total compensation cost for share-based payment arrangements recognized in the statement of operations (net of tax of $0) | $ | 3,101,000 | $ | 3,608,000 | $ | 3,904,000 |
Quarterly_Information_unaudite1
Quarterly Information (unaudited) (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Quarterly Information (unaudited) [Abstract] | |||||||||||||||||
Unaudited Quarterly Financial Information | The following unaudited quarterly financial information includes, in management’s opinion, all the normal and recurring adjustments necessary to fairly state the results of operations and related information for the periods presented: | ||||||||||||||||
For the three months ended | |||||||||||||||||
March 31, | June 30, | September 30, | December 31, | ||||||||||||||
2014 | 2014 | 2014 | 2014 | ||||||||||||||
Product revenues | $ | 1,031,000 | $ | 935,000 | $ | 518,000 | $ | 2,469,000 | |||||||||
Gross profit | 610,000 | 169,000 | 181,000 | 1,053,000 | |||||||||||||
Development revenues | 403,000 | 356,000 | 585,000 | 1,301,000 | |||||||||||||
Operating expenses | (10,560,000 | ) | (11,210,000 | ) | (8,656,000 | ) | (6,669,000 | ) | |||||||||
Other income (expense) | (853,000 | ) | (1,143,000 | ) | (1,495,000 | ) | (1,440,000 | ) | |||||||||
Net loss | $ | (10,400,000 | ) | $ | (11,828,000 | ) | $ | (9,385,000 | ) | $ | (5,755,000 | ) | |||||
Beneficial conversion feature for convertible preferred stock | — | — | — | (1,169,000 | ) | ||||||||||||
Net loss allocable to common stock holders… | (10,400,000 | ) | (11,828,000 | ) | (9,385,000 | ) | (6,924,000 | ) | |||||||||
Basic and diluted net loss per share | $ | (0.14 | ) | $ | (0.15 | ) | $ | (0.12 | ) | $ | (0.08 | ) | |||||
For the three months ended | |||||||||||||||||
March 31, | June 30, | September 30, | December 31, | ||||||||||||||
2013 | 2013 | 2013 | 2013 | ||||||||||||||
Product revenues | $ | 1,392,000 | $ | 1,408,000 | $ | 1,616,000 | $ | 2,706,000 | |||||||||
Gross profit | 636,000 | 800,000 | 685,000 | 1,580,000 | |||||||||||||
Development revenues | 2,366,000 | 859,000 | 1,095,000 | 754,000 | |||||||||||||
Operating expenses | (9,739,000 | ) | (8,022,000 | ) | (10,241,000 | ) | (11,452,000 | ) | |||||||||
Other income (expense) | (930,000 | ) | 3,152,000 | 3,203,000 | (923,000 | ) | |||||||||||
Net loss | $ | (7,667,000 | ) | $ | (3,211,000 | ) | $ | (5,258,000 | ) | $ | (10,041,000 | ) | |||||
Basic and diluted net loss per share | $ | (0.11 | ) | $ | (0.05 | ) | $ | (0.08 | ) | $ | (0.14 | ) |
Organization_and_Operations_De
Organization and Operations (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Subsidiary | |||||||||||
Organization and Operations [Abstract] | |||||||||||
Equity method ownership interest in joint venture (in hundredths) | 50.00% | 50.00% | |||||||||
Number of subsidiaries | 5 | ||||||||||
Net loss | $5,755,000 | $9,385,000 | $11,828,000 | $10,400,000 | $10,041,000 | $5,258,000 | $3,211,000 | $7,667,000 | $37,368,000 | $26,177,000 | $32,279,000 |
Accumulated deficit | 338,273,000 | 300,905,000 | 338,273,000 | 300,905,000 | |||||||
Net cash used | 30,330,000 | 34,563,000 | 32,193,000 | ||||||||
Periodic payments beginning August 2014 | 1,000,000 | ||||||||||
Long-term Debt, Current Maturities | 7,363,000 | 3,191,000 | 7,363,000 | 3,191,000 | |||||||
Joint Venture purchase obligation | $3,000,000 | $3,000,000 |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies (Details) (USD $) | 3 Months Ended | 12 Months Ended | 3 Months Ended | ||||||||||
Share data in Millions, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Oct. 31, 2010 |
Cash and Cash Equivalents [Abstract] | |||||||||||||
Cash and cash equivalents investments with original maturities | $8,144,000 | $4,644,000 | $8,144,000 | $4,644,000 | |||||||||
Goodwill and Intangibles [Abstract] | |||||||||||||
Other intangibles, net, Beginning balance | 9,345,000 | 0 | 9,345,000 | 0 | |||||||||
Other intangibles, Acquisition of JV Intangible | 255,000 | 9,394,000 | |||||||||||
Other intangibles, net, Amortization | -185,000 | -49,000 | |||||||||||
Other intangibles, net, Ending balance | 9,415,000 | 9,345,000 | 9,415,000 | 9,345,000 | 0 | ||||||||
Goodwill, net, Beginning balance | 3,922,000 | 3,922,000 | 3,922,000 | 3,922,000 | |||||||||
Goodwill, net, Increase (Decrease) | 0 | 0 | |||||||||||
Goodwill, net Ending balance | 3,922,000 | 3,922,000 | 3,922,000 | 3,922,000 | 3,922,000 | ||||||||
Total goodwill and other intangibles, net | 13,337,000 | 13,267,000 | 13,337,000 | 13,267,000 | |||||||||
Useful life (in years) | 7 years | 10 years | |||||||||||
Intangible Assets Arising from Insurance Contracts Acquired in Business Combination, Amortization Expense, Fiscal Year Maturity [Abstract] | |||||||||||||
2015 | 896,000 | 896,000 | |||||||||||
2016 | 1,267,000 | 1,267,000 | |||||||||||
2017 | 1,774,000 | 1,774,000 | |||||||||||
2018 | 2,306,000 | 2,306,000 | |||||||||||
Thereafter | 2,883,000 | 2,883,000 | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Change in fair value of warrants | -369,000 | -418,000 | -209,000 | ||||||||||
Exercise price per shares (in dollars per share) | $25 | $25 | |||||||||||
Expected term | 5 years 3 months 18 days | ||||||||||||
Common stock market price (in dollars per share) | $0.49 | $0.49 | $4.50 | ||||||||||
Risk free interest rate (in hundredths) | 1.65% | ||||||||||||
Expected volatility (in hundredths) | 90.00% | ||||||||||||
Resulting fair value (per warrant) (in dollars per share) | $0.38 | $0.38 | |||||||||||
