Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Apr. 18, 2017 | Jun. 30, 2016 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2016 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | CDNA | ||
Entity Registrant Name | CareDx, Inc. | ||
Entity Central Index Key | 1,217,234 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Common Stock, Shares Outstanding | 21,391,266 | ||
Entity Public Float | $ 49,002,299 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 17,258 | $ 29,888 |
Accounts receivable | 2,768 | 2,367 |
Inventory | 5,461 | 766 |
Prepaid and other assets | 1,186 | 1,341 |
Total current assets | 26,673 | 34,362 |
Property and equipment, net | 2,931 | 2,425 |
Intangible assets, net | 33,124 | 6,650 |
Goodwill | 13,839 | 12,005 |
Restricted cash | 143 | 147 |
Other noncurrent assets | 20 | 49 |
Total assets | 76,730 | 55,638 |
Current liabilities: | ||
Accounts payable | 3,065 | 1,644 |
Accrued payroll liabilities | 3,851 | 2,366 |
Accrued and other liabilities | 5,320 | 2,892 |
Accrued royalties | 263 | 242 |
Deferred revenue | 42 | 142 |
Deferred purchase consideration | 5,445 | 0 |
Current portion of long-term debt | 22,846 | 2,866 |
Total current liabilities | 40,832 | 10,152 |
Deferred rent, net of current portion | 1,301 | 1,426 |
Deferred revenue, net of current portion | 759 | 703 |
Deferred tax liability | 6,057 | 0 |
Long-term debt, net of current portion | 1,098 | 12,887 |
Contingent consideration | 492 | 948 |
Common stock warrant liability | 5,208 | 0 |
Other liabilities | 1,222 | 28 |
Total liabilities | 56,969 | 26,144 |
Commitments and contingencies (Note 8) | 0 | 0 |
Stockholders’ equity: | ||
Preferred stock: $0.001 par value; 10,000,000 shares authorized at December 31, 2016 and 2015; no shares issued and outstanding at December 31, 2016 and 2015 | 0 | 0 |
Common stock: $0.001 par value; 100,000,000 shares authorized at December 31, 2016 and 2015; 21,278,373 and 11,902,363 shares issued and outstanding at December 31, 2016 and 2015, respectively | 21 | 12 |
Additional paid-in capital | 235,673 | 202,566 |
Accumulated other comprehensive loss | (3,659) | 0 |
Accumulated deficit | (212,553) | (173,084) |
Total CareDx, Inc. stockholders’ equity | 19,482 | 29,494 |
Noncontrolling interest | 279 | 0 |
Total stockholders’ equity | 19,761 | 29,494 |
Total liabilities and stockholders’ equity | $ 76,730 | $ 55,638 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2016 | Dec. 31, 2015 |
Statement Of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 21,278,373 | 11,902,363 |
Common stock, shares outstanding | 21,278,373 | 11,902,363 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Revenue: | |||
Testing revenue | $ 29,680 | $ 27,881 | $ 25,842 |
Product revenue | 10,715 | 0 | 0 |
Collaboration and license revenue | 236 | 263 | 1,464 |
Total revenue | 40,631 | 28,144 | 27,306 |
Operating expenses: | |||
Cost of testing | 10,882 | 10,273 | 8,541 |
Cost of product | 10,240 | 0 | 0 |
Research and development | 12,385 | 9,333 | 3,846 |
Sales and marketing | 11,166 | 8,349 | 6,472 |
General and administrative | 20,725 | 12,247 | 8,436 |
Goodwill impairment | 13,021 | 0 | 0 |
Change in estimated fair value of contingent consideration | (456) | (126) | (1,239) |
Total operating expenses | 77,963 | 40,076 | 26,056 |
(Loss) income from operations | (37,332) | (11,932) | 1,250 |
Interest expense, net | (1,860) | (1,587) | (2,116) |
Other (expense) income, net | (1,920) | (188) | (78) |
Change in estimated fair value of common stock warrant and derivative liabilities | (250) | 0 | 225 |
Loss before income taxes | (41,362) | (13,707) | (719) |
Income tax benefit | 1,606 | 0 | 1,500 |
Net (loss) income | (39,756) | (13,707) | 781 |
Net (loss) income attributable to noncontrolling interest | (287) | 0 | 0 |
Net (loss) income attributable to CareDx, Inc. | $ (39,469) | $ (13,707) | $ 781 |
Net (loss) income per share attributable to CareDx, Inc. (Note 3): | |||
Basic | $ (2.39) | $ (1.16) | $ 0.13 |
Diluted | $ (2.39) | $ (1.16) | $ 0.10 |
Weighted average shares used to compute net (loss) income per share attributable to CareDx, Inc.: | |||
Basic | 16,496,911 | 11,860,885 | 5,815,928 |
Diluted | 16,496,911 | 11,860,885 | 9,283,001 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Statement Of Income And Comprehensive Income [Abstract] | |||
Net (loss) income | $ (39,756) | $ (13,707) | $ 781 |
Other comprehensive loss: | |||
Foreign currency translation adjustments | (3,727) | 0 | 0 |
Total comprehensive loss | (43,483) | (13,707) | 781 |
Comprehensive loss attributable to noncontrolling interest | (355) | 0 | 0 |
Comprehensive loss attributable to CareDx, Inc. | $ (43,128) | $ (13,707) | $ 781 |
Consolidated Statements of Conv
Consolidated Statements of Convertible Preferred Stock and Stockholders' (Deficit) Equity - USD ($) $ in Thousands | Total | Convertible Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Other Comprehensive Income [Member] | Accumulated Deficit [Member] | Noncontrolling Interest [Member] |
Beginning Balance at Dec. 31, 2013 | $ (150,675) | $ 135,202 | $ 1 | $ 9,482 | $ 0 | $ (160,158) | $ 0 |
Beginning Balance, Shares at Dec. 31, 2013 | 5,155,673 | 1,010,711 | |||||
Convertible preferred stock Series G issued for the acquisition of ImmuMetrix, Inc. | 0 | $ 14,242 | $ 0 | 0 | 0 | 0 | 0 |
Convertible preferred stock Series G issued for the acquisition of ImmuMetrix, Inc., Shares | 888,135 | 0 | |||||
Conversion of convertible preferred stock to common stock upon initial public offering | 149,444 | $ (149,444) | $ 6 | 149,438 | 0 | 0 | 0 |
Conversion of convertible preferred stock to common stock upon initial public offering, Shares | (6,043,808) | 6,048,220 | |||||
Conversion of subordinated convertible note to common stock upon initial public offering | 5,108 | $ 0 | $ 1 | 5,107 | 0 | 0 | 0 |
Conversion of subordinated convertible note to common stock upon initial public offering, Shares | 0 | 510,777 | |||||
Conversion of convertible preferred stock warrants to common stock warrants upon initial public offering | 539 | $ 0 | $ 0 | 539 | 0 | 0 | 0 |
Issuance of common stock upon initial public offering, net of offering costs | 35,511 | $ 0 | $ 4 | 35,507 | 0 | 0 | 0 |
Issuance of common stock upon initial public offering, net of offering costs, Shares | 0 | 4,220,000 | |||||
Issuance of common stock for Board of Director services | 34 | $ 0 | $ 0 | 34 | 0 | 0 | 0 |
Issuance of common stock for Board of Director services, Shares | 0 | 4,899 | |||||
Issuance of common stock for cash upon exercise of stock options | $ 19 | $ 0 | $ 0 | 19 | 0 | 0 | 0 |
Issuance of common stock for cash upon exercise of stock options, Shares | 9,363 | 0 | 9,363 | ||||
Employee and non-employee share-based compensation expense | $ 535 | $ 0 | $ 0 | 535 | 0 | 0 | 0 |
Components of other comprehensive loss: | |||||||
Foreign currency translation adjustment | 0 | ||||||
Net (loss) income | 781 | 0 | 0 | 0 | 0 | 781 | 0 |
Total comprehensive loss | 781 | ||||||
Ending Balance at Dec. 31, 2014 | 41,296 | $ 0 | $ 12 | 200,661 | 0 | (159,377) | 0 |
Ending Balance, Shares at Dec. 31, 2014 | 0 | 11,803,970 | |||||
Issuance of common stock for Board of Director services | 223 | $ 0 | $ 0 | 223 | 0 | 0 | 0 |
Issuance of common stock for Board of Director services, Shares | 0 | 38,121 | |||||
Issuance of common stock for cash upon exercise of stock options | $ 46 | $ 0 | $ 0 | 46 | 0 | 0 | 0 |
Issuance of common stock for cash upon exercise of stock options, Shares | 23,576 | 0 | 23,576 | ||||
Issuance of common stock under equity incentive plans | $ 203 | $ 0 | $ 0 | 203 | 0 | 0 | 0 |
Issuance of common stock under equity incentive plans, Shares | 0 | 36,696 | |||||
Employee and non-employee share-based compensation expense | 1,343 | $ 0 | $ 0 | 1,343 | 0 | 0 | 0 |
Issuance of warrants to purchase common stock in exchange for debt financing | 90 | 0 | 0 | 90 | 0 | 0 | 0 |
Components of other comprehensive loss: | |||||||
Foreign currency translation adjustment | 0 | ||||||
Net (loss) income | (13,707) | 0 | 0 | 0 | 0 | (13,707) | 0 |
Total comprehensive loss | (13,707) | ||||||
Ending Balance at Dec. 31, 2015 | 29,494 | $ 0 | $ 12 | 202,566 | 0 | (173,084) | 0 |
Ending Balance, Shares at Dec. 31, 2015 | 0 | 11,902,363 | |||||
Issuance of common stock in connection with business acquisition | 7,205 | $ 0 | $ 1 | 7,204 | 0 | 0 | 0 |
Issuance of common stock in connection with business acquisition, Shares | 0 | 1,375,029 | |||||
Issuance of preferred stock through private placement and subsequent financing | 13,064 | $ 5 | $ 0 | 13,064 | 0 | 0 | 0 |
Issuance of preferred stock through private placement and subsequent financing, Shares | 4,630,145 | ||||||
Conversion of convertible private placement and subsequent financing preferred stock to common stock | 5 | $ (5) | $ 5 | 0 | 0 | 0 | 0 |
Conversion of convertible private placement and subsequent financing preferred stock to common stock, Shares | (4,630,145) | 4,630,145 | |||||
Issuance of common stock through private placement and subsequent financing | 2,596 | $ 0 | $ 1 | 2,595 | 0 | 0 | 0 |
Issuance of common stock through private placement and subsequent financing, Shares | 926,029 | ||||||
Issuance of common stock upon initial public offering, net of offering costs | 7,925 | $ 0 | $ 2 | 7,923 | 0 | 0 | 0 |
Issuance of common stock upon initial public offering, net of offering costs, Shares | 0 | 2,283,392 | |||||
Issuance of common stock for Board of Director services | 304 | $ 0 | $ 0 | 304 | 0 | 0 | 0 |
Issuance of common stock for Board of Director services, Shares | 0 | 61,921 | |||||
Issuance of common stock for cash upon exercise of stock options | $ 19 | $ 0 | $ 0 | 19 | 0 | 0 | 0 |
Issuance of common stock for cash upon exercise of stock options, Shares | 5,688 | 0 | 5,688 | ||||
Issuance of common stock under equity incentive plans | $ 304 | $ 0 | $ 0 | 304 | 0 | 0 | 0 |
Issuance of common stock under equity incentive plans, Shares | 0 | 93,806 | |||||
Employee and non-employee share-based compensation expense | 1,694 | $ 0 | $ 0 | 1,694 | 0 | 0 | 0 |
Noncontrolling interest upon acquisition | 634 | 0 | 0 | 0 | 0 | 0 | 634 |
Components of other comprehensive loss: | |||||||
Foreign currency translation adjustment | (3,727) | 0 | 0 | 0 | (3,659) | 0 | (68) |
Net (loss) income | (39,756) | 0 | 0 | 0 | 0 | (39,469) | (287) |
Total comprehensive loss | (43,483) | 0 | 0 | 0 | 0 | 0 | 0 |
Ending Balance at Dec. 31, 2016 | $ 19,761 | $ 0 | $ 21 | $ 235,673 | $ (3,659) | $ (212,553) | $ 279 |
Ending Balance, Shares at Dec. 31, 2016 | 0 | 21,278,373 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
Operating activities: | |||
Net (loss) income | $ (39,756) | $ (13,707) | $ 781 |
Adjustments to reconcile net (loss) income to net cash used in operating activities: | |||
Depreciation and amortization | 2,920 | 796 | 512 |
Amortization of inventory fair market value adjustment | 4,175 | 0 | 0 |
Gain on disposal of property and equipment | 0 | (2) | 0 |
Stock-based compensation | 1,998 | 1,341 | 535 |
Amortization of deferred revenue | (45) | (130) | (727) |
Amortization of debt discount and noncash interest expense | (101) | 247 | 799 |
Revaluation of contingent consideration to estimated fair value | (456) | (126) | (1,239) |
Revaluation of warrants and derivative liabilities to estimated fair value | 250 | 0 | (225) |
Non-cash goodwill impairment | 13,021 | 0 | 0 |
Non-cash income tax benefit in connection with business acquisition | 0 | 0 | (1,500) |
Changes in operating assets and liabilities: | |||
Accounts receivable | 1,047 | 320 | (417) |
Inventory | 492 | (80) | (168) |
Prepaid and other assets | 999 | (823) | (310) |
Accounts payable | (620) | 489 | 510 |
Accrued payroll liabilities | 977 | 682 | 298 |
Accrued royalties | 21 | 1 | (2,563) |
Accrued and other liabilities | (105) | 1,240 | 364 |
Change in deferred taxes | (1,340) | 0 | 0 |
Net cash used in operating activities | (16,523) | (9,752) | (3,350) |
Investing activities: | |||
Purchase of property and equipment | (549) | (1,199) | (733) |
Payment for acquisitions, net of cash acquired | (20,568) | 0 | (600) |
Net cash used in investing activities | (21,117) | (1,199) | (1,333) |
Financing activities: | |||
Proceeds from initial public offering, net of underwriters’ discount | 0 | 0 | 39,246 |
Payments of initial public offering costs | 0 | 0 | (3,733) |
Proceeds from subordinated convertible debt, net of issuance costs | 0 | 0 | 4,982 |
Proceeds from issuance of common stock, net of issuance costs | 7,926 | 0 | 0 |
Proceeds from debt, net of issuance costs | 0 | 15,625 | 0 |
Proceeds from private placement and subsequent financing, net of issuance costs | 20,622 | 0 | 0 |
Proceeds from exercise of stock options | 19 | 46 | 19 |
Proceeds from issuances of common stock under equity incentive plans | 304 | 203 | 0 |
Principal payments on debt and capital lease obligations | (3,944) | (11,466) | (4,528) |
Net cash provided by (used in) financing activities | 24,927 | 4,408 | 35,986 |
Effect of exchange rate changes on cash and cash equivalents | 83 | 0 | 0 |
Net (decrease) increase in cash and cash equivalents | (12,630) | (6,543) | 31,303 |
Cash and cash equivalents at beginning of period | 29,888 | 36,431 | 5,128 |
Cash and cash equivalents at end of period | 17,258 | 29,888 | 36,431 |
Supplemental disclosures of cash information | |||
Cash paid for interest | 867 | 1,364 | 1,207 |
Supplemental disclosures of noncash investing and financing activities | |||
Property and equipment purchased under capital leases | 0 | 25 | 193 |
Common stock issued for acquisition | 7,205 | 0 | 14,242 |
Debt assumed as part of acquisition | 13,421 | 0 | 0 |
Deferred purchase consideration | 5,700 | 0 | 0 |
Conversion of convertible private placement and subsequent financing preferred stock to common stock | 13,064 | 0 | 0 |
Conversion of convertible preferred stock to common stock upon initial public offering | 0 | 0 | 149,444 |
Conversion of convertible preferred stock warrants to common stock warrants upon initial public offering | 0 | 0 | 539 |
Conversion of convertible preferred stock to common stock upon initial public offering | 0 | 0 | 5,108 |
Issuance of common stock for Board of Director services | 304 | 223 | 34 |
Common stock warrants issued upon debt financing | $ 0 | $ 90 | $ 0 |
Organization and Description of
Organization and Description of Business | 12 Months Ended |
Dec. 31, 2016 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization and Description of Business | 1. ORGANIZATION AND DESCRIPTION OF BUSINESS CareDx, Inc. (“CareDx” or the “Company”) together with its subsidiary Allenex AB (“Allenex” or “Olerup”) and its subsidiaries, is a global transplant diagnostics company with product offerings along the pre- and post-transplant continuum. The Company focuses on discovery, development and commercialization of clinically differentiated, high-value diagnostic surveillance solutions for transplant patients. In post-transplant diagnostics, the Company offers AlloMap®, which is a heart transplant molecular test (“AlloMap”). In pre-transplant diagnostics, the Company offers Olerup SSP®, a set of Human Leukocyte Antigen (“HLA”) typing used prior to hematopoietic stem cell/bone marrow transplantation and organ transplantation. AlloMap is a gene expression test that helps clinicians monitor and identify heart transplant recipients with stable graft function who have a low probability of moderate to severe acute cellular rejection. Since 2008, the Company has sought to expand the adoption and utilization of its AlloMap solution through ongoing studies to substantiate the clinical utility and actionability of AlloMap, secure positive reimbursement decisions for AlloMap from large private and public payers, develop and enhance its relationships with key members of the transplant community, including opinion leaders at major transplant centers, and explore opportunities and technologies for the development of additional solutions for post-transplant surveillance. The Company believes the use of AlloMap, in conjunction with other clinical indicators, can help healthcare providers and their patients better manage long-term care following a heart transplant. In particular, the Company believes AlloMap can improve patient care by helping healthcare providers avoid the use of unnecessary, invasive surveillance biopsies and determine the appropriate dosage levels of immunosuppressants. AlloMap has received 510(k) clearance from the U.S. Food and Drug Administration (the “FDA”) for marketing and sale as a test to aid in the identification of recipients with a low probability of moderate or severe acute cellular rejection. A 510(k) submission is a premarketing submission made to the FDA. Clearance may be granted by the FDA if it finds the device or test provides satisfactory evidence pertaining to the claimed intended uses and indications for the device or test. The Company is also pursuing the development of additional products for transplant monitoring using a variety of technologies, including AlloSure®, its proprietary next-generation sequencing-based test to detect donor-derived cell-free DNA (“dd-cfDNA”) after transplantation. Through the acquisition of ImmuMetrix, Inc. (“IMX”), a privately held development-stage company working on dd-cfDNA-based solutions in transplantation and other fields, the Company added to its existing know-how, expertise, and intellectual property the ability to apply dd-cfDNA technology to the surveillance of transplant recipients, which has contributed to the development of AlloSure. With the acquisition of Allenex, the Company develops, manufactures, markets and sells high quality products that increase the chance of successful transplants by facilitating a better match between a donor and a recipient of stem cells and organs. Olerup SSP is used to type HLA alleles based on the sequence specific primer (“SSP”) technology and has a market in Europe and selected other markets for pre-transplant solutions. The Company also offers XM-ONE®, a standardized test that identifies a patient’s antigens against HLA Class I or Class II, as well as antibodies against a donor’s endothelium. This cross-match test has primarily been used prior to kidney transplants. The Company, by way of Olerup’s sales and distribution agreement with Conexio Genomics Pty Ltd (“Conexio”) (since acquired by Illumina, Inc.) offers a complete product range for sequence-based typing (“SBT”) of HLA alleles. SBT Resolver is a test kit for sequence based HLA typing, while AssignSBT is the companion software for sequence analysis. Because this SBT technology is primarily used in larger typing laboratories, it is a good complement to SSP technology, which is more