Revenue Recognition [Abstract] | |||||||||||||
Period of services provided subsequent to date of sale | 1 year | ||||||||||||
Concentration Risk [Line Items] | |||||||||||||
Concentration risk percentage (in hundredths) | 100.00% | 100.00% | 100.00% | ||||||||||
Revenues | 2,469,000 | 518,000 | 935,000 | 1,031,000 | 2,706,000 | 1,616,000 | 1,408,000 | 1,392,000 | 4,953,000 | 7,122,000 | 8,709,000 | ||
Research and Development Arrangements [Line Items] | |||||||||||||
Deferred revenue, related party, revenue recognized | 638,000 | 0 | 2,882,000 | ||||||||||
Costs associated with the development device | 15,105,000 | 17,065,000 | 13,628,000 | ||||||||||
Maximum total cost-plus fixed fee | 12,100,000 | 12,100,000 | |||||||||||
Equity method ownership interest in joint venture (in hundredths) | 50.00% | 50.00% | |||||||||||
Qualifying expenses entitlement under BARDA contract | 4,700,000 | ||||||||||||
Qualifying expenditures related to research | 2,461,000 | 3,053,000 | 331,000 | ||||||||||
Qualified expenses entitlement under BARDA contract | 14,100,000 | ||||||||||||
Qualified expenses related to research | 8,300,000 | ||||||||||||
Total expense and expenditure on Initial option | 22,400,000 | ||||||||||||
Loss Per Share [Abstract] | |||||||||||||
Dilutive common shares excluded from the calculations of diluted loss per share (in shares) | 43.7 | 17.2 | 17.4 | ||||||||||
Olympus and Olympus-Cytori [Member] | |||||||||||||
Research and Development Arrangements [Line Items] | |||||||||||||
Deferred revenues, related party | 28,311,000 | 28,311,000 | |||||||||||
BARDA Contract [Member] | |||||||||||||
Research and Development Arrangements [Line Items] | |||||||||||||
Costs associated with the development device | 106,000,000 | ||||||||||||
Research and development arrangement with federal government, customer funding to offset costs incurred | 4,700,000 | ||||||||||||
Research and development arrangement, initial base period | 2 years | ||||||||||||
North America [Member] | |||||||||||||
Concentration Risk [Line Items] | |||||||||||||
Concentration risk percentage (in hundredths) | 18.00% | 15.00% | 13.00% | ||||||||||
Revenues | 894,000 | 1,079,000 | 1,143,000 | ||||||||||
Japan [Member] | |||||||||||||
Concentration Risk [Line Items] | |||||||||||||
Concentration risk percentage (in hundredths) | 62.00% | 30.00% | 50.00% | ||||||||||
Revenues | 3,068,000 | 2,109,000 | 4,352,000 | ||||||||||
Europe [Member] | |||||||||||||
Concentration Risk [Line Items] | |||||||||||||
Concentration risk percentage (in hundredths) | 10.00% | 17.00% | 23.00% | ||||||||||
Revenues | 506,000 | 1,240,000 | 2,004,000 | ||||||||||
Other countries [Member] | |||||||||||||
Concentration Risk [Line Items] | |||||||||||||
Concentration risk percentage (in hundredths) | 10.00% | 38.00% | 14.00% | ||||||||||
Revenues | 485,000 | 2,694,000 | 1,210,000 | ||||||||||
Customer Concentration Risk [Member] | Revenue Recognized [Member] | |||||||||||||
Concentration Risk [Line Items] | |||||||||||||
Number of customers | 1 | 1 | |||||||||||
Number of distributor | 3 | 1 | |||||||||||
Concentration risk percentage (in hundredths) | 52.00% | 26.00% | 12.00% | ||||||||||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | |||||||||||||
Concentration Risk [Line Items] | |||||||||||||
Number of customers | 1 | 2 | |||||||||||
Number of distributor | 3 | 2 | 1 | ||||||||||
Concentration risk percentage (in hundredths) | 92.00% | 55.00% | 39.00% | ||||||||||
Fair Value, Measurements, Recurring [Member] | Level 3 [Member] | Warrants [Member] | |||||||||||||
Fair Value, Instruments Classified in Shareholders' Equity Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||||||||||||
Beginning balance | 287,000 | 0 | 287,000 | 0 | |||||||||
Fair value of warrants allocated from additional paid in capital | 421,000 | 421,000 | |||||||||||
Decrease in fair value recognized in operating expenses | -134,000 | -134,000 | |||||||||||
Ending balance | 287,000 | 287,000 | 287,000 | 287,000 | |||||||||
Warrant [Member] | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Fair value of warrants | 10,000,000 | 0 | 10,000,000 | 0 | |||||||||
Change in fair value of warrants | 9,800,000 | 418,000 | 209,000 | ||||||||||
Exercise price per shares (in dollars per share) | $0.58 | $0.58 | |||||||||||
Warrant term | 5 years | ||||||||||||
Minimum [Member] | |||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||
Useful lives of the assets | 3 years | ||||||||||||
Maximum [Member] | |||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||
Useful lives of the assets | 5 years | ||||||||||||
Letter of Credit [Member] | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Letter of credit amount required by lease agreement | 350,000 | 350,000 | |||||||||||
Restricted cash required to maintained under Lease agreement | $350,000 | $350,000 |
Agreement_with_Lorem_Vascular_
Agreement with Lorem Vascular (Details) (USD $) | 12 Months Ended | ||
In Millions, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2014 | Oct. 31, 2010 |
Partnership Agreement [Line Items] | |||
Equity purchase price (in dollars per share) | $0.49 | $4.50 | |
Lorem Vascular [Member] | Exclusive License [Member] | |||
Partnership Agreement [Line Items] | |||
Total commitment | $500 | ||
Period of exclusive license | 30 years | ||
Lorem Vascular [Member] | Equity Purchases [Member] | |||
Partnership Agreement [Line Items] | |||