appropriate for smaller centers. In 2014, Olerup began active development of a new HLA typing product, QTYPE, that uses real-time polymerase chain reaction (“PCR”) methodology. QTYPE was commercially launched at the end of September 2016. This technology is based on SSP technology, which Olerup was well-situated to develop. The Company’s headquarters are in Brisbane, California; primary operations are in Brisbane and Stockholm, Sweden; and it operates in two reportable segments. Liquidity and Going Concern The Company adopted FASB issued ASU No. 2014-15, Presentation of Financial Statements - Going Concern (Subtopic 205-40) effective December 31, 2016, which requires the Company to make certain disclosures if it concludes that there is substantial doubt about the entity’s ability to continue as a going concern within one year from the date of the issuance of these financial statements. The Company has incurred significant losses and negative cash flows from operations since its inception and had an accumulated deficit of $ million at December 31, 2016. As of December 31, 2016, the Company had cash and cash of debt outstanding under its debt and capital lease obligations, net of debt discount. As discussed in Note 18, in March 2017, the Company received net proceeds of $24.0 million in connection with the issuance of a debt obligation to JGB Collateral LLC and certain of its affiliates (“JGB”), of which $11.2 million was used to repay the Company’s outstanding debt obligations to East West Bank. In addition, the debt agreement requires the Company to maintain a minimum of $9.4 million of cash at a named financial institution. These funds are restricted as to withdrawal and are not available to the Company to fund its operations or repay indebtedness. Pursuant to the Company’s convertible debt financing agreements, the Company is required to file a registration statement with the SEC registering for resale the shares underlying the securities issued or issuable to JGB in the financing. Because the Company failed to file the registration statement with the SEC by April 17, 2017, commencing on April 18, 2017, the Company began accruing liquidated damages payable to JGB at a rate of approximately $7,000 per day. These damages will continue to accrue at the same rate on a daily basis until the registration statement is filed with the SEC. Due to insufficient working capital in Allenex, a debt covenant in the Company’s Term Loan Facility Agreement (the “Term Loan Facility”) with Danske Bank A/S (“Danske”) relating to maintaining an adequate leverage ratio was violated at each of June 30, 2016, September 30, 2016 and December 31, 2016. The Company obtained waivers from Danske for the violations of the debt covenant as of June 30, 2016 and September 30, 2016. For the violation as of December 31, 2016, the Company received a conditional waiver from Danske based on the preliminary consolidated financial statements for Allenex as of and for the three months and year ended December 31, 2016 prepared under International Financial Reporting Standards as adopted in Sweden and for regulatory reporting in Sweden. Any change to the preliminary Allenex consolidated financial statements could result in a withdrawal of the conditional waiver and could result in Danske demanding repayment of the debt outstanding. W Absent Danske not demanding repayment of the outstanding debt, the Company believes that its cash and cash equivalents of $17.3 million at December 31, 2016, expected revenues and the available net proceeds available to the Company from the debt agreement with JGB will be sufficient to allow the Company to fund its current operations into the quarter ended June 30, 2017. The Company will require additional financing and/or refinancing of its current debt obligations to fund working capital, repay debt and pay its obligations. The Company may pursue financing and refinancing opportunities in both the private and public debt and equity markets through sales of debt or equity securities. Additional financing might include one or more offerings and one or more of a combination of discounted or at-the-market common stock, securities convertible into or exchangeable for shares of common stock, warrants or other rights to purchase or acquire common stock. However, there can be no assurance that the Company will be successful in acquiring additional funding at levels sufficient to fund its operations or on terms favorable to the Company. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of one year from the date of the issuance of these financial statements. Moreover, the Company does not believe that it will have sufficient cash to meet its projected operating requirements for the next 12 months from the consolidated balance sheet date included in the Annual Report on Form 10-K unless it raises additional financing. If the Company is unsuccessful in its efforts to raise additional financing and/or refinance the Company’s indebtedness in the near term, the Company will be required to significantly reduce or cease operations. Additionally, due to the substantial doubt about the Company’s ability to continue operating as a going concern and the material adverse change clause in the loan agreement with East West Bank, the entire amount of borrowings at December 31, 2016 has been classified as current in these financial statements. East West Bank has not invoked the material adverse change clause. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern through December 31, 2016, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The financial statements do not reflect any adjustments relating to the recoverability and reclassifications of assets and liabilities that might be necessary if the Company is unable to continue as a going concern. Reverse Stock Split, and Increase in Authorized Shares On July 1, 2014, the Company’s Board of Directors approved an amendment to the Company’s Certificate of Incorporation to reflect a 1 for 6.85 reverse stock split (the “Reverse Stock Split”) of the Company’s outstanding common stock and convertible preferred stock and increase the authorized common stock to 10,000,000 shares, after giving effect to the Reverse Stock Split. The Reverse Stock Split became effective July 14, 2014. The par value per share was not adjusted as a result of the Reverse Stock Split. Effective July 22, 2014, the Company’s certificate of incorporation was amended and restated to provide for 100,000,000 authorized shares of common stock with a par value of $0.001 per share, and 10,000,000 authorized shares of preferred stock with a par value of $0.001 per share. All authorized, issued and outstanding shares of common stock, convertible preferred stock, options and warrants to purchase common or preferred stock and related per share amounts contained in the financial statements have been retroactively adjusted to reflect the Reverse Stock Split for all periods presented. Initial Public Offering On July 22, 2014, the Company closed its initial public offering (“IPO”) of 4,000,000 shares of its common stock, and issued an additional 220,000 shares of common stock on August 13, 2014 pursuant to the exercise of the over-allotment option granted to its underwriters. The public offering price of the shares sold in the IPO was $10.00 per share. The total proceeds from the IPO to the Company, net of underwriting discounts and commissions of $3.0 million, were $39.2 million. After deducting offering expenses payable by the Company of $3.7 million, net proceeds to the Company were $35.5 million. Upon the closing of the IPO, all shares of convertible preferred stock then outstanding converted into 6,048,220 shares of common stock, and a subordinated convertible note previously issued by the Company in the principal amount of $5.0 million converted into 510,777 shares of common stock. In addition, all of the Company’s convertible preferred stock warrants were converted into warrants to purchase common stock. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The Company’s financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries. Intercompany transactions have been eliminated. Since the Company owns less than 100% of the shares of Allenex, the Company records net loss attributable to noncontrolling interest in its condensed consolidated statements of operations equal to the percentage of the economic or ownership interest retained in such entities by the respective noncontrolling parties. Subsequent to its acquisition in 2014, the financial statements of IMX, which was the Company’s wholly-owned subsidiary and was merged into the Company, were included in the financial statements of the Company. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses in the consolidated financial statements and accompanying notes. On an ongoing basis, management evaluates its estimates, including those related to (i) revenue recognition, (ii) the differences between amounts billed and estimated receipts from payers, (iii) the determination of the accruals for clinical studies, (iv) the determination of refunds to be requested by third-party payers, (v) the fair value of assets and liabilities, including from acquisitions, (vi) inventory valuation, (vii) the valuation of warrants, Series A Preferred, and common stock issued in the Private Placement and Subsequent Financing, (viii) the fair value of contingent consideration in a business acquisition, (ix) the fair value of embedded derivatives, (x) measurement of stock-based compensation expense, (xi) the determination of the valuation allowance and estimated tax benefit associated with deferred tax assets and net deferred tax liability, (xii) any impairment of long-lived assets, including in-process technology and goodwill, and (xiii) legal contingencies. Actual results could differ from those estimates. Concentrations of Credit Risk and Other Risks and Uncertainties Financial instruments that potentially subject the Company to credit risk consist of cash and cash equivalents and accounts receivable. The Company’s policy is to invest its cash and cash equivalents in money market funds, obligations of U.S. government agencies and government-sponsored entities, commercial paper and various bank deposit accounts. These financial instruments were held in Company accounts at eight financial institutions. The counterparties to the agreements relating to the Company’s investments consist of financial institutions of high credit standing. The Company is exposed to credit risk in the event of default by the financial institutions to the extent of amounts recorded on the balance sheets which may be in excess of insured limits. The Company is also subject to credit risk from its accounts receivable, which are derived from revenue earned from AlloMap tests provided for patients located in the U.S. and billed to various third-party payers, and sales of Olerup SSP products to distributors, strategic partners and end customers in Europe, Middle East and Africa, the U.S., Latin America and other geographic regions. The Company has not experienced any significant credit losses and does not generally require collateral on receivables. For the years ended December 31, 2016, 2015 and 2014, approximately 44%, 50% and 51%, respectively, of testing revenue was paid for by Medicare. No other payers represented more than 10% of testing revenue for these periods. Product revenue accounted for 26% of total revenue for the year ended December 31, 2016. No payer accounted for more than 10% of product revenue for this period. At December 31, 2016 and 2015, approximately 27% and 35%, respectively, of accounts receivable was due from Medicare. At December 31, 2016 and 2015, approximately 6 % and 21% of accounts receivable was due from Aetna, respectively. No other payer represented more than 10% of accounts receivable at December 31, 2016 or 2015. Cash Equivalents Cash equivalents consist of short-term, highly liquid investments with original maturities of three months or less from the date of purchase. Cash equivalents consist primarily of amounts invested in money market funds. Restricted Cash Under lease agreements for certain facilities and an agreement with the State of Florida Medicaid, the Company must maintain letters of credit, minimum collateral requirements and a surety bond. These agreements are collateralized by cash. The cash used to support these arrangements is classified as long-term restricted cash on the accompanying balance sheets. Inventory Inventory is finished goods and raw materials, which consist of AlloMap reagent plates, laboratory supplies, reagents and Olerup SSP kits. Inventories are used in connection with tests performed and may also be used for research and product development efforts. Laboratory supplies subsequently designated for research and product development use are expensed. Obsolete or damaged inventories are written off and excluded from the physical inventory. Inventories are stated at the lower of actual purchased cost, determined on an average cost basis, or net realizable value at our Stockholm, Sweden, location and at the lower of actual purchased cost, determined on a first-in, first-out basis, or net realizable value at our other locations. Property and Equipment, net Property and equipment are stated at cost, less accumulated depreciation. Property and equipment are depreciated using the straight-line method over the estimated useful lives of the assets, generally three years for laboratory, computer and office equipment, and generally seven years for furniture and fixtures. Leasehold improvements are amortized over the shorter of their estimated useful lives or the remaining lease term. Assets held under capital leases are recorded at the lower of the net present value of the minimum lease payments or the fair market value of the leased asset at the inception of the lease. Amortization expense is computed using the straight-line method over the shorter of the estimated useful lives of the assets or the period of the related lease. The Company capitalizes certain costs incurred for software developed or obtained for internal use. These costs include software licenses, consulting services, and direct materials, as well as employee payroll and payroll-related costs. Capitalized internal-use software costs are depreciated over three years. Purchased Intangible Assets Amortizable intangible assets include customer relationships, developed technology, trademarks, contracts and in-process research and development (“IPR&D”) identified intangible assets acquired as part of a business combination. Intangible assets subject to amortization are amortized over their estimated useful lives. The Company tests IPR&D for impairment on an annual basis and in between annual tests if it becomes aware of events or changes that would indicate that it is more likely than not that the fair value of the assets is below their carrying amounts. The IPR&D annual impairment test is performed as of December 1 of each fiscal year. If the fair value exceeds the carrying value, then there is no impairment. Impairment losses on indefinite-lived intangible assets are recognized based solely on a comparison of the fair value of an asset to its carrying value, without consideration of any recoverability test. The Company has not identified any such impairment losses to date. Impairment of Long-lived Assets The Company evaluates its long-lived assets for indicators of possible impairment when events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. The Company then compares the carrying amounts of the assets with the future net undiscounted cash flows expected to be generated by such asset. Should an impairment exist, the impairment loss would be measured based on the excess carrying value of the asset over the asset’s fair value determined using discounted estimates of future cash flows. The Company has not identified any such impairment losses to date. Goodwill Goodwill represents the excess of the cost of an acquisition over the sum of the amounts assigned to tangible and identifiable intangible assets acquired, less liabilities assumed. Goodwill is not subject to amortization, but is tested for impairment on an annual basis and whenever events or changes in circumstances indicate the carrying amount of these assets may not be recoverable. The Company has determined that it operates in two reportable segments associated with the delivery of diagnostic tests and the development and commercialization of diagnostic products. The reporting unit’s carrying value is compared to its fair value. The estimated fair values of the reporting units are determined using either the market approach, income approach or a combination of the market and income approach. Goodwill is considered impaired if the carrying value of the reporting unit exceeds its estimated fair value. The income approach uses expected future operating results and failure to achieve these expected results may cause a future impairment of goodwill at the reporting unit. If the carrying value of the reporting unit exceeds its estimated fair value, the second step of the goodwill impairment test is performed by comparing the carrying value of the goodwill in the reporting unit to its implied fair value. The implied fair value is calculated by allocating all of the assets and liabilities of the reporting unit, including any unrecognized intangible assets, in a hypothetical analysis that calculates the implied fair value of goodwill in the same manner as if the reporting unit was being acquired in a business combination. An impairment charge is recognized for the excess of the carrying value of goodwill over its implied estimated fair value. The Company conducted its annual goodwill impairment test as of December 1, 2016 and identified an impairment of $13.0 million related to the goodwill recorded in connection with the acquisition of Allenex. See Note 6 for additional discussion regarding the impairment charge recorded. Fair Value of Financial Instruments Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining fair value, the Company considers the principal or most advantageous market in which the Company would transact, and it takes into consideration the assumptions that market participants would use when pricing the asset or liability. The Company’s assessment of the significance of a particular input to the fair value measurement of an asset or liability requires management to make judgments and to consider specific characteristics of that asset or liability. The carrying amounts of certain of the Company’s financial instruments, including cash equivalents, accounts receivable, accounts payable and accrued liabilities, approximate