Total commitment | 24 | ||
Shares of unregistered stock purchased (in shares) | 8 | ||
Equity purchase price (in dollars per share) | $3 | ||
Number of installments in equity purchases | 2 | ||
Lorem Vascular [Member] | Product Purchase Commitment [Member] | |||
Partnership Agreement [Line Items] | |||
Total commitment | 7 | ||
First purchase commitment | 2 | ||
Second purchase commitment | $5 |
Transactions_with_Olympus_Corp2
Transactions with Olympus Corporation (Details) (USD $) | 1 Months Ended | 12 Months Ended | 0 Months Ended | ||||
Oct. 31, 2010 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | 8-May-14 | 27-May-13 | 8-May-13 | |
Acquisition of Olympus' Interest in the Joint Venture [Abstract] | |||||||
Remeasurement gain | $0 | $4,892,000 | $0 | ||||
Inputs used in valuation of acquired intangible assets [Abstract] | |||||||
Useful life (in years) | 7 years | 10 years | |||||
Total payments to be made | 5,000,000 | ||||||
Payments totaling | 2,700,000 | ||||||
Remaining payment obligation | 3,300,000 | ||||||
Initial investment by Olympus Corporation in Cytori [Abstract] | |||||||
Common stock issued (in shares) | 4,600,000 | ||||||
Difference between proceeds received and fair values of common stock and option liability | 0 | -638,000 | -2,882,000 | ||||
Formation of the Olympus-Cytori Joint Venture [Abstract] | |||||||
Joint Venture Payment | 2,262,000 | 221,000 | 0 | ||||
Percentage of share in Joint Venture (in hundredths) | 50.00% | ||||||
Put/Calls and Guarantees [Abstract] | |||||||
Put option, repurchase floor | 22,000,000,000 | ||||||
Option liability | 0 | 2,250,000 | |||||
Fair Value Inputs [Abstract] | |||||||
Expected volatility (in hundredths) | 90.00% | ||||||
Risk free interest rate (in hundredths) | 1.65% | ||||||
Acquired Olympus Ownership [Member] | |||||||
Acquisition of Olympus' Interest in the Joint Venture [Abstract] | |||||||
Equity interest acquired (in hundredths) | 50.00% | ||||||
Acquisition agreement date | 27-May-13 | ||||||
Remeasurement gain | 4,892,000 | ||||||
Installment payment amount description | Installment payments will be calculated quarterly based on 5% of Cytori's gross sales receipts for all products sold. If Cytori receives an aggregate $35,000,000 in cash through strategic or financing arrangements during the first year of the Termination Agreement, Cytori will pay $4,500,000 upon request of Olympus as full and complete consideration under the Agreement. | ||||||
Gross sales receipts (in hundredths) | 5.00% | ||||||
Limit for cash through strategic or financing arrangements | 35,000,000 | ||||||
Required payment for acquisition | 4,500,000 | ||||||
Inputs used in valuation of acquired intangible assets [Abstract] | |||||||
Estimated fair value | 9,394,000 | ||||||
Fair value of purchase consideration | 4,928,000 | ||||||
Unamortized discount resulting from fair value calculation of purchase obligations | 1,072,000 | ||||||
Weighted average expected term for amortization of purchase obligation | 1 year 9 months 18 days | ||||||
Year-to-date equity loss from investment in Joint Venture | 48,000 | ||||||
Increased obligation under alternative payment option | 1,500,000 | ||||||
Total payments to be made | 6,000,000 | ||||||
Additional interest expense of quarterly reassessment | 579,000,000 | ||||||
Unrecognized future discount amount | 289,000,000 | ||||||
Fair value of the assets acquired and liabilities assumed at the date of acquisition [Abstract] | |||||||
Current assets | 236,000 | ||||||
Property and equipment | 260,000 | ||||||
Intangible assets | 9,394,000 | ||||||
Total assets acquired | 9,890,000 | ||||||
Accrued and other current liabilities | -33,000 | ||||||
Total fair value of the Joint Venture | 9,857,000 | ||||||
Acquired Olympus Ownership [Member] | Minimum [Member] | |||||||
Acquisition of Olympus' Interest in the Joint Venture [Abstract] | |||||||
Payment obligation under termination agreement | 4,500,000 | ||||||
Payment installment period | 1 year | ||||||
Inputs used in valuation of acquired intangible assets [Abstract] | |||||||
Discount rate used to value intangible assets (in hundredths) | 9.75% | ||||||
Acquired Olympus Ownership [Member] | Maximum [Member] | |||||||
Acquisition of Olympus' Interest in the Joint Venture [Abstract] | |||||||
Payment obligation under termination agreement | 16,000,000 | ||||||
Payment installment period | 6 years | ||||||
Inputs used in valuation of acquired intangible assets [Abstract] | |||||||
Discount rate used to value intangible assets (in hundredths) | 12.75% | ||||||
Acquired Olympus Ownership [Member] | Developed Technology [Member] | |||||||
Inputs used in valuation of acquired intangible assets [Abstract] | |||||||
Useful life (in years) | 7 years | ||||||
Estimated fair value | 9,394,000 | ||||||
Fair value of the assets acquired and liabilities assumed at the date of acquisition [Abstract] | |||||||
Intangible assets | $9,394,000 |
Sale_and_Exclusive_LicenseSupp1
Sale and Exclusive License/Supply Agreement with Bimini Technologies LLC (Details) (USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Sale and Exclusive License/Supply Agreement with Bimini Technologies LLC [Abstract] | |
Aggregate value of consideration paid by Bimini | $5,000,000 |
Gain on Puregraft divestiture | 4,500,000 |
Estimated future transfer and training obligations | 547,000 |
Milestone payments from Bimini, maximum | $10,000,000 |
Fair_Value_Measurements_Detail