fair value due to their short maturities. The carrying amounts of the convertible preferred stock warrant liability and contingent consideration liability also represents their fair values. Warrants On April 14, 2016 and June 15, 2016, the Company completed the Private Placement and Subsequent Financing, respectively (as described in Note 11), which included the issuance of freestanding warrants to certain accredited investors and placement agents to purchase shares of the Company’s common stock. The exercisability of the warrants was contingent upon the receipt of the Requisite Stockholder Approval, which occurred on June 16, 2016. The freestanding warrants issued pursuant to the Private Placement and Subsequent Financing are contingently redeemable and are classified as liabilities on the consolidated balance sheet and recorded at their estimated fair value. The warrants are remeasured at each balance sheet date with changes recorded in change in estimated fair value of common stock warrant and derivative liabilities on the consolidated statements of operations. In 2015, the Company issued warrants to purchase shares of its common stock in connection with a debt financing (see Note 10). The Company accounted for these warrants as equity based on the estimated fair value of the warrants on the issuance date. The fair value of the outstanding warrants was estimated using the Black-Scholes Model. The Black-Scholes Model requires inputs such as the expected term of the warrants, expected volatility and risk-free interest rate. Certain of these inputs are subjective and require significant analysis and judgment to develop. For the estimate of the expected term, the Company used the full remaining contractual term of the warrant. The Company had freestanding warrants enabling counterparties to purchase shares of its convertible preferred stock as of December 31, 2013, which were converted to warrants to purchase common stock on the Company’s IPO date. Upon the completion of the IPO in July 2014, preferred stock warrants were converted into warrants to purchase common stock, and, accordingly, the liability was reclassified to equity and became no longer subject to remeasurement. Testing Revenue The Company recognizes revenues for tests delivered when the following criteria are met: (i) persuasive evidence that an arrangement exists; (ii) delivery has occurred or services rendered; (iii) the fee is fixed or determinable; and (iv) collectability is reasonably assured. For testing revenue, the first criterion is satisfied when a third-party payer makes a coverage decision or enters into a contractual arrangement with the Company for the test. The second criterion is satisfied when the Company performs the test and delivers the test result to the ordering physician. The third criterion is satisfied if the third-party payer’s coverage decision or reimbursement contract specifies a price for the test. The fourth criterion is satisfied based on management’s judgments regarding the collectability of the fees charged under the arrangement. Such judgments include review of past payment history. AlloMap testing may be considered investigational by some payers and not covered under their reimbursement policies. Others may cover the test, but not pay a set or determinable amount. As a result, in the absence of a reimbursement agreement or sufficient payment history, collectability cannot reasonably be assured so revenue is not recognized at the time the test is delivered. If all criteria set forth above are met, revenue is recognized. When the first, third or fourth criteria are not met but third-party payers make a payment to the Company for tests performed, the Company recognizes revenue on the cash basis in the period in which the payment is received. Revenue for tests performed is recognized on the accrual basis net of adjustments for differences between amounts billed and the estimated receipts from payers. The amount the Company expects to collect may be lower than the agreed upon amount due to several factors, such as the amount of patient co-payments, the existence of secondary payers and claim denials. Estimated receipts are based upon historical payment practices of payers. Differences between estimated and actual cash receipts are recorded as an adjustment to revenue, which have been immaterial to date. Taxes assessed by governmental authorities on revenue, including sales and value added taxes, are excluded from revenue in the statements of operations. Product Revenue Product revenue is recognized from the sale of products to end-users, distributors and strategic partners when persuasive evidence of an arrangement exists, the product is complete and tested and has been shipped or delivered, as required to transfer title and risk of loss, the sales price is fixed and determinable, collection of the resulting receivable is reasonably assured, there are no material contingencies and the Company does not have significant obligations for future performance. When collectability is not reasonably assured, the Company defers the revenue until the cash is received. Provisions for estimated future product returns and allowances are recorded in the period of the sale based on the historical and anticipated future rate of returns. Revenue is recorded net of any discounts given to the buyer. Collaboration and License Revenue The Company generates revenue from collaboration and license agreements. Collaboration and license agreements may include non-refundable upfront payments, partial or complete reimbursement of research and development costs, contingent payments based on the occurrence of specified events under the agreements, license fees and royalties on sales of products or product candidates if they are successfully commercialized. The Company’s performance obligations under the collaborations may include the transfer of intellectual property rights in the form of licenses, obligations to provide research and development services and obligations to participate on certain development committees with the collaboration partners. The Company makes judgments that affect the periods over which it recognizes revenue. The Company periodically reviews its estimated periods of performance based on the progress under each arrangement and accounts for the impact of any change in estimated periods of performance on a prospective basis. The Company recognizes contingent consideration received from the achievement of a substantive milestone in its entirety in the period in which the milestone is achieved, which the Company believes is consistent with the substance of its performance under its various license and collaboration agreements. The Company did not recognize any revenue connected with milestones during the years ended December 31, 2016, 2015 or 2014. Cost of Testing Cost of testing reflects the aggregate costs incurred in delivering the Company’s AlloMap test results to clinicians. The components of cost of testing are materials and service costs, direct labor costs, stock-based compensation, equipment and infrastructure expenses associated with testing samples, shipping, logistics and specimen processing charges to collect and transport samples and allocated overhead including rent, information technology, equipment depreciation, utilities and royalties. Costs associated with performing tests (except royalties) are recorded as the test is processed regardless of whether and when the testing revenue is recognized with respect to that test. As a result, the Company’s cost of testing as a percentage of revenue may vary significantly from period to period because the Company does not recognize all revenue in the period in which the associated costs are incurred. Royalties for licensed technology, calculated as a percentage of test revenues, are recorded as license fees in cost of testing at the time the test revenues are recognized. Cost of Product Cost of product reflects the aggregate costs incurred in delivering the Company’s products to customers. The components of cost of product are materials costs, manufacturing and kit assembly costs, direct labor costs, equipment and infrastructure expenses associated with preparing kitted products for shipment, shipping, and allocated overhead including rent, information technology, equipment depreciation and utilities. Cost of product also includes amortization of acquired developed technology and adjustments to inventory values, including write-down of impaired, slow moving or obsolete inventory. Business Combinations The Company determines and allocates the purchase price of an acquired business to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values as of the business combination date, including identifiable intangible assets which either arise from a contractual or legal right or are separable from goodwill. The Company bases the estimated fair value of identifiable intangible assets acquired in a business combination on independent valuations that use information and assumptions provided by management, which consider management’s best estimates of inputs and assumptions that a market participant would use. The Company allocates any excess purchase price over the estimated fair value assigned to the net tangible and identifiable intangible assets acquired and liabilities assumed to goodwill. The use of alternative valuation assumptions, including estimated revenue projections, growth rates, royalty rates, cash flows, discount rates, estimated useful lives and probabilities surrounding the achievement of contingent milestones could result in different purchase price allocations and amortization expense in current and future periods. In those circumstances where an acquisition involves a contingent consideration arrangement that meets the definition of a liability under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 480, Distinguishing Liabilities from Equity Transaction costs associated with acquisitions are expensed as incurred in general and administrative expenses. Results of operations and cash flows of acquired companies are included in the Company’s operating results from the date of acquisition. Research and Development Expenses Research and development expenses represent costs incurred to develop new surveillance solutions as well as continued development of the Company’s AlloMap test. These expenses include payroll and related expenses, consulting expenses, laboratory supplies, and certain allocated expenses as well as amounts incurred under certain collaboration and license agreements. Research and development costs are expensed as incurred. The Company records accruals for estimated study costs comprised of work performed by contract research organizations under contract terms. Advertising Expenses All advertising costs are expensed as incurred. Advertising expenses were insignificant during all of the periods presented. Stock-based Compensation The Company uses the Black-Scholes Model, which requires the use of estimates such as stock price volatility and expected option lives, to value employee stock options. The Company estimates the expected option lives using historical data, volatility using its own historical stock prices and stock prices of peer companies in the diagnostics industry, risk-free rates using the implied yield currently available in the U.S. Treasury zero-coupon issues with a remaining term equal to the expected option lives, and dividend yield using the Company’s expectations and historical data. The fair value of each restricted stock unit is calculated based upon the closing price of the Company’s common stock on the date of the grant. The Company uses the straight-line attribution method for recognizing compensation expense. Compensation expense is recognized on awards ultimately expected to vest and reduced for forfeitures that are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Forfeitures are estimated based on the Company’s historical experience. Compensation expense for stock options issued to nonemployees is calculated using the Black-Scholes Model and is recorded over the service performance period. Options subject to vesting are required to be periodically remeasured over their service performance period, which is generally the same as the vesting period. Income Taxes The Company accounts for income taxes under the liability method. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts expected to be realized. The Company assesses all material positions taken in any income tax return, including all significant uncertain positions, in all tax years that are still subject to assessment or challenge by relevant taxing authorities. The Company’s assessment of an uncertain tax position begins with the initial determination of the position’s sustainability and is measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. As of each balance sheet date, unresolved uncertain tax positions must be reassessed, and the Company will determine whether (i) the factors underlying the sustainability assertion have changed and (ii) the amount of the recognized tax benefit is still appropriate. The recognition and measurement of tax benefits requires significant judgment. Judgments concerning the recognition and measurement of a tax benefit may change as new information becomes available. Foreign Currency Translation The functional currency of the Company’s foreign subsidiaries is the local currency for each entity, including the Swedish Krona and the Euro. The revenue and expenses of such subsidiaries have been translated into U.S. dollars at average exchange rates prevailing during the period. Assets and liabilities have been translated at the rates of exchange on the balance sheet date. The resulting cumulative translation adjustments are reported in other comprehensive loss. Foreign currency transaction gains and losses are recognized in current operations. Comprehensive (Loss) Income Comprehensive (loss) income consists of net (loss) income and other gains and losses affecting stockholders’ equity that, under U.S. GAAP, are excluded from net income or loss. For the Company, such items consist of foreign currency translation losses. Recent Accounting Pronouncements In April 2015, the FASB issued ASU No. 2015-05, Intangibles—Goodwill and Other—Internal Use Software (Subtopic 350-40). This updated standard provides guidance to customers about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, then the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. An entity can elect to adopt the amendments either (i) prospectively to all arrangements entered into or materially modified after the effective date or (ii) retrospectively. For prospective transition, the only disclosure requirements at transition are the nature of and reason for the change in accounting principle, the transition method, and a qualitative description of the financial statement line items affected by the change. For retrospective transition, the disclosure requirements at transition include the requirements for prospective transition and quantitative information about the effects of the accounting change. The Company adopted this guidance as of January 1, 2016 as required using the prospective method. There have been no new or existing arrangements that were materially modified following the date of adoption. In November 2015, the FASB issued ASU No. 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes, which simplifies the presentation of deferred income taxes by requiring deferred tax assets and liabilities be classified as noncurrent on the balance sheet. The guidance is effective for the Company beginning on January 1, 2017 with early adoption permitted as of the beginning of any interim or annual reporting period, and it may be applied either (i) prospectively to all deferred tax assets and liabilities, or (ii) retrospectively to all periods presented. If an entity applies the guidance prospectively, the entity should disclose in the first interim and first annual period of change, the nature of and reason for the change in accounting principle and a statement that prior periods were not retrospectively adjusted. If an entity applies the guidance retrospectively, the entity is required to disclose in the first interim and first annual period of change, the nature of and reason for the change in accounting principle and quantitative information about the effects of the accounting change on prior periods. The Company adopted this guidance early as of January 1, 2016 prospectively, which required its deferred tax assets and liabilities to be reclassified from other current assets and liabilities to their respective noncurrent categories on its condensed balance sheets. As of December 31, 2016, the Company had a net noncurrent deferred tax liability of approximately $6.1 million attributable to the acquisition of Allenex. The adoption of this guidance did not result in any material impact on the Company’s condensed financial statements. In February 2016, the Financial Accounting Standards Board (the “FASB”), issued Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842), In March 2016, the FASB issued ASU 2016-06, Derivatives and Hedging: Contingent Put and Call Options in Debt Instruments In March 2016, the FASB issued ASU No 2016-09, Compensation - Stock Compensation (Topic 718) In April 2016, the FASB issued ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing . Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) Revenue from Contracts with Customers (Topic 606), , In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”) In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (a consensus of the FASB Emerging Issues Task Force) . consolidated financial statements In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business . The Company does not expect the adoption of ASU 2017-01 to have a material impact on its consolidated financial statements. In January 2017, the FASB issued ASU No. 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment . The Company is currently evaluating the impact that this guidance will have on its consolidated financial statements. |
Net (Loss) Income Per Share
Net (Loss) Income Per Share | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