Fair Value Measurements (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2012 | |
Liabilities: | |||
Put option liability | $0 | ($2,250,000) | |
Change in Level 3 put option liability [Roll Forward] | |||
Beginning balance | -2,250,000 | ||
Ending balance | 0 | -2,250,000 | |
Fair Value, Measurements, Recurring [Member] | |||
Assets: | |||
Cash equivalents | 8,144,000 | 4,644,000 | |
Liabilities: | |||
Warrant liability | 28,700 | ||
Change in Level 3 warrant liability [Roll Forward] | |||
Ending balance | 28,700 | ||
Fair Value, Measurements, Recurring [Member] | Level 1 [Member] | |||
Assets: | |||
Cash equivalents | 8,144,000 | 4,644,000 | |
Liabilities: | |||
Warrant liability | 0 | ||
Change in Level 3 warrant liability [Roll Forward] | |||
Ending balance | 0 | ||
Fair Value, Measurements, Recurring [Member] | Level 2 [Member] | |||
Assets: | |||
Cash equivalents | 0 | 0 | |
Liabilities: | |||
Warrant liability | 0 | ||
Change in Level 3 warrant liability [Roll Forward] | |||
Ending balance | 0 | ||
Fair Value, Measurements, Recurring [Member] | Level 3 [Member] | |||
Assets: | |||
Cash equivalents | 0 | 0 | |
Liabilities: | |||
Warrant liability | 28,700 | ||
Change in Level 3 warrant liability [Roll Forward] | |||
Ending balance | 28,700 | ||
Fair Value, Measurements, Recurring [Member] | Level 3 [Member] | Put Option [Member] | |||
Liabilities: | |||
Put option liability | 0 | ||
Change in Level 3 warrant liability [Roll Forward] | |||
Decrease (increase) in fair value recognized in operating expenses | 2,250,000 | ||
Change in Level 3 put option liability [Roll Forward] | |||
Beginning balance | -2,250,000 | ||
Decrease (increase) in fair value recognized in operating expenses | 2,250,000 | ||
Ending balance | 0 | ||
Fair Value, Measurements, Recurring [Member] | Level 3 [Member] | Warrants [Member] | |||
Liabilities: | |||
Warrant liability | 0 | 9,793,000 | |
Change in Level 3 warrant liability [Roll Forward] | |||
Beginning balance | -418,000 | 0 | |
Additions to warrant liability | 0 | 10,162,000 | |
Decrease (increase) in fair value recognized in operating expenses | 418,000 | -369,000 | |
Ending balance | 0 | 9,793,000 | |
Change in Level 3 put option liability [Roll Forward] | |||
Decrease (increase) in fair value recognized in operating expenses | $418,000 | ($369,000) |
Fair_Value_Details
Fair Value (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Debt discount | $1,459,000 | ||
Identifiable intangible assets | 255,000 | 9,394,000 | |
Useful life (in years) | 7 years | 10 years | |
Contractual license Rights [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Identifiable intangible assets | 9,394,000 | ||
Useful life (in years) | 7 years | ||
Fair Value [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Fixed rate long-term debt | 25,206,000 | 26,207,000 | |
Carrying Value [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Fixed rate long-term debt | 25,373,000 | 26,241,000 | |
Debt discount | $1,459,000 | $2,379,000 |
Thin_Film_Japan_Distribution_A1
Thin Film Japan Distribution Agreement (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Feb. 28, 2013 | |
Installment | |||
Thin Film Japan Distribution Agreement [Abstract] | |||
License fee recorded as deferred revenue | $112,000 | $212,000 | $2,379,000 |
Payment obligation under termination agreement | 1,200,000 | ||
Number of installment payments | 6 | ||
Periodic payment under termination agreement | 200,000 | ||
Deferred revenues | 112,000 | 212,000 | 2,379,000 |
Development revenue | $1,179,000 |
Composition_of_Certain_Financi2
Composition of Certain Financial Statement Captions (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Inventories [Abstract] | |||
Raw materials | $1,715,000 | $1,315,000 | |
Work in process | 1,301,000 | 232,000 | |
Finished goods | 1,813,000 | 2,147,000 | |
Inventory, net | 4,829,000 | 3,694,000 | |
Other Current Assets [Abstract] | |||
Prepaid insurance | 200,000 | 264,000 | |
Prepaid other | 675,000 | 850,000 | |
Other receivables | 117,000 | 111,000 | |
Other current assets, net | 992,000 | 1,225,000 | |
Property and Equipment, net [Abstract] | |||
Manufacturing and Development Equipment | 5,674,000 | 5,059,000 | |
Office and computer equipment | 2,006,000 | 2,274,000 | |
Leasehold improvements | 3,271,000 | 3,271,000 | |
Property and Equipment, Gross | 10,951,000 | 10,604,000 | |
Less accumulated depreciation and amortization | -9,368,000 | -9,550,000 | |
Property and Equipment, net | 1,583,000 | 1,054,000 | |
Depreciation expense | 594,000 | 1,581,000 | 741,000 |
Other Assets [Abstract] | |||
Deposits | 540,000 | 479,000 | |
Prepaid supplies, long-term | 1,223,000 | 2,333,000 | |
Total Other Assets | 1,763,000 | 2,812,000 | |
Accounts Payable and Accrued Expenses [Abstract] | |||
Accrued legal fees | 544,000 | 564,000 | |
Accrued R&D studies | 273,000 | 376,000 | |
Accounts payable | 949,000 | 965,000 | |
Accrued vacation | 577,000 | 918,000 | |
Accrued bonus | 758,000 | 759,000 | |
Accrued expenses | 2,006,000 | 2,167,000 | |
Deferred rent | 191,000 | 138,000 | |
Accrued accounting fees | 130,000 | 140,000 | |
Accrued payroll | 118,000 | 50,000 | |
Accounts Payable and Accrued Expenses, Total | $5,546,000 | $6,077,000 |
Commitments_and_Contingencies_1
Commitments and Contingencies (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Operating Leases [Abstract] | |||
2015 | $2,183,000 | ||
2016 | 2,241,000 | ||