Net (Loss) Income Per Share | 3. NET (LOSS) INCOME PER SHARE Basic net (loss) income per share has been computed by dividing the net (loss) income by the weighted-average number of common shares outstanding during the period, without consideration for common share equivalents. Diluted net (loss) income per share has been computed by dividing the net (loss) income by the sum of the weighted-average number of common shares and common share equivalents outstanding during the period, to the extent that such common share equivalents are dilutive. For the years ended December 31, 2016 and 2015, all common share equivalents have been excluded from the calculation of diluted net loss per share, as their effect would be antidilutive. For the year ended December 31, 2014, certain common share equivalents have been included in diluted net income per share, as their effect is dilutive. For the year ended December 31, 2014, common share equivalents include: (i) options and warrants to purchase common stock; (ii) options and warrants to purchase convertible preferred stock prior to their conversion into options and warrants to purchase common stock upon the IPO; and (iii) convertible preferred stock and the subordinated convertible note prior to their conversion into common stock upon the IPO. Common share equivalents for convertible preferred stock and the subordinated convertible note are determined using the if-converted method. Common share equivalents for options and warrants are determined using the treasury-stock method. The following tables set forth the computation of the Company’s basic and diluted net (loss) income per share (in thousands, except shares and per share data): Year Ended December 31, 2016 2015 2014 Numerator: Net (loss) income attributable to CareDx, Inc. used to compute basic net loss per share $ (39,469 ) $ (13,707 ) $ 781 Add: interest expense related to subordinated convertible note — — 364 Less: gain on change in fair value of derivative related to subordinated convertible note — — (118 ) Less: gain on extinguishment of derivative related to subordinated convertible note — — (120 ) Net (loss) income attributable to CareDx, Inc. used to compute diluted net loss per share $ (39,469 ) $ (13,707 ) $ 907 Denominator: Weighted-average shares used to compute basic net (loss) income per share attributable to CareDx, Inc. 16,496,911 11,860,885 5,815,928 Effect of potentially dilutive securities: Convertible preferred stock — — — Convertible preferred stock — — 2,972,051 Subordinated convertible note — — 134,341 Employee stock options — — 360,681 Weighted-average shares used to compute diluted net (loss) income per share attributable to CareDx, Inc. 16,496,911 11,860,885 9,283,001 Net (loss) income per share attributable to CareDx, Inc.: Basic $ (2.39 ) $ (1.16 ) $ 0.13 Diluted $ (2.39 ) $ (1.16 ) $ 0.10 The following potentially dilutive securities have been excluded from diluted net (loss) income per share, because their effect would be antidilutive: Year Ended December 31, 2016 2015 2014 Shares of common stock subject to outstanding options 1,757,309 1,577,317 539,645 Shares of common stock subject to outstanding common stock warrants 3,259,926 301,069 213,677 Restricted stock units 306,245 106,200 — Total common stock equivalents 5,323,480 1,984,586 753,322 The Company issued 4,630,145 shares of preferred stock pursuant to the Private Placement and Subsequent Financing, which were completed on April 14, 2016 and June 15, 2016, respectively. All of the preferred stock was converted to common stock upon receipt of the Requisite Stockholder Approval on June 16, 2016. As of December 31, 2016, there was no preferred stock outstanding. On September 26, 2016, the Company completed the Public Offering pursuant to which the Company issued and sold an aggregate of 2,250,000 shares of common stock. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 4. FAIR VALUE MEASUREMENTS The Company records its financial assets and liabilities at fair value except for its debt, which is recorded at amortized cost. The carrying amounts of certain financial instruments of the Company, including cash and cash equivalents, prepaid expenses and other current assets, accounts payable and accrued liabilities, approximate fair value due to their relatively short maturities. The accounting guidance for fair value provides a framework for measuring fair value, clarifies the definition of fair value, and expands disclosures regarding fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The accounting guidance establishes a three-tiered hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value as follows: • Level 1: Inputs which include quoted prices in active markets for identical assets and liabilities. • Level 2: Inputs other than Level I that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The following table sets forth the fair value of the Company’s financial assets and liabilities measured on a recurring basis, as of December 31, 2016 and 2015 (in thousands): December 31, 2016 Fair Value Measured Using (Level 1) (Level 2) (Level 3) Total Balance Assets Money market funds $ 14,497 $ — $ — $ 14,497 Liabilities Contingent consideration $ — $ — $ 492 $ 492 Warrants to purchase common stock — — 5,208 5,208 Total liabilities $ — $ — $ 5,700 $ 5,700 December 31, 2015 Fair Value Measured Using (Level 1) (Level 2) (Level 3) Total Balance Assets Money market funds $ 28,774 $ — $ — $ 28,774 Liabilities Contingent consideration $ — $ — $ 948 $ 948 The following table presents the issuances, changes in fair value and classifications of the Company’s Level 3 financial instruments that are measured at fair value on a recurring basis (in thousands): (Level 3) Contingent Consideration Liability Warrants to Purchase Common Stock Total Balance as of December 31, 2014 $ 1,074 $ — $ 1,074 Change in estimated fair value (126 ) — (126 ) Balance as of December 31, 2015 948 — 948 Warrants issued in conjunction with Private Placement and Subsequent Financing on April 14, 2016 and June 15, 2016, respectively, and Placement Agent Warrants — 4,958 4,958 Change in estimated fair value (456 ) 250 (206 ) Balance as of December 31, 2016 $ 492 $ 5,208 $ 5,700 The Company recognizes transfers between levels of the fair value hierarchy as of the end of the reporting period. There were no transfers between Level 1, Level 2 and Level 3 categories during the periods presented. In determining fair value, the Company uses various valuation approaches within the fair value measurement framework. The valuation methodologies used for the Company’s instruments measured at fair value and their classification in the valuation hierarchy are summarized below: • Money market funds —Investments in money market funds are classified within Level 1. At December 31, 2016 and 2015, money market funds were included on the balance sheets in cash and cash equivalents. • Contingent consideration —As of December 31, 2016 and 2015, the Company had a contingent obligation to issue 227,845 shares of the Company’s common stock to the former owners of IMX in conjunction with the Company’s acquisition of IMX in June 2014. The issuance will occur if the Company completes 2,500 commercial tests involving the measurement of dd-cfDNA in organ transplant recipients in the United States by June 10, 2020. The Company recorded its estimate of the fair value of the contingent consideration based on its evaluation of the probability of the achievement of the contractual conditions that would result in the payment of the contingent consideration. The fair value of the contingent consideration was estimated using the fair value of the shares to be paid if the contingency is met multiplied by management’s estimate at December 31, 2016 and 2015 of the probability of success, which management estimated to be 80% and 65%, respectively. The significant input in the Level 3 measurement not supported by market activity is the Company’s probability assessment of the milestone being met. The value of the liability is subsequently remeasured to fair value at each reporting date, and the change in estimated fair value is recorded to a component of operating expenses item captioned “change in estimated fair value of contingent consideration” until the milestone contingency is paid, expires or is no longer achievable. Increases (decreases) in the estimation of the probability percentage result in a directionally similar impact to the fair value measurement of the contingent consideration liability. The carrying amount of the contingent consideration liability represents its fair value. • Warrants to purchase common stock —As of December 31, 2016, the Company had warrants to purchase 2,978,087 shares of common stock outstanding that it issued to certain accredited investors and its placement agents following the closing of the Private Placement on April 14, 2016 and Subsequent Financing on June 15, 2016. The common stock warrants are classified as liabilities within Level 3. The Company utilized a binomial-lattice pricing model (the Monte Carlo simulation model) that involved a market condition to estimate the fair value of the warrants. The application of the Monte Carlo simulation model required the use of a number of complex assumptions including the Company’s stock price, expected life of the warrants, stock price volatility determined from the Company’s historical stock prices and stock prices of peer companies in the diagnostics industry, and risk-free rates based on the implied yield currently available in the U.S. Treasury zero-coupon issues with a remaining term equal to the expected life of the warrants. The estimated fair value of the warrants was subsequently remeasured at December 31, 2016, and the change in estimated fair value of common stock warrant liability was recorded on the Company’s condensed consolidated statements of operations. The Company’s liabilities classified as Level 3 were valued based on unobservable inputs and management’s judgment due to the absence of quoted market prices, inherent lack of liquidity and the long-term nature of the financial instruments. The Company has determined that debt at similar interest rates and terms to its current debt is not currently available to the Company and therefore the Company is unable to calculate the fair value of its debt at December 31 2016. |
Business Combination
Business Combination | 12 Months Ended |
Dec. 31, 2016 | |
Business Combinations [Abstract] | |
Business Combination | 5. BUSINESS COMBINATION Allenex On April 14, 2016, the Company acquired 98.3% of the outstanding common stock of Allenex. Allenex is a transplant diagnostic company based in Stockholm, Sweden that develops, manufactures, and sells products that help match donor organs with potential recipients prior to transplantation. The acquisition of Allenex creates an international transplant diagnostics company with product offerings along the pre- and post-transplant continuum. The combined company has a presence and direct distribution channels in the United States and Europe, with additional third party distributors in Europe and other markets around the world. Under the terms of the Conditional Share Purchase Agreements entered into on December 16, 2015, as amended, and the tender offer prospectus dated March 7, 2016, and as a result of the tender offer, the aggregate purchase consideration paid by the Company was approximately $34.1 million and consisted of (i) $26.9 million of cash, of which $5.7 million (which represents SEK 50,620,000 as of the acquisition date) was deferred purchase consideration originally payable to the Majority Shareholders by no later than March 31, 2017, subject to certain contingencies being met, and (ii) the issuance of 1,375,029 shares of the Company’s common stock valued at $7.2 million. The date by which the deferred purchase consideration was due to the Majority Shareholders was subsequently extended to July 1, 2017. In addition, interest will begin accruing on the Company’s obligations to the Majority Shareholders at a rate of 10.0% per year commencing on January 1, 2017 and will continue to accrue until the date the obligations are paid in full. Of the total cash consideration, $8.0 million of cash payable to the Majority Shareholders was deposited into an escrow account by the Company and subsequently invested in the Company by the Majority Shareholders through a purchase of the Company’s equity securities in the Subsequent Financing. Upon the completion of the Subsequent Financing, certain contingencies in the Conditional Share Purchase Agreements were waived, and the deferred purchase consideration is due to the Majority Shareholders by no later than July 1, 2017. The Company determined at the date of the acquisition that these contingencies would be waived. The Company intends to complete compulsory acquisition proceedings under Swedish law to purchase the remaining shares of Allenex. On June 8, 2016, the Company delisted Allenex’s common stock from Nasdaq Stockholm. The cash portion of the acquisition purchase price was paid from the Company’s general working capital. The acquisition of Allenex required, and the Company obtained, a consent from East West Bank (the “Consent”), as the lender under the Company’s Loan and Security Agreement, dated January 30, 2015, as amended (the “Loan Agreement”). The Consent was contingent upon the closing of a private placement financing for aggregate cash proceeds of at least $12.0 million and separately depositing into an escrow account cash of $8.0 million relating to a commitment by the Majority Shareholders to purchase the Company’s equity securities in the Subsequent Financing, all of which occurred on April 14, 2016. Pursuant to the Consent, the Company is also required to raise another $20.0 million through one or more equity financings by March 31, 2017, of which $9.0 million was raised on September 26, 2016 in the Public Offering The Company has accounted for this transaction as a business combination in exchange for total consideration of approximately $34.1 million. Under business combination accounting, the total purchase price was allocated to Allenex’s net tangible and identifiable intangible assets based on their estimated fair values as of April 14, 2016 as set forth in the table below. The excess of the purchase price over the net tangible and identifiable intangible assets was recorded as goodwill. Total acquisition-related expenses for the year ended December 31, 2016 was $4.3 million. The fair values of the assets acquired and liabilities assumed are as follows (in thousands): Total Cash $ 596 Accounts receivable 1,608 Prepaid and other assets 1,092 Inventory 9,636 Property, plant and equipment 1,057 Intangible assets 31,560 Goodwill 16,922 Deferred tax liability (8,598 ) Assumed liabilities (19,799 ) Total preliminary acquisition consideration $ 34,074 The fair value of the remaining 1.7% of noncontrolling interest in Allenex was estimated to be approximately SEK 5,100,000, or $0.6 million, as of April 14, 2016. The fair value of the noncontrolling interest was determined based on the number of outstanding shares comprising the noncontrolling interest and Allenex’s stock price of SEK 2.48 per share as of the acquisition date. The noncontrolling interest is presented as a component of stockholders’ equity on the Company’s consolidated balance sheets. Noncontrolling interest as of December 31, 2016 was as follows (in thousands): Total Noncontrolling interest at January 1, 2016 $ — Noncontrolling interest of acquired entity 634 Foreign currency effect (68 ) Loss attributable to noncontrolling interest (287 ) Noncontrolling interest at December 31, 2016 $ 279 The following (in thousands): Estimated Fair Value Estimated Useful Life (Years) Customer relationships $ 12,650 15 Developed technology 11,650 10 Acquired in-process technology 4,510 15 Trademarks 2,260 15 Acquired contracts 490 2 Total $ 31,560 Goodwill recorded from the acquisition of Allenex is primarily related to expected synergies. The goodwill resulting from the acquisition is not deductible for tax purposes Allenex’s post-acquisition results of operations for the period from April 14, 2016 through December 31, 2016 are included in the Company’s consolidated statements of operations. Since the acquisition date, total revenue of Allenex for the period from April 14, 2016 through December 31, 2016 was $10.7 million. Net loss for Allenex for the period from April 14, 2016 through December 31, 2016 was $ 17.9 Pro Forma Impact of the Acquisition of Allenex ( unaudited The following table presents pro forma results of operations and gives effect to the Allenex transaction as if the transaction had been consummated on January 1, 2015. The unaudited pro forma results of operations have been prepared for comparative purposes only and are not necessarily indicative of what would have occurred had the business combination been completed at the beginning of the period or of the results that may occur in the future. Furthermore, the pro forma financial information does not reflect the impact of any reorganization or operating efficiencies resulting from combining the two companies (in thousands). Years Ended December 31, 2016 2015 Revenue: Testing revenue $ 29,681 $ 27,881 Product revenue 15,101 15,957 Other revenue 407 578 Total revenue $ 45,189 $ 44,416 Net loss $ (32,319 ) $ (17,050 ) The unaudited pro forma financial information for the years ended December 31, 2016 and 2015 is prepared using the acquisition method of accounting and has been adjusted to give effect to the pro forma events that are: (i) directly attributable to the acquisition, (ii) factually supportable, and (iii) expected to have a continuing impact on the combined results. The pro forma adjustments directly attributable to the acquisition exclude acquisition-related expenses of $4.3 million and debt financing costs of $2.1 million relating to a six-month bridge loan with Oberland Capital SA Davos LLC (“Oberland”) that did not materialize, together with the consequential tax effects. IMX On June 10, 2014, in accordance with an agreement and plan of merger, the Company acquired IMX, a privately held development stage company working in new technologies using donor derived cell-free donor DNA (“dd-cfDNA”) technology for the diagnosis, treatment and management of transplant rejection, immune disorders and diseases, including the development of a new, non-invasive test designed to detect the early stages of solid organ transplant rejection. The Company acquired all IMX assets associated with transplant diagnostics, including related immune repertoire and infectious diseases. An IMX successor company retained the limited assets not associated with transplant diagnostics. The acquisition was structured as a tax-free reorganization. The Company acquired all of the issued and outstanding capital stock of IMX for the total estimated purchase price of $17.2 million consisting of $600,000 in cash; 911,364 shares of the Company’s Series G convertible preferred stock with an estimated fair value of $14.2 million, including 23,229 shares of the Company’s Series G convertible preferred stock with an estimated fair value of $369,000 as a result of the Company’s assumption of IMX outstanding stock options; and an additional payment of 227,845 shares of CareDx Series G convertible preferred stock if a future milestone is achieved. The Agreement provides that the milestone will be achieved if the Company completes 2,500 commercial tests involving the measurement of dd-cfDNA in organ transplant recipients in the United States no later than six years after the closing date of the acquisition. All shares of Series G Preferred Stock and options to acquire Series G Preferred Stock converted into common stock and options to acquire common stock immediately prior to the closing of the Company’s initial public offering. The additional shares to be paid for the achievement of the milestone will also be issued in common stock. The fair value of this contingent consideration was $2.3 million at the acquisition date and subjected to remeasurement at the end of each reporting period. As of December 31, 2016 and 2015, the contingent consideration fair value was $0.5 million and $0.9 million, respectively. The intellectual property acquired includes an exclusive license from Stanford University to a patent relating to the diagnosis of rejection in organ transplant recipients using dd-cfDNA. The license provides for the Company to pay royalties to Stanford University on sales of the Company’s dd-cfDNA tests. Assets acquired in the business combination consist of In-Process Technology, for which the estimated fair value was $6.7 million at the date of acquisition, and goodwill, for which the estimated fair value was $12.0 million at the date of acquisition. The in-process technology is recorded as an indefinite-life intangible asset until it reaches technological feasibility and will be tested for impairment in accordance with ASC 350, Intangibles-Goodwill and Other. Amortization into earnings will begin once the research and development activities are complete and the technology is proven to work, at which time technological feasibility will have been achieved. The Company expects that will occur at approximately the time when revenue is first generated in the marketplace, currently estimated to be during the fourth quarter of 2017. Amortization will be based on the estimated remaining useful life of the patent when the product is proven feasible, estimated to be 15 years. Amortization will be recorded using the straight line method. Accordingly, at December 31, 2016 and 2015, there was no accumulated amortization of the in-process technology intangible asset. Given that amortization has not yet begun and technological feasibility has not yet occurred, we cannot currently estimate amortization of the in-process technology asset during each of the next five years. The goodwill recorded from the acquisition of IMX is primarily related to expected synergies. Substantially all of the goodwill recognized is not deductible for tax purposes. IMX’s post-acquisition results of operations for the period from June 11, 2014 through December 31, 2014 and for the years 2015 and 2016 are included in the Company’s statements of operations. Pro Forma Impact of the Acquisition of IMX ( unaudited The following table presents pro forma results of operations and gives effect to the IMX transaction as if the transaction had been consummated on January 1, 2013. The unaudited pro forma results of operations have been prepared for comparative purposes only and are not necessarily indicative of what would have occurred had the business combination been completed at the beginning of the period or of the results that may occur in the future. Furthermore, the pro forma financial information does not reflect the impact of any reorganization or operating efficiencies resulting from combining the two companies (in thousands). Year Ended December 31, 2014 2013 Net revenue $ 27,306 $ 22,098 Net loss $ (1,080 ) $ (3,768 ) The unaudited pro forma consolidated financial information was prepared using the acquisition method of accounting and is based on the historical financial information of the Company and IMX, reflecting the Company’s and IMX’s results of operations for the years ended December 31, 2014 and 2013. The historical financial information has been adjusted to give effect to the pro forma events that are: (i) directly attributable to the acquisition, (ii) factually supportable and (iii) expected to have a continuing impact on the combined results. The unaudited pro forma consolidated financial information reflects: (a) the removal of acquisition-related costs of $1.7 million incurred by both CareDx and IMX for the year ended December 31, 2014 including the removal of $0.2 million of IMX stock-based compensation expense that resulted from modifications to options in anticipation of the acquisition; (b) the removal of a $1.5 million tax benefit for the year ended December 31, 2014 that resulted from the acquisition; (c) the addition of salaries, benefits and fees for IMX employees and consultants retained after the acquisition; and (d) the addition of the $1.5 million acquisition-related tax benefit for the year ended December 31, 2013, as if the acquisition had occurred on January 1, 2013 and the benefit had been recognized during the year ended December 31, 2013. Acquisition related expenses are primarily included in general and administrative expenses. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 6. GOODWILL AND INTANGIBLE ASSETS Goodwill Goodwill is recorded when the purchase price of an acquisition exceeds the fair value of the net tangible and identified intangible assets acquired. The following table presents details of the Company’s goodwill for the year ended December 31, 2016 (in thousands): CareDx Allenex Total Balance as of December 31, 2015 $ 12,005 $ — $ 12,005 Goodwill acquired — 16,922 16,922 Goodwill impairment — (13,021 ) (13,021 ) Foreign currency translation adjustments — (2,067 ) (2,067 ) Balance as of December 31, 2016 $ 12,005 $ 1,834 13,839 The gross carrying amount of goodwill may change due to the effects of foreign currency fluctuations as a result of acquiring an entity with a functional currency other than the U.S. dollar. Goodwill is tested annually for impairment at the reporting unit level during the fourth quarter or earlier upon the occurrence of certain events or substantive changes in circumstances. A reporting unit is either the "operating segment level" or one level below, which is referred to as a "component." The level at which the impairment test is performed requires judgment as to whether the operations below the operating segment constitute a self-sustaining business or whether the operations are similar such that they should be aggregated for purposes of the impairment test. The Company has concluded that it has two reporting units: CareDx (associated with the delivery of diagnostic tests) and Olerup (the development and commercialization of diagnostic products). The Company tested its goodwill for impairments as of December 1, 2016. The Company performed step one of its annual Goodwill impairment test and determined that the fair value of the Olerup reporting unit was $1.7 million, which was lower than its carrying value. A reduction in the Company’s forecasted revenue and operating results for the Olerup reporting unit was the primary cause of the reduction in fair value as compared with the Company’s forecast as of the acquisition of Allenex in April 2016. The Company’s forecasted revenues and operating results were adversely impacted by an earlier-than-expected market adoption of NGS and/or q-PCR technology and increased competition from other companies that compete with or will compete with the Company’s pre-transplant products. The Company was then required to perform the second step of the two-step process for the Olerup reporting unit. The second step of the analysis included allocating the calculated fair value of the reporting unit to its assets and liabilities, using a present value analysis, in order to determine an implied fair value of goodwill. Based on the Company’s analysis, the implied fair value of the goodwill was lower than the carrying value of the Olerup reporting unit. Accordingly, the Company has recorded a goodwill impairment charge of $13.0 million as of December 1, 2016. If the determined fair value of Olerup reporting unit had been 10% lower, the Goodwill impairment charge would have been approximately $630,000 higher. The significant assumptions utilized in the 2016 discounted cash flow analysis for the Olerup reporting unit was a discount rate of 16.8%, a terminal growth rate of 3.2%, and a capitalization multiple of 7.37. The results of the quantitative test did not result in any impairments of Goodwill for the CareDx reporting unit, as the fair value of the reporting unit exceeded its respective carrying value by more than 75% as of December 1, 2016. Intangible Assets The following tables present details of the Company’s intangible assets as of December 31, 2016 (in thousands): December 31, 2016 Acquisition Cost Accumulated Amortization Foreign Currency Translation Net Carrying Amount Weighted Average Remaining Useful Life (In Years) Intangible assets with finite lives: Customer relationships $ 12,650 $ (576 ) $ (1,355 ) $ 10,719 14.0 Developed technology: SSP 11,650 (804 ) (1,233 ) 9,613 9.0 Acquired technology – QTYPE (a) 4,510 (74 ) (490 ) 3,946 14.0 Trademarks 2,260 (103 ) (242 ) 1,915 14.0 Acquired contracts 490 (164 ) (45 ) 281 1.3 Total intangible assets with finite lives $ 31,560 $ (1,721 ) $ (3,365 ) $ 26,474 Acquired in-process technology―dd-cfDNA 6,650 — — 6,650 — Total intangible assets $ 38,210 $ (1,721 ) $ (3,365 ) $ 33,124 (a) QTYPE was initially classified as acquired in-process technology upon the acquisition of Allenex on April 14, 2016, and was reclassified as an intangible asset with a finite life when QTYPE was commercially launched at the end of September 2016. The net carrying amount of intangible assets and the related amortization expense of intangible assets may change due to the effects of foreign currency fluctuations as a result of acquiring an entity with a functional currency other than the U.S. dollar. Amortization expense was $1.7 million for the year ended December 31, 2016, of which $1.0 million and $0.7 million was amortized to cost of product and sales and marketing, respectively. There was no amortization recorded for the year ended December 31, 2015, as the Company only had an intangible asset related to acquired in-process technology with an indefinite useful live in that period. Intangible assets are carried at cost less accumulated amortization. Amortization expenses are recorded to cost of product and sales and marketing. Acquired IPR&D of $6.7 million has not reached technological feasibility as of December 31, 2016 and is therefore not subject to amortization. As such, the Company excluded amortization of acquired in-process technology from the future amortization expense table below. The following table summarizes the Company’s estimated future amortization expense of intangible assets with finite lives as of December 31, 2016 (in thousands): Years Ending December 31, Cost of Product Sales and Marketing Total 2017 $ 1,568 $ 902 $ 2,470 2018 1,413 902 2,315 2019 1,350 902 2,252 2020 1,350 902 2,252 2021 1,350 902 2,252 Thereafter 6,809 8,124 14,933 Total future amortization expense $ 13,840 $ 12,634 $ 26,474 |
Balance Sheet Components
Balance Sheet Components | 12 Months Ended |
Dec. 31, 2016 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Balance Sheet Components | 7. BALANCE SHEET COMPONENTS Inventory Inventory consisted of the following (in thousands): December 31, 2016 2015 Finished goods $ 4,199 $ 237 Work in progress 159 — Raw materials 1,103 529 Total inventory $ 5,461 $ 766 Property and Equipment, Net Property and equipment consisted of the following (in thousands): December 31, 2016 2015 Laboratory equipment $ 5,065 $ 5,022 Leasehold improvements 5,111 4,326 Furniture and fixtures 825 825 Computer and office equipment 4,661 4,125 Machinery and equipment 1,424 — $ 17,086 $ 14,298 Less: Accumulated depreciation and amortization (14,155 ) (11,873 ) Property and equipment, net $ 2,931 $ 2,425 Depreciation and amortization expense was $1.2 million, $0.8 million and $0.5 million for the years ended December 31, 2016, 2015 and 2014, respectively. Assets purchased under capital leases, included above in laboratory equipment, computer and office equipment, were $2.5 million and $1.7 million at December 31, 2016 and 2015, respectively. Accumulated amortization was $2.3 million and $1.5 million at December 31, 2016 and 2015, respectively. Related amortization expense, included in depreciation and amortization expense, was $204,000, $79,000 and $59,000 for the years ended December 31, 2016, 2015 and 2014, respectively. Accrued and Other Liabilities Accrued and other liabilities consisted of the following (in thousands): December 31, 2016 2015 Clinical studies $ 1,375 $ 756 Accrued interest payable on debt 862 — Professional fees 620 880 Debt financing fees 600 — Test sample processing fees 524 426 Accrued overpayments and refunds 281 163 Software implementation costs 176 — Deferred rent – current portion 374 258 Capital leases – current portion 68 71 Other accrued expenses 440 338 Total accrued and other liabilities $ 5,320 $ 2,892 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 8. COMMITMENTS AND CONTINGENCIES Leases The Company leases its operating and office facilities for various terms under long-term, non-cancelable operating lease agreements in California, Pennsylvania and Stockholm, Sweden. The lease for the Company’s facility in Vienna, Austria is on a month-to-month basis. The leases expire at various dates through 2020. In the normal course of business, it is expected that these leases will be renewed or replaced by leases on other properties. Rent expense under the non-cancelable operating leases were $1.5 million, $1.0 million and $1.0 million in 2016, 2015 and 2014, respectively. Future minimum lease commitments under these operating and capital leases at December 31, 2016, are as follows (in thousands): Years ending December 31, Capital Leases Operating leases 2017 $ 74 $ 2,133 2018 24 2,092 2019 5 2,082 2020 — 2,041 2021 and thereafter — 1 Total minimum lease payments $ 103 $ 8,349 Less: amounts representing interest (9 ) Present value of minimum lease payments 94 Less: current portion of obligations under capital leases (68 ) Long-term portion of obligations under capital leases $ 26 The current portion of obligations under capital leases is included in accrued and other liabilities on the balance sheets. The long-term portion is included in long-term debt, net of current portion on the balance sheets. See Note 10 for the aggregate annual payment schedule for the Company’s outstanding debt. Royalty Commitments In November 2004, the Company entered into a license agreement with Roche Molecular Systems, Inc. (“Roche”) that grants the Company the right to use certain Roche technology relating to PCR and quantitative real-time PCR, in clinical laboratory services, including in connection with AlloMap. This is a non-exclusive license agreement in the United States covering claims in multiple Roche patents. The Company had disputed the combination services percentage Roche sought to apply under the agreement. The combination service percentage is a multiplier used to calculate royalties where licensed services are sold in combination with other services. From July 2011 through September 2014, the Company withheld payment of such royalties pending resolution of the matter. On February 11, 2014, Roche filed a demand for arbitration with the American Arbitration Association seeking a declaration that the Company had materially breached the Roche license agreement by failing to report and pay royalties owing to Roche in respect of licensed services performed by the Company after July 1, 2011. Since July 1, 2011, the Company fully accrued the unpaid royalties on the balance sheets, and the amount of the unpaid royalties has been reflected as an expense in the Company’s income statements in the periods to which the royalties relate. In September 2014, the Company entered into a settlement and mutual release agreement with Roche whereby: (i) for the period beginning July 1, 2011 through June 30, 2014, the Company agreed to pay the amount of $2,827,220 in settlement of past royalties due; (ii) for the period beginning July 1, 2014 through September 30, 2014, the Company agreed to pay royalties based on the same combination services percentage used to determine the past royalties due; (iii) for the period beginning October 1, 2014 through September 30, 2017, Roche and the Company agreed to a downward adjustment of the combination services percentage used to determine the portion of the AlloMap testing revenue that is royalty bearing under the terms of the license; (iv) the Company agreed to report and pay quarterly royalties within 45 days of the end of each calendar quarter; (v) Roche agreed that, subject to the Company’s timely payment of all applicable royalties through such date, no further royalties will be payable by the Company for periods after September 30, 2017; (vi) the Company and Roche agreed to mutually release all claims under the license agreement through the settlement date; and (vii) Roche agreed to dismiss the arbitration claims. For all time periods, the contractual royalty rate in the license agreement was or will be applied to the applicable combination services percentage to determine the royalties payable for the AlloMap service. Under the license agreement, the Company incurs royalty expenses as a percentage of combination services revenue and classifies those expenses as a component of cost of testing in the consolidated statements of operations. As a result of the Company’s September 2014 settlement and payment to Roche of $2.8 million as payment in full of all royalties under the license agreement from July 1, 2011 through June 30, 2014, the Company recorded a reduction of $0.6 million to cost of testing and $0.1 million to interest expense in the consolidated statements of operations for the year ended December 31, 2014. For the years ended December 31, 2016, 2015 and 2014, royalty expenses in connection with the Roche agreement were $1.1 million, $1.0 million and $0.7 million, respectively and are recorded as a component of cost of testing in the statement of operations. Litigation On April 25, 2016, Oberland filed a breach of contract claim against the Company in the Supreme Court of the State of New York, County of New York (the “Complaint”). Oberland alleged, among other things, that the Company breached certain provisions of the amended and restated commitment letter and the restated fee letter that it entered into with Oberland on February 8, 2016. Pursuant to the Complaint, Oberland sought damages against the Company in the amount of at least $1.4 million, plus costs and expenses, including the fees and expenses of Oberland’s attorneys. As a result, the Company previously accrued the amount being claimed by Oberland of $1.4 million. On July 15, 2016, the Company filed an answer and made counterclaims against Oberland (the “Answer”), generally denying the claims asserted by Oberland in the Complaint and asserting fraudulent inducement and breach of contract counterclaims against Oberland. Pursuant to the Answer, the Company sought dismissal of the Complaint in its entirety, rescission of all agreements with Oberland and damages of not less than $1.3 million, together with interest and punitive damages, if deemed appropriate under applicable law, and costs and disbursements of the action, including reasonable attorneys’ fees. Effective as of March 2, 2017, the Company and Oberland settled the matters covered by the Complaint and the Answer (the “Settlement”). Pursuant to the Settlement, the Company paid Oberland $0.6 million and each party agreed to release claims asserted in the Complaint and the Answer. The Company subsequently adjusted its accrual from $1.4 million to $0.6 million as of December 31, 2016. See Note 18. Contingencies The Company is subject to claims and assessments from time to time in the ordinary course of business. The Company’s management does not believe that any such matters, individually or in the aggregate, would have a material adverse effect on the Company’s business, financial condition, or results of operations. On June 15, 2016, the Company received a letter from Nasdaq OMX Stockholm AB, or Nasdaq Stockholm, regarding the Company’s compliance with the requirements of the Nasdaq Stockholm Takeover Rules, or the Takeover Rules, and good practice in the securities market in Sweden in connection with the Company’s recently completed acquisition of Allenex. Nasdaq Stockholm concluded that the Company violated certain technical provisions of the Takeover Rules and acted contrary to good practice in the securities market in Sweden. On December 21, 2016, the Disciplinary Committee informed the Company that it decided to impose a SEK 1.0 million (approximately $0.1 million) fine and this amount was paid by the Company in February 2017. |