2017 | 1,790,000 | ||
2018 | 55,000 | ||
2019 | 27,000 | ||
Operating Leases, Total | 6,296,000 | ||
Rent expense | 3,332,000 | 3,458,000 | 2,980,000 |
Recorded Unconditional Purchase Obligation [Line Items] | |||
Purchase obligation, due in next twelve months | 3,008,000 | 4,691,000 | |
Pre Clinical Research Study Obligations [Member] | |||
Recorded Unconditional Purchase Obligation [Line Items] | |||
Purchase obligation, due in next twelve months | $1,216,000 |
Longterm_Obligations_Details
Long-term Obligations (Details) (USD $) | 12 Months Ended | 0 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Jun. 28, 2013 | ||
Debt Instrument [Line Items] | |||||
Warrant exercise price (in dollars per share) | $25 | ||||
Repayment of long term debt | $1,962,000 | $22,304,000 | $2,692,000 | ||
Net proceeds of the Term Loan, after payment of lender fees and expenses | 0 | 27,000,000 | 0 | ||
Loss on debt extinguishment | 0 | 708,000 | 0 | ||
Unamortized debt discount | 1,459,000 | ||||
Additional details relating term loan that is outstanding [Abstract] | |||||
Current Monthly Payment | 1,000,000 | ||||
Future contractual principal and final fee payments on all debt and lease obligations [Abstract] | |||||
2015 | 7,462,000 | ||||
2016 | 10,805,000 | ||||
2017 | 8,596,000 | ||||
Contractual principal and final fee payments, Total | 26,863,000 | 26,863,000 | |||
Reconciliation of Face Value to Book Value [Abstract] | |||||
Contractual principal and final fee payments, Total | 26,863,000 | 26,863,000 | |||
Less: Debt discount | -1,459,000 | ||||
Total: | 25,404,000 | ||||
Less: Current portion | -7,363,000 | -3,191,000 | |||
Long-term obligation | 18,041,000 | 23,100,000 | |||
Interest expense | 4,371,000 | 3,396,000 | 3,386,000 | ||
Non-cash amortization | 1,220,000 | 893,000 | 930,000 | ||
Term Loan [Member] | |||||
Debt Instrument [Line Items] | |||||
Maturity date | 1-Jul-17 | ||||
Fees amount associated with loan | 1,795,000 | ||||
Date from which warrants are exercisable | 28-Jun-13 | ||||
Warrants issued to lenders (in shares) | 596,553 | ||||
Warrant exercise price (in dollars per share) | $2.26 | ||||
Warrant expiration date | 28-Jun-20 | ||||
Repayment of long term debt | 18,866,000 | ||||
Term Loan remaining balance at date of Amendment | 25,038,125 | 17,325,000 | |||
Accrued but unpaid interest | 119,000 | ||||
Final payment fee | 1,078,000 | ||||
Prepayment fee | 312,000 | ||||
Net proceeds of the Term Loan, after payment of lender fees and expenses | 7,800,000 | ||||
Loss on debt extinguishment | 708,000 | ||||
Unamortized debt discount | 949,000 | ||||
Effective interest rate (in hundredths) | 13.86% | ||||
Outstanding warrants issued and re-priced (in shares) | 596,553 | ||||
Additional details relating term loan that is outstanding [Abstract] | |||||
Origination Date | 30-Jun-13 | 28-Jun-13 | |||
Original Loan Amount | 27,000,000 | ||||
Interest Rate (in hundredths) | 9.75% | ||||
Current Monthly Payment | 203,434 | [1] | |||
Original Term | 48 months | ||||
Remaining Principal (Face Value) | 25,038,125 | 17,325,000 | |||
Reconciliation of Face Value to Book Value [Abstract] | |||||
Less: Debt discount | -949,000 | ||||
Term Loan [Member] | Final Payment [Member] | |||||
Debt Instrument [Line Items] | |||||
Fees amount associated with loan | $1,942,000 | ||||
[1] | Current monthly payment is inclusive of interest only |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Reconciliation of the total income tax provision tax rate [Abstract] | |||
Income tax expense (benefit) at federal statutory rate (in hundredths) | -34.00% | -34.00% | -34.00% |
Income tax expense (benefit) at state statutory rate (in hundredths) | -3.52% | -3.54% | -2.79% |
Gain on previously held equity interest in joint venture (in hundredths) | 0.00% | -7.02% | 0.00% |
Mark to market permanent adjustment (in hundredths) | -0.37% | -2.15% | -0.24% |
Change in federal valuation allowance (in hundredths) | 27.12% | 80.13% | 35.86% |
Change in state rate (in hundredths) | 0.02% | -1.01% | -8.36% |
Permanent interest adjustments (in hundredths) | 4.17% | 0.00% | 0.00% |
Debt refinance permanent adjustment (in hundredths) | 3.92% | 0.00% | 0.00% |
Acquired NOL's/Intangibles from joint venture (in hundredths) | 0.00% | -33.40% | 0.00% |
Foreign rate differential (in hundredths) | 0.00% | 2.48% | -0.04% |
Other, net (in hundredths) | 2.66% | -1.49% | 9.57% |
Total income tax provision (in hundredths) | 0.00% | 0.00% | 0.00% |
Deferred tax assets [Abstract] | |||
Allowances and reserves | $825,000 | $639,000 | |
Accrued expenses | 502,000 | 718,000 | |
Deferred revenue and gain-on-sale | 32,000 | 79,000 | |
Stock based compensation | 7,786,000 | 6,962,000 | |
Net operating loss carryforwards | 117,258,000 | 107,846,000 | |
Income tax credit carryforwards | 6,993,000 | 6,710,000 | |
Property and equipment, principally due to differences in depreciation | 926,000 | 804,000 | |
Other,net | 77,000 | 296,000 | |
Deferred tax assets (Total) | 134,399,000 | 124,054,000 | |
Valuation allowance | -132,583,000 | -122,450,000 | |
Total deferred tax assets, net of allowance | 1,816,000 | 1,604,000 | |
Deferred tax liabilities [Abstract] | |||
Intangibles | -1,816,000 | -1,604,000 | |
Total deferred tax liability | -1,816,000 | -1,604,000 | |
Net deferred tax assets (liability) | 0 | 0 | |
Schedule of reconciliation of unrecognized tax benefits activity [Roll Forward] | |||