Collaboration and Licensing Agr
Collaboration and Licensing Agreements | 12 Months Ended |
Dec. 31, 2016 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Collaboration and Licensing Agreements | 9. COLLABORATION AND LICENSING AGREEMENTS Diaxonhit In June 2013, the Company entered into an exclusive Distribution and Licensing Agreement with Diaxonhit, Consideration under the agreement included an upfront cash payment of approximately €387,500 ($408,000) that is designated to offset royalties earned by the Company in the first three years following the first commercial sale. The Company is entitled to receive royalties from Diaxonhit as a percent of net sales, as defined in the agreement, of AlloMap tests in the mid to high teens. Approximately €250,000 ($263,000) of the upfront payments is refundable under certain circumstances. Upon confirmation that the CE mark was in place, the Company also received an equity payment of Diaxonhit common stock with a value of €387,500 ($408,000). The CE mark is a mandatory conformity marking for certain products sold within the EEA. These shares were promptly sold by the Company in July 2013 for total consideration of $467,000 . Other consideration that may be earned by the Company includes agreed-upon per unit pricing for the supply of AlloMap products, and additional royalties that are payable upon the achievement of various sales milestones by Diaxonhit. In this arrangement, there is one combined unit of accounting. Commercial sales began in the EEA in June 2014. Total revenue recognized from this arrangement for the years ended December 31, 2016, 2015 and 2014 was $2,000 and $46,000 and $36,000, respectively. CardioDx, Inc. In 2005, the Company entered into a services agreement with what at the time was a related party, CardioDx, Inc. (“CDX”), whereby the Company provided CDX with biological samples and related data and performed laboratory services on behalf of CDX. Each company granted the other a worldwide license under certain of its intellectual property rights. Pursuant to this agreement, CDX pays royalties to the Company in an amount equal to a low single-digit percentage of the cash collected from sales of CDX licensed products. In 2009, CDX terminated the services portion of this agreement, however, the royalty obligation from CDX continues until the tenth anniversary of the first commercial sale of a CDX licensed product. The first commercial sale of such product by CDX occurred in 2009, therefore the royalty obligation to the Company continues until 2019. Initially, the Company recognized royalty revenues when earned. Commencing with the fourth quarter of 2015, the Company recognizes royalty revenues when payments are received as it was assessed that collection was not reasonably assured prior to receipt of payment. Royalty revenues were $194,000, $179,000 and $221,000 for the years ended December 31, 2016, 2015 and 2014, respectively, and are included in collaboration and license revenue on the consolidated statements of operations. The Company had no receivable balances from CDX at December 31, 2016 and 2015. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2016 | |
Transfers And Servicing [Abstract] | |
Debt | 10. DEBT Debt consisted of the following (in thousands): December 31, 2016 2015 East West Bank Loan $ 12,614 $ 2,866 Danske Bank Credit Facility 7,376 — FastPartner Subordinated Promissory Notes 1,692 — Al Amoudi Subordinated Promissory Notes 1,164 — Current portion of long-term debt $ 22,846 $ 2,866 East West Bank Loan $ — $ 12,887 SSP Primers Loan 1,098 — Long-term debt, net of current portion $ 1,098 $ 12,887 Loan Agreement with East West Bank On January 30, 2015, the Company entered into the Loan Agreement with East West Bank as the lender (“the Lender”), which provided the Company with a secured term loan facility in an aggregate principal amount of up to $20.0 million. The Company borrowed the first and only advance of $16.0 million (“Draw A”) on January 30, 2015. Draw A was used to pay-off the Company’s existing term debt of $11.3 million. A loss on extinguishment of debt of $0.6 million related to costs from the pay-off of the previously existing term loan was recognized as interest expense during the three months ended March 31, 2015. Draw A bore interest at a daily floating rate equal to 2.00%, plus the greater of (i) 3.25% or (ii) the prime rate published by the Lender. The maturity date of the loan is December 1, 2018. The principal pay-down of the loan began on July 1, 2016 with the loan being payable in 30 equal monthly installments and the balance at December 31, 2016 was $12.6 million. A fully non-refundable commitment fee of $160,000 was paid on January 30, 2015 when Draw A was received. The loan had no prepayment penalty. Commitment fees are included in debt issuance costs which are netted against the debt outstanding and are amortized to interest expense using the effective interest method over the term of the loan. Debt discount and issuance costs, current, were $0.2 million and $0.2 million as of December 31, 2016 and 2015, respectively. Debt discount and issuance costs, non-current, were nil and $0.1 million as of December 31, 2016 and 2015, respectively. In connection with the Loan Agreement, the Company agreed to issue to the Lender warrants to purchase shares of the Company’s common stock upon the drawdown of each advance in an amount equal to 1.5% of the amount drawn, divided by the exercise price per share for that tranche. The fair value of the warrant is reflected as a discount to the debt. As a result of Draw A, the Company issued to the Lender a warrant to purchase an aggregate of 34,483 shares of the Company’s common stock, at an exercise price of $6.96 per share. The fair value of the warrant was estimated to be $90,000 on January 30, 2015, using the Black-Scholes Model with the following assumptions: expected volatility of 39.83%, a contractual term of 5 years, risk-free interest rate of 1.18%, underlying common stock price of $7.06, and dividend yield of 0%. The warrant is included in stockholders’ equity with the offset to debt discount that is amortized over the term of the loan using the effective interest method. The warrant is not subject to remeasurement. The Loan Agreement required collateral by a security interest in all of the Company’s assets and contains customary affirmative and negative covenants including financial maintenance covenants, and also includes standard events of default, including payment defaults. Upon the occurrence of an event of default, a default interest rate of an additional 5.00% may be applied to the outstanding loan balances, and the Lender may declare all outstanding obligations immediately due and payable and take such other actions as set forth in the Loan Agreement. As of February 29, 2016, the Company was in violation of one of its financial covenants under the Loan Agreement. This violation was waived in principle by the Lender by virtue of a contemporaneous verbal amendment to the Loan Agreement received from the Lender, which was subsequently memorialized in a written amendment to the Loan Agreement dated May 12, 2016. As of December 31, 2016, the Company was in compliance with its debt covenants under the Loan Agreement. In April 2016, the Lender consented to the acquisition of Allenex by the Company (the “Consent”). The Consent was contingent upon the closing of a private placement financing for aggregate cash proceeds of at least $12.0 million and separately depositing into an escrow account cash of $8.0 million relating to a commitment by the Majority Shareholders to purchase the Company’s equity securities in the Subsequent Financing, all of which occurred on April 14, 2016. Pursuant to the Consent, the Company is also required to raise another $20.0 million through one or more equity financings by March 31, 2017, of which $9.0 million was raised On May 12, 2016, the Company entered into a First Amendment to Loan and Security Agreement (the “First Amendment”), which amended the Loan Agreement. The First Amendment, among other things, amended the Loan Agreement by modifying certain financial covenants, adding an equity financing covenant, and restricting certain transactions between the Company and its subsidiaries. On June 27, 2016, the Company entered into a Second Amendment to Loan and Security Agreement (the “Second Amendment”). The Second Amendment, among other things, amended the Loan Agreement to permit certain transactions between the Company and its subsidiaries and to add intellectual property as collateral security. As discussed in Note 1, due to the substantial doubt about the Company’s ability to continue operating as a going concern and the material adverse change clause in the Loan Agreement, the entire amount of borrowings at December 31, 2016 has been classified as current in these financial statements. East West Bank did not invoke the material adverse change clause. As discussed in Note 18, in March 2017, the Company repaid all amounts then outstanding under the Loan Agreement with East West Bank. Danske Bank Credit Facility On June 25, 2013, Allenex entered into the Term Loan Facility with Danske in an aggregate principal amount of up to SEK 71,000,000 (approximately $7.8 million in U.S. dollars). The Term Loan Facility is available for utilization in advances of a minimum of SEK 5,000,000 (approximately $0.5 million in U.S. dollars) and if more, integral multiples of SEK 1,000,000 (approximately $0.1 million in U.S. dollars). The interest rate applicable to each advance shall be the percentage rate per annum calculated as the aggregate of (i) Stockholm Interbank Offered Rate (“STIBOR”) (as defined in the Term Loan Facility) and (ii) the Margin (as described in the Term Loan Facility) at 3% conditional on the fulfillment of certain criteria. In March 2015, Allenex entered into a first amendment to the Term Loan Facility, pursuant to which additional loans were granted. In August 2015, Allenex entered into a second amendment to the Term Loan Facility, pursuant to which the term of the Term Loan Facility was extended. In December 2015, Allenex entered into a waiver and amendment agreement relating to the Term Loan Facility, pursuant to which the change of control provision was waived and amended. In March 2016, Allenex entered into another amendment to the Term Loan Facility, which modified the repayment schedule for advances under the Term Loan Facility. Under this Term Loan Facility, SEK 62,000,000, or approximately $6.8 million in U.S. dollars, was outstanding as of December 31, 2016, and this will be paid through quarterly payments of SEK 3,000,000, or $0.3 million in U.S. dollars in September and December of 2017 and March and June of 2018. The remaining balance of SEK 50,000,000, or approximately $5.5 million in U.S. dollars, is due in June 2018. On June 18, 2015, Allenex also entered into a short term credit facility with Danske with total available credit of SEK 8,000,000 (approximately $0.9 million in U.S. dollars). As of August 4, 2016, the available credit under the short term credit facility with Danske was increased to SEK 10,000,000 (approximately $1.1 million in U.S. dollars). As of December 31, 2016, the total outstanding balance due to Danske under the short term credit facility was approximately SEK 5,100,000 (approximately $0.6 million in U.S. dollars), and pursuant to a quarterly roll-over provision is due on March 31, 2017. Due to insufficient working capital in Allenex, a debt covenant in the Term Loan Facility relating to maintaining an adequate leverage ratio was violated at each of June 30, 2016, September 30, 2016 and December 31, 2016. The Company obtained waivers from Danske for each of these violations of the debt covenant. However, the waiver we received from Danske for the covenant violation as of December 31, 2016 is conditional. This waiver is conditional because it is based on preliminary consolidated financial statements for Allenex as of and for the three months and year ended December 31, 2016 prepared under International Financial Reporting Standards as adopted in Sweden and for regulatory reporting in Sweden, which financial statements are currently subject to further review and audit in Sweden, and the final consolidated financial statements for Allenex may change materially. Any change to the preliminary Allenex financials that served as a basis for the conditional waiver could result in a withdrawal of the conditional waiver and could result in Allenex being in default under the Term Loan Facility, at which point Danske could demand repayment of the debt. Additionally, while as of March 31, 2017 or will be in compliance with this covenant FastPartner Subordinated Promissory Notes On June 28, 2013, Allenex issued a SEK 9,400,000 (approximately $1.0 million in U.S. dollars) subordinated promissory note to FastPartner, which provides for an annual interest rate of 10.00%. Principal payments of SEK 1,000,000 (approximately $0.1 million in U.S. dollars) and accrued interest are payable quarterly at September 30, December 31, March 31 and June 30 and subject to working capital requirements that had not been met in fiscal years 2016 and 2015. The full amount of the promissory note was outstanding as of December 31, 2016, and is due July 1, 2017. However, pursuant to an intercreditor agreement among Allenex, Danske, FastPartner, Mohammed Al Amoudi and Olerup SSP AB, dated June 25, 2013 (the “Intercreditor Agreement”), until the Term Loan Facility with Danske is repaid, FastPartner may not demand or receive payment of its subordinated promissory note, or foreclose on any collateral securing Allenex’s obligations under the subordinated promissory note, without Danske’s prior written consent. Allenex’s obligations under the promissory note is secured by a pledge of Allenex shares to FastPartner. On December 29, 2015, Allenex issued a SEK 2,000,000 (approximately $0.2 million in U.S. dollars) subordinated promissory note to FastPartner, a related party, which matured on December 31, 2016 and has an annual interest rate of 10.00%. Principal and accrued interest are payable on the maturity date and subject to working capital requirements that had not been met in fiscal years 2016 and 2015. However, pursuant to the Intercreditor Agreement, until the Term Loan Facility with Danske is repaid, FastPartner may not demand or receive payment of its subordinated promissory note, or foreclose on any collateral securing Allenex’s obligations under the subordinated promissory note, without Danske’s prior written consent. Allenex’s obligations under the promissory note is secured by a pledge of Allenex shares to FastPartner. The full amount of subordinated promissory note was outstanding as of December 31, 2016 and is due July 1, 2017. On March 7, 2016, Allenex issued a SEK 4,000,000 (approximately $0.4 million in U.S. dollars) subordinated promissory note to FastPartner, a related party, which matured on December 31, 2016 and has an annual interest rate of 10.00%. Principal and accrued interest are payable on the maturity date and subject to working capital requirements that had not been met during the year ended December 31, 2016. However, pursuant to the Intercreditor Agreement, until the Term Loan Facility with Danske is repaid, FastPartner may not demand or receive payment of its subordinated promissory note, or foreclose on any collateral securing Allenex’s obligations under the subordinated promissory note, without Danske’s prior written consent. Allenex’s obligations under the promissory note is secured by a pledge of Allenex shares to FastPartner. The full amount of the subordinated promissory note was outstanding as of December 31, 2016 and is due July 1, 2017. FastPartner is also a shareholder of the Company and is considered a related party (See Note 17). Mohammed Al Amoudi Subordinated Promissory Note On June 28, 2013, Allenex issued a SEK 10,600,000 (approximately $1.2 million in U.S. dollars) subordinated promissory note to Mohammed Al Amoudi, which provides for an annual interest rate of 10.00%. Principal payments of SEK 1,000,000 (approximately $0.1 million in U.S. dollars) and accrued interest are payable quarterly at September 30, December 31, March 31 and June 30, subject to meeting certain requirements for working capital. The promissory note had an initial maturity date of June 28, 2016. On December 31, 2016, the maturity date was extended until July 1, 2017. However, pursuant to the Intercreditor Agreement, until the Term Loan Facility with Danske is repaid, Mohammed Al Amoudi may not demand or receive payment of its subordinated promissory note, or foreclose on any collateral securing Allenex’s obligations under the subordinated promissory note, without Danske’s prior written consent. The full amount of the promissory note was outstanding as of December 31, 2016. Allenex’s obligations under the promissory note is secured by a pledge of Allenex shares to Mohammed Al Amoudi. Mohammed Al Amoudi is also a shareholder of the Company and is considered a related party (See Note 17). Loan Agreement with SSP Primers Aktieboulag On February 25, 2015, Allenex entered into a SEK 14,000,000 (approximately $1.5 million in U.S. dollars) loan agreement with SSP Primers Aktieboulag, pursuant to which SEK 4,000,000 (approximately $0.4 million in U.S. dollars) was paid on March 7, 2016 and SEK 10,000,000 (approximately $1.1 million in U.S. dollars) is payable on February 28, 2018. The loan amount outstanding as of December 31, 2016 is SEK 10,000,000 (approximately $1.1 million in U.S. dollars) and has an annual interest rate of 3% payable in conjunction with each principal payment. Total interest accrual on debt as of December 31, 2016 was $0.8 million. As of December 31, 2016, future debt maturities were as follows (in thousands): Years Ending December 31, Amount 2017 $ 23,032 2018 1,098 Total debt maturities 24,130 Less: debt discount and issuance costs (186 ) Total debt maturities, net of debt discount and issuance costs 23,944 Less: current portion, of long-term debt (22,846 ) Long-term debt, net carrying value $ 1,098 |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2016 | |