Unrecognized Tax Benefits - Beginning | 1,723,000 | 1,394,000 | 1,304,000 |
Gross increases - tax positions in prior period | 0 | 69,000 | 0 |
Gross decreases - tax positions in prior period | 0 | 0 | 0 |
Gross increase - current-period tax positions | 129,000 | 260,000 | 90,000 |
Settlements | 0 | 0 | 0 |
Lapse of statute of limitations | 0 | 0 | 0 |
Unrecognized Tax Benefits - Ending | 1,852,000 | 1,723,000 | 1,394,000 |
Income Tax Contingency [Line Items] | |||
Increased valuation allowance | 10,133,000 | ||
Net operating loss carryforwards, Expire date | Begin to expire in 2019 and 2015 | ||
State tax credit carryforwards | 4,113,000 | ||
Cumulative change in ownership (in hundredths) | 50.00% | ||
Period of net operating loss and R&D tax credit carry forwards to offset future taxable income | 3 years | ||
Excess tax benefits | 1,261,000 | ||
Period for material changes of liability for uncertain tax benefits | 12 months | ||
Federal [Member] | |||
Income Tax Contingency [Line Items] | |||
Tax loss carryforwards | 314,349,000 | ||
Federal tax carry forward | 4,279,000 | ||
Federal tax credit carryforward, Expiration date | Begin to expire in 2018 | ||
California [Member] | |||
Income Tax Contingency [Line Items] | |||
Tax loss carryforwards | 187,182,000 | ||
Stock Option [Member] | |||
Income Tax Contingency [Line Items] | |||
Increased valuation allowance | $579,000 |
Employee_Benefit_Plan_Details
Employee Benefit Plan (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Employee Benefit Plan [Abstract] | |||
Discretionary or matching contributions | $0 | $0 | $0 |
Stockholders_Equity_Details
Stockholders' Equity (Details) (USD $) | 0 Months Ended | 1 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | |||||||
Mar. 13, 2010 | Oct. 31, 2010 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 13, 2010 | Apr. 09, 2012 | Jul. 11, 2011 | Dec. 19, 2012 | Feb. 28, 2013 | Apr. 30, 2012 | Sep. 30, 2014 | |
Closing | ||||||||||||
Preferred Stock [Abstract] | ||||||||||||
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 | ||||||||||
Preferred stock, par value (in dollars per share) | $0.00 | $0.00 | ||||||||||
Preferred stock, shares issued (in shares) | 13,500 | 0 | ||||||||||
Preferred stock, shares outstanding (in shares) | 5,311 | 0 | ||||||||||
Stock Issuance [Abstract] | ||||||||||||
Proceeds from private placement of stock | $20,700,000 | |||||||||||
Common stock issued (in shares) | 4,600,000 | |||||||||||
Common stock at a purchase price (in dollars per unit) | $4.50 | $0.49 | ||||||||||
Sale of stock, price per share (in dollars per share) | $4.23 | |||||||||||
Deferred revenues | 112,000 | 212,000 | 2,379,000 | |||||||||
Expected expiration period for recognition of deferred amount | 2 years | |||||||||||
Common stock, shares issued (in shares) | 99,348,377 | 71,305,375 | ||||||||||
Offering price per share (in dollars per share) | $4.23 | |||||||||||
Proceeds from sale of common stock | 19,001,000 | 18,000,000 | 24,953,000 | |||||||||
Warrant exercise price (in dollars per share) | $25 | |||||||||||
Dividends Payable | 1,200,000 | |||||||||||
Shares with reduction in exercise price (in shares) | 3,384,601 | |||||||||||
Subsequent Event [Member] | ||||||||||||
Stock Issuance [Abstract] | ||||||||||||
Dividends Payable | 600,000 | |||||||||||
Astellas Pharma Inc. [Member] | ||||||||||||
Stock Issuance [Abstract] | ||||||||||||
Proceeds from private placement of stock | 10,000,000 | |||||||||||
Common stock issued (in shares) | 1,428,571 | |||||||||||
Sale of stock, price per share (in dollars per share) | $7 | |||||||||||
Deferred revenues | 2,526,000 | |||||||||||
Offering price per share (in dollars per share) | $7 | |||||||||||
Seaside 88, LP [Member] | ||||||||||||
Stock Issuance [Abstract] | ||||||||||||
Proceeds from private placement of stock | 6,000,000 | |||||||||||
Common stock issued (in shares) | 5,826,262 | 1,326,262 | ||||||||||
Sale of stock, price per share (in dollars per share) | $4.52 | |||||||||||
Common stock, shares issued (in shares) | 5,826,262 | 6,326,262 | ||||||||||
Number of closings | 20 | |||||||||||
Offering price per share (in dollars per share) | $4.52 | |||||||||||
Purchase price of common stock, percent (in hundredths) | 88.00% | |||||||||||
Trading period | 10 days | |||||||||||
Proceeds from sale of common stock | 18,233,000 | 6,000,000 | ||||||||||
Number of shares terminated and not sold | -500,000 | |||||||||||
Seaside 88, LP [Member] | Initial Closing Period [Member] | ||||||||||||
Stock Issuance [Abstract] | ||||||||||||
Common stock, shares issued (in shares) | 1,326,262 | |||||||||||
Purchase period of common stock | 30 days | |||||||||||
Seaside 88, LP [Member] | Every Two Weeks [Member] | ||||||||||||
Stock Issuance [Abstract] | ||||||||||||
Common stock, shares issued (in shares) | 250,000 | |||||||||||
Purchase period of common stock | 14 days | |||||||||||
Seaside 88, LP [Member] | Ten Day Trading Period [Member] | ||||||||||||
Stock Issuance [Abstract] | ||||||||||||
Purchase price of common stock, percent (in hundredths) | 90.25% | |||||||||||
Lazard Capital Markets, LLC [Member] | ||||||||||||
Stock Issuance [Abstract] | ||||||||||||
Proceeds from private placement of stock | 3,000,000 | 20,007,000 | ||||||||||
Common stock issued (in shares) | 7,020,000 | 1,053,000 | ||||||||||
Additional shares of common stock (in shares) | 1,053,000 | |||||||||||
Common stock at a purchase price (in dollars per unit) | $2.85 | |||||||||||
Sale of stock, price per share (in dollars per share) | $2.69 | |||||||||||
Purchase period of common stock | 30 days | |||||||||||
Offering price per share (in dollars per share) | $2.69 | |||||||||||
Lorem Vascular [Member] | ||||||||||||
Stock Issuance [Abstract] | ||||||||||||
Proceeds from private placement of stock | 15,000,000 | |||||||||||
Common stock issued (in shares) | 8,000,000 | |||||||||||
Sale of stock, price per share (in dollars per share) | $3 | |||||||||||
Receivables from sale of stock | 9,000,000 | |||||||||||
Offering price per share (in dollars per share) | $3 | |||||||||||
Lorem Vascular [Member] | First Closing of Stock sale [Member] | ||||||||||||
Stock Issuance [Abstract] | ||||||||||||
Proceeds from private placement of stock | 12,000,000 | |||||||||||
Common stock issued (in shares) | 4,000,000 | |||||||||||
Lorem Vascular [Member] | Second Closing of Stock sale [Member] | ||||||||||||
Stock Issuance [Abstract] | ||||||||||||
Proceeds from private placement of stock | $3,000,000 | |||||||||||
Common stock issued (in shares) | 4,000,000 | |||||||||||
Warrant liability [Member] | ||||||||||||
Stock Issuance [Abstract] | ||||||||||||
Warrant exercise price (in dollars per share) | $0.58 | $2 |
Stockholders_Rights_Plan_Detai
Stockholders Rights Plan (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Stockholders Rights Plan [Abstract] | ||
Date of dividend declared | 28-May-03 | |
Dividends payable record date | 10-Jun-03 | |
Preferred stock, conversion basis | one one-thousandth (1/1000th) of a share | |
Preferred stock, par value (in dollars per share) | $0.00 | $0.00 |
Original exercise price (in dollars per share) | $25 | |
Beneficial ownership (in hundredths) | 15.00% | |
Beneficial ownership for certain shareholders (in hundredths) | 20.00% | |
Number of days for commencement | 10 days |
Stockbased_Compensation_Detail
Stock-based Compensation (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Securities remaining and available for future issuances (in shares) | 775,977 | ||
Stock-based compensation | $3,101,000 | $3,608,000 | $3,904,000 |
Stock Option Activity [Abstract] | |||
Stock option vesting period | 4 years | ||
Stock option contractual term | 10 years | ||
Stock option vesting provisions | 12/48 of a granted award will vest after one year of service, while an additional 1/48 of the award will vest at the end of each month thereafter for 36 months, or 1/48 of the award will vest at the end of each month over a four-year period. | ||
Options [Roll Forward] | |||
Balance as of January 1, 2013 (in shares) | 8,322,289 | ||
Granted (in shares) | 3,058,190 | ||
Exercised (in shares) | -2,667 | ||
Expired (in shares) | -396,328 | ||
Cancelled/forfeited (in shares) | -1,866,136 | ||
Balance as of December 31, 2013 (in shares) | 9,115,348 | 8,322,289 | |
Vested and expected to vest at December 31, 2013 (in shares) | 9,064,341 | ||
Exercisable at December 31, 2013 (in shares) | 6,230,987 | ||
Weighted Average Exercise Price [Roll Forward] | |||
Balance as of January 1, 2013 (in dollars per share) | $4.55 | ||
Granted (in dollars per share) | $1.99 | ||
Exercised (in dollars per share) | $2.62 | ||
Expired (in dollars per share) | $4.14 | ||
Cancelled/forfeited (in dollars per share) | $3.45 | ||
Balance as of December 31, 2013 (in dollars per share) | $3.93 | $4.55 | |
Vested and expected to vest at December 31, 2013 (in dollars per share) | $3.94 | ||
Exercisable at December 31, 2013 (in dollars per share) | $4.70 | ||
Weighted Average Remaining Contractual Term (Years) [Roll Forward] | |||
Balance as of December 31, 2013 | 6 years 3 months 22 days | ||
Vested and expected to vest at December 31, 2013 | 6 years 3 months 18 days | ||
Exercisable at December 31, 2013 | 5 years 0 months 22 days | ||
Aggregate Intrinsic Value [Roll Forward] | |||
Balance | 584.4 | ||
Vested and expected to vest at end of the year | 560.47 | ||
Exercisable | 0 | ||
Weighted Average Remaining Contractual Terms (years) [Abstract] | |||
Total intrinsic value of stock options exercised | 200 | 3,500 | 311,000 |
Black-Scholes-Merton option valuation model based on weighted-average assumptions [Abstract] | |||
Expected term | 6 years | 6 years | 5 years 2 months 12 days |
Risk-free interest rate (in hundredths) | 1.86% | 1.12% | 0.83% |
Volatility (in hundredths) | 77.52% | 75.27% | 75.63% |
Dividends (in hundredths) | 0.00% | 0.00% | 0.00% |
Resulting weighted average grant date fair value (in dollars per share) | $1.35 | $1.72 | $1.96 |
Total compensation cost recognized for the stock options and restricted stock awards [Abstract] | |||
Total compensation cost for share-based payment arrangements recognized in the statement of operations (net of tax of $0) | 3,101,000 | 3,608,000 | 3,904,000 |
Total compensation cost for share-based payment arrangements recognized in the statement of operations, tax | 0 | 0 | 0 |
Total unamortized compensation cost related to outstanding unvested stock options and restricted stock awards | 3,944,000 | ||
Total unamortized compensation cost related to outstanding vested stock options and restricted stock awards | 3,944,000 | ||
Weighted average period for recognition of cost | 1 year 9 months 7 days | ||
Cash received from stock option and warrant exercises | 4,151,000 | 225,000 | 1,413,000 |
Restricted Stock Awards [Member] | |||
Restricted Stock Awards, Performance-Based Restricted Stock Awards [Roll Forward] | |||