Stockholders Equity Note [Abstract] | |
Stockholders' Equity | 11. STOCKHOLDERS’ EQUITY Private Placement Transaction and Subsequent Financing On April 14, 2016, the Company completed a Private Placement transaction for the offering of 591,860 units (“Units”) to certain accredited investors (the “Private Placement”). Each Unit was comprised of: (i) one share of common stock, (ii) five shares of Series A Preferred, and (iii) three warrants, each to purchase one share of common stock. The purchase price was $23.94 per Unit (the equivalent of $3.99 per share of common stock, assuming conversion of the Series A Preferred). The closing of the Private Placement was conditioned upon the closing of the Allenex acquisition, the consent of East West Bank to the Allenex acquisition, and certain other customary closing conditions, all of which occurred on April 14, 2016. The aggregate gross proceeds to the Company from the Private Placement were approximately $14.2 million, of which $1.8 million was paid in satisfaction of placement agents, escrow agent, legal fees as well as other direct issuance costs. The Company and certain stockholders representing a majority of the Company’s outstanding shares of common stock entered into voting agreements on April 14, 2016, pursuant to which each stockholder agreed to vote certain of its shares of the Company’s common stock in favor of granting the Company the Requisite Stockholder Approval. The proceeds from the Private Placement were allocated between the common stock, preferred stock and warrants issued based on their relative fair values. The estimated fair values of the common stock, preferred stock and warrants were $1.9 million, $9.3 million and $3.0 million, respectively, as of the transaction date. The warrants were recorded as a liability and are subject to ongoing remeasurement. The shares of Series A Preferred were initially recorded as temporary equity upon the closing of the Private Placement and subsequently reclassified to common stock after their conversion to common stock on June 16, 2016. See Note 12 for a description of the accounting of for the warrants. Concurrent to the Private Placement, the Company also entered into Commitment Letters pursuant to which the Majority Shareholders agreed to purchase the Company’s equity securities in the Subsequent Financing, which investment was completed on June 15, 2016. In the Subsequent Financing, the Company issued to the Majority Shareholders 334,169 Units, which consisted of (i) an aggregate of 334,169 shares of common stock, (ii) an aggregate of 1,670,845 shares of Series A Preferred that were all converted into shares of the Company’s common stock upon obtaining the Requisite Stockholder Approval on June 16, 2016, and (iii) 1,002,507 warrants, each of which is exercisable for one share of the Company’s common stock. The aggregate gross proceeds to the Company from the Subsequent Financing were $8.0 million. The proceeds from the Subsequent Financing were allocated between the common stock, preferred stock and warrants issued based on their relative fair values. The estimated fair values of the common stock, preferred stock and warrants were $1.0 million, $5.3 million and $1.7 million, respectively, as of the transaction date. The warrants were recorded as a liability and are subject to ongoing remeasurement. The shares of Series A Preferred were initially recorded as temporary equity upon the closing of the Subsequent Financing and subsequently reclassified to common stock after their conversion to common stock on June 16, 2016. Following the closing of the Private Placement, the Company agreed to a number of requirements, including submitting the Private Placement to the Company’s stockholders for approval, which was obtained on June 16, 2016, and granting certain registration rights, including the registration of shares sold in the Private Placement on a registration statement on Form S-3. On May 27, 2016, the Company filed a registration statement on Form S-3 with the SEC to register for resale the shares of common stock issued or issuable upon conversion of the Series A Preferred and upon exercise of the warrants sold in the Private Placement. The registration statement on Form S-3 was declared effective by the SEC on July 12, 2016. Upon obtaining the Requisite Stockholder Approval on June 16, 2016, each share of Series A Preferred was converted into one share of the Company’s common stock. In addition to the warrants issued to certain accredited investors in the Private Placement, on April 14, 2016, the Company issued warrants to purchase an aggregate of 200,000 shares of common stock to certain of its placement agents (the “Placement Agent Warrants”). All of the warrants issued in the Private Placement and the Placement Agent Warrants became exercisable once the Company obtained the Requisite Stockholder Approval on June 16, 2016. The Company engaged M.M. Dillon & Co. Group (“M.M. Dillon”), an investment banking firm, to act as one of its financial advisors and placement agents in connection with the Private Placement and Subsequent Financing of the Company’s common stock and the consummation of any private placement of its securities that the Company may choose to pursue. A member of the Company’s board of directors is a managing director of M.M. Dillon, and as such, the Company considered M.M. Dillon to be a related party. As a result of the Private Placement and Subsequent Financing, the Company paid approximately $1.1 million in placement fees to its placement agents, of which $0.2 million pertained to fees paid to M.M. Dillon. Additionally, M.M. Dillon also received Placement Agent Warrants to purchase 100,000 shares of the Company’s common stock. On September 26, 2016, the Company completed the Public Offering pursuant to which the Company issued and sold an aggregate of 2,250,000 shares of common stock at a public offering price of $4.00 per share. The aggregate gross proceeds were $9.0 million, and $7.8 million net of issuance costs. In connection with the Public Offering, in accordance with the anti-dilution provisions in the warrants issued in connection with the Private Placement and the Subsequent Financing, the exercise price of the 1,775,580 and 1,002,507 Private Placement and Subsequent Financing warrants, respectively, was adjusted from $4.98 per share to $4.00 per share, which was the price paid by investors in the Public Offering. Warrant Valuation Assumptions The fair value of the Private Placement and Placement Agent warrants were estimated using a Monte Carlo Simulation approach using the following assumptions. December 31, 2016 April 14, 2016 Private Placement Warrants Stock Price $ 2.70 $ 4.45 Exercise Price $ 4.00 $ 4.98 Remaining term (in years) 6.29 7.00 Volatility 51.40 % 46.90 % Risk-free interest rate 2.14 % 1.57 % Expected dividend yield — % — % Placement Agent Warrants Stock Price $ 2.70 $ 4.45 Exercise Price $ 3.99 $ 3.99 Remaining term (in years) 4.29 5.00 Volatility 56.10 % 49.00 % Risk-free interest rate 1.77 % 1.26 % Expected dividend yield — % — % |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2016 | |
Warrants [Abstract] | |
Warrants | 12. WARRANTS The warrants issued in the Private Placement and the Placement Agent Warrants (as described in Note 11) are considered freestanding instruments that are contingently redeemable and classified as liabilities on the Company’s consolidated balance sheet as of December 31, 2016. The warrants became exercisable to purchase common stock after the Company obtained the Requisite Stockholder Approval on June 16, 2016. Upon the closing of the Private Placement on April 14, 2016, the Company recorded an estimated fair value of $3.3 million relating to warrants to purchase 1,975,580 shares of common stock that were issued in the Private Placement. The warrants were comprised of warrants to purchase 1,775,580 shares of common stock that were issued to certain accredited investors measured at an estimated fair value of $3.0 million, and Placement Agent Warrants to purchase 200,000 shares of common stock measured at an estimated fair value of $0.3 million. The Placement Agent Warrants were issued for services performed by placement agents as part of the Private Placement and were treated as equity issuance costs and were recorded in stockholders’ equity on the Company’s consolidated balance sheets to offset the Private Placement proceeds allocated to the Series A Preferred and common stock. Additional warrants were issued on June 15, 2016 to the Majority Shareholders upon the closing of the Subsequent Financing (as described in Note 11). The warrants issued in the Subsequent Financing were also considered freestanding instruments being accounted for using the same methodology as described above. On June 15, 2016, the Company recorded an estimated fair value of $1.7 million for warrants to purchase an aggregate of 1,002,507 shares of common stock issued in the Subsequent Financing. The Company utilizes a Monte Carlo simulation model to estimate the fair value of the warrants issued in the Private Placement and the Subsequent Financing, and the Placement Agent Warrants and the Subsequent Financing. The Monte Carlo simulation model uses multiple input variables to estimate the probability that market conditions will be achieved. These variables include the Company’s stock price, the expected term of the warrants, the volatility of the Company’s and its peers’ stock prices over such expected term, and the risk-free interest rate for the expected term of the warrants. The variables used in this simulation model are reviewed on a quarterly basis and adjusted, as needed. If the Company issues common stock at a price lower than the exercise price or issues stock options or other securities (other than securities issued pursuant to the Company’s stock or option plans or employment agreements, securities issued or issuable upon exercise or exchange of convertible securities outstanding as of the date the warrants were issued or securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company) with an exercise price that is lower than the current exercise price of the warrants, the exercise price of the warrants shall be adjusted to be equal to such lower price. As a result of the anti-dilution provisions in the warrants issued in connection with the Private Placement and the Subsequent Financing, the exercise price of the 1,775,580 and 1,002,507 Private Placement and Subsequent Financing warrants, respectively, was adjusted from $4.98 per share to $4.00 per share, which was the price paid by investors in the Public Offering. The number of warrants outstanding did not change. The initial total estimated fair value of the warrant liability was $5.0 million following the closings of the Private Placement, the issuance of Placement Agent Warrants and the Subsequent Financing on April 14, 2016. As of December 31, 2016, the total estimated fair value of the warrant liability was $5.2 million and the corresponding remeasurement charge of $0.3 million for the year ended December 31, 2016, was recorded in change in estimated fair value of common stock warrant and derivative liabilities on the Company’s consolidated statement of operations. The increase in the fair value of the warrant liability was attributable to events that had occurred between the initial fair value measurement and December 31, 2016, including obtaining the Requisite Stockholder Approval, which occurred on June 16, 2016, granting certain registration rights, including rights regarding the registration of shares issuable upon exercise of the warrants issued in the Private Placement and the Subsequent Financing and the Placement Agent Warrants. The registration of the shares impacted the exercisability of the warrants and resulted in an increase in the fair value of the warrant liability. As of December 31, 2016, outstanding warrants to purchase Common Stock were: Original Term Exercise Price Number of Shares Underlying Warrants Original issue date: February 2008 10 years $ 35.10 22,792 August 2009 10 years $ 21.78 33,473 July 2010 9 years $ 21.78 6,694 December 2010 7 years $ 21.78 17,215 August 2012 7 years $ 21.78 167,182 January 2015 5 years $ 6.96 34,483 April 2016 (a) 7 years $ 4.00 1,775,580 April 2016 (b) 5 years $ 3.99 200,000 June 2016 (c) 7 years $ 4.00 1,002,507 3,259,926 (a) Issued on April 14, 2016 in connection with the Private Placement to certain accredited investors. The exercise price was reset from $4.98 to $4.00 as a result of the Public Offering that closed on September 26, 2016. In accordance with the anti-dilution provisions, the exercise price of the warrants issued in connection with the Private Placement reset from $4.98 per share to $4.00 per share, which was the price paid by investors in the Public Offering, which closed on September 26, 2016. (b) Issued on April 14, 2016 in connection with the Private Placement to placement agents. (c) Issued on June 15, 2016 in connection with the Subsequent Financing. The exercise price was reset from $4.98 to $4.00 as a result of the Public Offering that closed on September 26, 2016. In accordance with the anti-dilution provisions, the exercise price of the warrants issued in connection with the Subsequent Financing reset from $4.98 per share to $4.00 per share, which was the price paid by investors in the Public Offering, which closed on September 26, 2016. |
Stock Incentive Plans
Stock Incentive Plans | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock Incentive Plans | 13. STOCK INCENTIVE PLANS 2014 Equity Incentive Plan Prior to its IPO in July 2014, the Company had one active stock option plan, the 2008 Equity Incentive Plan (“2008 Plan”), one assumed stock option plan (the ImmuMetrix 2013 Equity Incentive Plan) and one terminated stock option plan, the 1998 Stock Plan. Upon its IPO, the Company reserved 838,695 shares of common stock for issuance under a new 2014 Equity Incentive Plan (“2014 Plan”). The shares reserved for issuance under the 2014 Plan also include shares returned to the 2008 Plan as the result of expiration or termination of options, provided that the maximum number of shares that may be added to the 2014 Plan thereby is limited to a maximum of 865,252 shares. The number of shares available for issuance under the 2014 Plan will also include an annual increase on the first day of each year beginning in 2014, equal to the least of: • 357,075 shares; • 4.0% of the outstanding shares of common stock as of the last day of the immediately preceding year; or • such other number of shares as the Company’s board of directors may determine. 