Outstanding, Beginning Balance (in shares) | 106,341 | ||
Granted (in shares) | 115,808 | ||
Exercised/Released (in shares) | -12,200 | ||
Cancelled/forfeited (in shares) | -16,826 | ||
Outstanding, Ending Balance (in shares) | 193,123 | ||
Vested and expected to vest at December 31, 2013 (in shares) | 193,123 | ||
Exercisable at December 31, 2013 (in shares) | 83,641 | ||
Weighted Average Grant Date Fair Value [Roll Forward] | |||
Balance as of January 1, 2013 (in dollars per share) | $3.62 | ||
Granted (in dollars per share) | $2.50 | ||
Exercised/Released (in dollars per share) | $2.80 | ||
Cancelled/forfeited (in dollars per share) | $2.51 | ||
Balance as of December 31, 2013 (in dollars per share) | $3.10 | ||
Weighted Average Exercise Price [Abstract] | |||
Balance as of December 31, 2013 (in dollars per share) | $3.10 | ||
Vested and expected to vest at December 31, 2013 (in dollars per share) | $3.10 | ||
Exercisable at December 31, 2013 (in dollars per share) | $3.91 | ||
Weighted Average Remaining Contractual Terms (years) [Abstract] | |||
Balance as of December 31, 2013 | 8 years 3 months 25 days | ||
Vested and expected to vest | 7 years 2 months 16 days | ||
Exercisable at December 31, 2013 | 8 years 3 months 25 days | ||
Performance Shares [Member] | |||
Restricted Stock Awards, Performance-Based Restricted Stock Awards [Roll Forward] | |||
Vested (in shares) | 0 | ||
1997 Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Maximum issuance of common stock (in shares) | 7,000,000 | ||
Share-based compensation, expiration date | 22-Oct-07 | ||
2004 Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Maximum issuance of common stock (in shares) | 3,000,000 | ||
Maximum limit for increase in outstanding stock (in hundredths) | 2.00% | ||
Securities remaining and available for future issuances (in shares) | 700,647 | ||
Employee Stock Purchase Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation | 75,000 | ||
Total compensation cost recognized for the stock options and restricted stock awards [Abstract] | |||
Total compensation cost for share-based payment arrangements recognized in the statement of operations (net of tax of $0) | $75,000 | ||
2014 Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Common stock shares to be issued (in shares) | 3,975,000 | ||
Securities remaining and available for future issuances (in shares) | 3,697,000 |
Related_Party_Transactions_Det
Related Party Transactions (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Related Party Transaction [Line Items] | |||
Sales pursuant to the License/Supply agreement | $0 | $1,845,000 | $0 |
Olympus Corporation [Member] | |||
Related Party Transaction [Line Items] | |||
Beneficial owner, maximum ownership percentage (in hundredths) | 5.00% | 5.00% | 5.00% |
Lorem Vascular Pty. Ltd. [Member] | |||
Related Party Transaction [Line Items] | |||
Beneficial owner, maximum ownership percentage (in hundredths) | 5.00% | ||
Sales pursuant to the License/Supply agreement | $1,845,000 |
Quarterly_Information_unaudite2
Quarterly Information (unaudited) (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Quarterly Information (unaudited) [Abstract] | |||||||||||
Product revenues | $2,469,000 | $518,000 | $935,000 | $1,031,000 | $2,706,000 | $1,616,000 | $1,408,000 | $1,392,000 | $4,953,000 | $7,122,000 | $8,709,000 |
Gross profit | 1,053,000 | 181,000 | 169,000 | 610,000 | 1,580,000 | 685,000 | 800,000 | 636,000 | 2,013,000 | 3,701,000 | 4,709,000 |
Development revenues | 1,301,000 | 585,000 | 356,000 | 403,000 | 754,000 | 1,095,000 | 859,000 | 2,366,000 | 2,645,000 | 5,074,000 | 5,792,000 |
Operating expenses | -6,669,000 | -8,656,000 | -11,210,000 | -10,560,000 | -11,452,000 | -10,241,000 | -8,022,000 | -9,739,000 | 37,095,000 | 39,454,000 | 38,919,000 |
Other income (expense) | -1,440,000 | -1,495,000 | -1,143,000 | -853,000 | -923,000 | 3,203,000 | 3,152,000 | -930,000 | -4,931,000 | 4,502,000 | -3,861,000 |
Net loss for the year ended | -5,755,000 | -9,385,000 | -11,828,000 | -10,400,000 | -10,041,000 | -5,258,000 | -3,211,000 | -7,667,000 | -37,368,000 | -26,177,000 | -32,279,000 |
Preferred Stock Dividends and Other Adjustments | -1,169,000 | 0 | 0 | 0 | -1,169,000 | 0 | 0 | ||||
Net Income (Loss) Available to Common Stockholders, Basic | ($6,924,000) | ($9,385,000) | ($11,828,000) | ($10,400,000) | ($38,537,000) | ($26,177,000) | ($32,279,000) | ||||
Basic and diluted net loss per share (in dollars per share) | ($0.08) | ($0.12) | ($0.15) | ($0.14) | ($0.14) | ($0.08) | ($0.05) | ($0.11) | ($0.48) | ($0.39) | ($0.55) |
SCHEDULE_II_VALUATION_AND_QUAL1
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS (Details) (Allowance for Doubtful Accounts [Member], USD $) | 12 Months Ended | |||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |||
Allowance for Doubtful Accounts [Member] | ||||||
Valuation and Qualifying Accounts Disclosure [Line Items] | ||||||
Balance at beginning of year | $1,445 | $278 | $474 | |||
Additions | 1,084 | [1] | 1,141 | [1] | 144 | [1] |
Deductions | -995 | [2] | -16 | [2] | -313 | [2] |
Other | -11 | [3] | 42 | [3] | -27 | [3] |
Balance at end of year | $1,523 | $1,445 | $278 | |||
[1] | Includes charges to costs and expenses, net of any equipment recovered | |||||
[2] | Includes deductions for uncollectible accounts receivable, net of any equipment recovered | |||||
[3] | Miscellaneous activity for product sales recognized on a cash basis |