2016 Inducement Plan On April 21, 2016, the Company’s board of directors, including its independent directors, adopted the Company’s 2016 Inducement Equity Incentive Plan (the “Inducement Plan”), pursuant to which the Company may grant stock awards of up to a total of 155,500 shares of common stock to new employees of the Company. The Inducement Plan was adopted to accommodate a reserve of additional shares of common stock for issuance to new employees hired by the Company from Allenex. The terms in the Inducement Plan are substantially similar to the Company’s 2014 Plan. The Inducement Plan allows restricted stock units (“RSUs”) to be granted in addition to stock options. The Stock Options and Restricted Stock Units (“RSUs”) The following table summarizes option and unvested RSU activity under the plans and related information: Shares Available for Grant Stock Options Outstanding Weighted- Average Exercise Price Number of RSU Shares Weighted- Average Grant Date Fair Value Balance—December 31, 2013 332,995 466,965 $ 1.99 — $ — Additional options authorized 940,884 — — — — Restricted stock grants (4,899 ) — — — — Options granted (585,345 ) 585,345 11.76 — — Assumed in business combination — 23,229 2.06 — — Options exercised — (9,363 ) 2.14 — — Options forfeited 20,591 (20,591 ) 10.36 — — Options expired 13,781 (13,781 ) 2.74 — — Balance—December 31, 2014 718,007 1,031,804 7.36 — — Additional options authorized 357,075 — — — — Restricted stock grants (38,121 ) — — — — RSUs granted (114,400 ) — — 114,400 6.49 Options granted (652,078 ) 652,078 6.09 — — Options exercised — (23,576 ) 1.94 — — RSUs forfeited 8,200 — — (8,200 ) 6.49 Options forfeited 77,660 (77,660 ) 8.13 — — Options expired 5,329 (5,329 ) 10.36 — — Balance—December 31, 2015 361,672 1,577,317 6.87 106,200 6.49 Additional options authorized 512,575 — — — — Restricted stock grants (61,921 ) — — — — RSUs granted (287,900 ) — — 287,900 5.50 Options granted (597,470 ) 597,470 4.91 — — Options exercised — (5,688 ) 3.29 — — RSUs forfeited 61,305 — — (61,305 ) 5.81 RSUs vested — — — (26,550 ) 6.49 Options forfeited 269,212 (269,212 ) 6.64 — — Options expired 107,601 (107,601 ) 8.88 — — Balance—December 31, 2016 365,074 1,792,286 $ 6.15 306,245 $ 5.69 Vested at December 31, 2016 990,371 $ 6.05 Vested and expected to vest at December 31, 2016 1,757,309 $ 6.15 The total intrinsic value of options exercised was approximately $7,100 during 2016. As of December 31, 2016, the total intrinsic value of RSUs was approximately $827,000 and there were $1.2 million of unrecognized compensation costs related to RSUs, which are expected to be recognized over a weighted-average period of 2.85 years. Options outstanding and options vested as of December 31, 2016 are summarized as follows: Option s Options Vested Range of Exercise Prices Number of Options Outstanding Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price Number of Options Vested Weighted Average Exercise Price $0.27 - 3.98 448,109 5.05 $ 2.04 415,570 $ 1.92 $4.37 - 4.60 179,263 9.15 4.47 18,064 4.46 $4.95 - 5.85 397,018 9.09 5.22 88,627 5.31 $6.49 - 7.03 384,910 8.18 6.64 189,136 6.64 $10.00 - 12.44 382,986 7.32 12.20 278,974 12.14 1,792,286 7.51 $ 6.14 990,371 $ 6.05 Options outstanding that have vested and are expected to vest at December 31, 2016 are as follows: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual (Years) Aggregate Intrinsic Value (In Vested 990,371 $ 6.05 6.55 $ 427 Expected to Vest 766,938 6.28 8.70 — Total 1,757,309 $ 6.15 7.49 $ 427 The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying stock options and the fair value of the Company’s common stock at December 31, 2016 for stock options that were in-the-money. The fair market value of the Company’s common stock as of December 31, 2016 was $2.70 per share. The weighted average grant-date fair value of options to purchase common stock granted for the years ended December 31, 2016, 2015 and 2014 using the Black-Scholes Model was $2.05, $2.53 and $4.81, respectively. The Company uses the grant date fair value of its common stock to value both employee and non-employee options when granted. The Company revalues non-employee options each reporting period using the fair market value of the Company’s common stock as of the last day of each reporting period. The total fair value of options that vested during 2016 was $1.1 million. As of December 31, 2016, there were approximately $1.6 million of unrecognized compensation costs related to stock options, which are expected to be recognized over a weighted-average period of 2.2 years. The Company’s 2014 Plan and Inducement Plan allow RSUs to be granted in addition to stock options. The RSUs vest annually over four years in equal increments. The Company began granting RSUs under the 2014 Plan in March 2015 and under the Inducement Plan in June 2016. 2014 Employee Stock Purchase Plan The Company’s board of directors adopted its 2014 Employee Stock Purchase Plan (the “ESPP”) in March 2014 and its stockholders approved the ESPP in July 2014. The first offering period of the ESPP began on January 1, 2015 and ended June 30, 2015. The Company issued 67,256 shares and 36,696 shares of common stock during the years ended December 31, 2016 and 2015, respectively, pursuant to the ESPP. The Company received proceeds of $0.3 million and $0.4 million from the purchase of shares during the years ended December 2016 and 2015, respectively. As of December 31, 2016, the Company had 253,117 shares available for issuance under the ESPP. The option price per share of common stock to be paid by a participant upon exercise of the participant’s option on the applicable exercise date for an offering period shall be equal to 85% of the lesser of the fair market value of a share of common stock on (a) the applicable grant date or (b) the applicable exercise date. Valuation Assumptions The Company’s board of directors determines the estimated fair value of the Company’s common stock based on assistance from an independent third party valuation firm. The fair value of employee stock options and ESPP was estimated using the Black-Scholes Model using the following weighted-average assumptions. Year Ended December 31, 2016 2015 2014 Employee Stock Options Expected term (in years) 5.9 6.0 5.1 Expected volatility 42.10 % 41.17 % 42.18 % Risk-free interest rate 1.52 % 1.84 % 1.69 % Expected dividend yield — % — % — % Employee Stock Purchase Plan Expected term (in years) 0.5 0.5 — Expected volatility 77.0 5 % 39.10 – 44.15 % — Risk-free interest rate 0.37 – 0.49 % 0.11 % — Expected dividend yield — % — % — % Risk-free Interest Rate: The Company based the risk-free interest rate over the expected term of the award based on the constant maturity rate of U.S. Treasury securities with similar maturities as of the date of grant. Volatility: The Company used an average historical stock price volatility of comparable public companies that were deemed to be representative of future stock price trends as the Company does not have sufficient trading history for its common stock. Expected Term: The expected term represents the period for which the Company’s stock-based awards are expected to be outstanding and is based on analyzing the vesting and contractual terms of the awards and the holders’ historical exercise patterns and termination behavior. Expected Dividends: The Company has not paid and does not anticipate paying any dividends in the near future. Stock-Based Compensation Expense The following table summarizes stock-based compensation expense relating to employee and nonemployee stock options, RSUs, and ESPP for the years ended December 31, 2016, 2015 and 2014, included in the statements of operations as follows (in thousands): Year Ended December 31, 2016 2015 2014 Cost of testing $ 144 $ 109 $ 28 Research and development 449 247 88 Sales and marketing 156 173 29 General and administrative 1,249 812 390 $ 1,998 $ 1,341 $ 535 No tax benefit was recognized related to share-based compensation expense since the Company has never reported taxable income and has established a full valuation allowance to offset all of the potential tax benefits associated with its deferred tax assets. In addition, no amounts of share-based compensation costs were capitalized for the periods presented. Non-Employee Director Equity-based Compensation For the years ended December 31, 2016, 2015 and 2014, the Company paid a portion of its non-employee directors’ compensation through the award of common shares. The stock awards are classified as equity, and compensation expense was recognized upon the issuance of the shares. As of December 31, 2016, there was a total of 104,941 shares issued to non-employee directors, for a total fair value of $563,000. Expense associated with the awards was $271,000, $255,000 and $94,000 for the years ended December 31, 2016, 2015 and 2014, respectively, which was included in general and administrative expense in the statements of operations. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 14. INCOME TAXES Income or (loss) before income taxes for the years ended December 31, 2016, 2015 and 2014 is summarized as follows (in thousands): Year Ended December 31, 2016 2015 2014 United States $ (21,753 ) $ (13,707 ) $ (719 ) Foreign (19,609 ) — — $ (41,362 ) $ (13,707 ) $ (719 ) The components of the provision for (benefit from) income taxes are summarized as follows (in thousands): As of December 31, 2016 2015 2014 Current Federal $ 49 $ — $ — State 11 — — Foreign 32 — — Total Current 92 — — Deferred Federal (251 ) — (1,500 ) State (49 ) — — Foreign (1,398 ) — — Total Deferred (1,698 ) — (1,500 ) Provision for (benefit from) income taxes $ (1,606 ) $ — $ (1,500 ) The Company’s actual provision for tax differed from the amounts computed by applying the U.S. federal income tax rate of 34% to pretax income as a result of the following: Year Ended December, 31, 2016 2015 2014 Federal tax at statutory rate 34.0 % 34.0 % 34.0 % Stock-based compensation -0.5 % -1.9 % -9.5 % Change in valuation allowance -16.8 % -31.1 % 190.6 % Foreign rate differential -1.3 % 0.0 % 0.0 % Preferred stock warrant revaluation -0.2 % 0.0 % -0.7 % Interest expense 0.0 % 0.0 % -5.8 % Contingent liability for IMX acquisition 0.4 % 0.0 % 38.2 % Acquisition costs -1.2 % -3.2 % -36.7 % Goodwill impairment -10.8 % 0.0 % 0.0 % Other 0.3 % 2.2 % -1.3 % Effective income tax rate 3.9 % 0.0 % 208.8 % Deferred income tax assets and liabilities consist of the following: (in thousands): As of December 31, 2016 2015 Deferred tax assets: Net operating loss carryforwards $ 71,925 $ 65,957 Tax credit carryforwards 4,947 4,533 Accruals 1,274 1,125 Other 1,088 698 Gross deferred tax assets 79,234 72,313 Valuation allowance (76,295 ) (70,053 ) Total deferred tax assets 2,939 2,260 Deferred tax liabilities: Property and equipment 195 95 Purchased intangibles (8,979 ) (2,355 ) Other (212 ) — Total deferred tax liabilities (8,996 ) (2,260 ) Net deferred tax liabilities $ (6,057 ) $ — The Company assesses the realizability of its net deferred tax assets by evaluating all available evidence, both positive and negative, including (1) cumulative results of operations in recent years, (2) sources of recent losses, (3) estimates of future taxable income and (4) the length of net operating loss carryforward periods. The Company believes that based on the history of its U.S. losses and other factors, the weight of available evidence indicates that it is more likely than not that it will not be able to realize its U.S. net deferred tax assets. Accordingly, the U.S. net deferred tax assets have been offset by a full valuation allowance. The valuation allowance increased by $6.2 million and $3.7 million during the years ended December 31, 2016 and 2015, respectively. As of December 31, 2016, the Company had domestic federal net operating loss carryforwards of $198.2 million, domestic state net operating loss carryforwards of $102.1 million, and foreign net operating loss carryforwards of $2.4 million that can reduce future taxable income. The domestic federal and state net operating loss carryforwards will begin to expire in 2018 and 2017, respectively. The foreign net operating loss carryforwards can be carried forward indefinitely. As of December 31, 2016, the Company had credit carryforwards of approximately $3.9 million and $4.8 million available to reduce future taxable income, if any, for domestic federal and California state income tax purposes, respectively. The domestic federal credit carryforwards begin to expire in 2021. California credits have no expiration date. Utilization of the Company's net operating loss and credit carryforwards may be subject to a substantial annual limitation due to the ownership change limitations provided by the Internal Revenue Code of 1986, as amended and similar state provisions. Based on a preliminary review of the Company's equity transactions since inception, the Company believes a portion of its net operating loss carryforwards and credit carryforwards may be limited due to equity financings which occurred in 2000, 2004, 2007, 2014 through the current period. A reconciliation of the Company’s unrecognized tax benefits is as follows (in thousands): Year Ended December 31, 2016 2015 2014 Balance at beginning of year $ 2,431 $ 2,054 $ 2,196 Additions based on tax positions related to current year 2,489 372 83 Additions (reductions) based on tax positions related to prior years 332 5 (225 ) Balance at end of year $ 5,252 $ 2,431 $ 2,054 Approximately $2.6 million of the $5.3 million of unrecognized tax benefit as of December 31, 2016, if recognized, would impact the Company's effective tax rate. During the year ended December 31, 2015, given the Company's valuation allowance, the uncertain tax benefits would not impact the effective tax rate. The Company recognizes interest and penalties related to unrecognized tax benefits as a component of income tax expense. During the year ended December 31, 2016, the Company recognized $0.3 million of accrued interest and penalties related to unrecognized tax benefits. There were no accruals of interest expense during the years ended December 31, 2015, and 2014. The Company does not anticipate a significant change in the unrecognized tax benefits over the next twelve months. The Company files U.S., state and foreign income tax returns in jurisdictions with varying statutes of limitations. Due to net operating loss and credit carryovers, the domestic federal and state income tax returns are subject to tax authority examination from inception. In the foreign jurisdictions where the Company files income tax returns, the statutes of limitations with respect to these jurisdictions vary from jurisdiction to jurisdiction and range from 4 to 6 years. |
401(K) Plan
401(K) Plan | 12 Months Ended |
Dec. 31, 2016 | |
Compensation And Retirement Disclosure [Abstract] | |
401(K) Plan | 15. 401(K) PLAN The Company sponsors a 401(k) defined contribution plan covering all employees. To date, there have been no employer contributions to the plan. |
Segment Reporting
Segment Reporting | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
Segment Reporting | 16. SEGMENT REPORTING Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the Chief Operating Decision Maker (“CODM”), or decision making group, whose function is to allocate resources to and assess the performance of the operating segments. The Company has identified its chief executive officer as the CODM. In determining its reportable segments, the Company considered the markets and types of customers served and the products or services provided in those markets. Prior to the acquisition of Allenex, the Company operated as a single reportable segment. Subsequent to the acquisition of Allenex, the Company has identified the following two reportable segments, which are the same as its operating segments: • CareDx: This segment focuses on discovery, development and commercialization of clinically differentiated, high-value diagnostic solutions for transplant patients. Its first commercialized testing solution, AlloMap, is a gene expression test that helps clinicians monitor and identify heart transplant recipients with stable graft function who have a low probability of moderate/severe acute cellular rejection. • Olerup: This segment develops, manufactures, markets and sells high quality products that increase the chance of successful transplants by facilitating a better match between a donor and a recipient of stem cells and organs. Its Olerup SSP product line, which addresses HLA typing, is used prior to hematopoietic stem cell/bone marrow and organ transplantations to match donors with recipients. There were no intersegment sales for the years ended December 31, 2016. The following table summarizes the operating results of the Company’s reportable segments (in thousands): Years Ended December 31, 2016 2015 2014 Total segments Net revenues $ 40,631 $ 28,144 $ 27,306 Operating loss (37,332 ) (11,932 ) 1,250 Depreciation and amortization 2,920 796 512 CareDx Net revenues $ 29,917 $ 28,144 $ 27,306 Operating loss (18,374 ) (11,932 ) 1,250 Depreciation and amortization 982 796 512 Olerup Net revenues $ 10,714 $ — $ — Operating loss (18,958 ) — — Depreciation and amortization 1,938 — — December 31, 2016 December 31, 2015 Assets: CareDx $ 41,169 $ 55,638 Olerup 35,561 — Total assets $ 76,730 $ 55,638 Revenues by geographic regions are based upon the customers’ ship-to address. The following table summarizes reportable revenues by geographic regions (in thousands): Years Ended December 31, 2016 2015 2014 Revenues: North America $ 33,215 $ 28,144 $ 27,306 Europe, Middle East and Africa 6,992 — — Latin America 424 — — Total $ 40,631 $ 28,144 $ 27,306 The following table summarizes long-lived assets, consisting of property and equipment, net, by geographic regions (in thousands): December 31, 2016 December 31, 2015 Long-lived assets: United States $ 2,052 $ 2,425 Europe 879 — Total $ 2,931 $ 2,425 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 17. RELATED PARTY TRANSACTIONS On April 14, 2016, the Company completed the Private Placement (as described in Note 11), pursuant to which it issued and sold to certain investors an aggregate of 591,860 Units, for aggregate gross proceeds to the Company of approximately $14.2 million, of which $1.8 million was paid in satisfaction of placement agents, escrow agent and legal fees as well as other direct issuance costs. FastPartner, Midroc Invest AB and Xenella Holding AB, the three Majority Shareholders, each beneficially owned 566,962 shares, 636,838 shares and 162,928 shares, respectively, of the Company’s outstanding shares of common stock prior to the closing of the Subsequent Financing (as described in Note 11). The Company has loans outstanding with both FastPartner AB and Mr. Mohammed Al Amoudi as of December 31, 2016 (as described in Note 10). A member of the Company’s board of directors is a managing director of M.M. Dillon, and as such, the Company considered M.M. Dillon to be a related party. M.M. Dillon acted as one of the Company’s financial advisors and placement agents in connection with the Private Placement and Subsequent Financing (as described in Note 11). |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | 18. SUBSEQUENT EVENTS Acquisition of assets of Conexio Genomics Pty. Ltd In January 2017, the Company completed a transaction to acquire Conexio business assets that the Company needed in order to continue selling the SBT product line. The Company purchased rights to many of the assets, such as machinery, facilities leases, know-how and the opportunity to retain key Conexio employees to continue producing and selling the SBT line of products. The Company will pay, by July 1, 2017, up to $0.3 million for finished goods and by December 31, 2017 up to $0.2 million for unfinished inventory purchased from Conexio. In addition, the Company will make quarterly payments to Conexio of 20% of the gross revenue from the sale of the SBT line of products using the purchased assets up to an aggregate total of $0.7 million. The Company will assume all obligations under the lease of the Conexio facilities, and any liabilities for product warranty claims related to the sale of these products up to $35,000 . . From 2011 to January 2017, Allenex, through Olerup SSB AB, was the exclusive global distributor of the HLA sequence-based typing products SBT Resolver and Assign SBT from Conexio, Illumina, Inc. acquired Conexio, Inc. and, in January 2017, the Company acquired from Illumina the elements necessary to continue offering the SBT line of products. Settlement of outstanding litigation On April 25, 2016, Oberland filed a breach of contract claim against the Company in the Supreme Court of the State of New York, County of New York (the “Complaint”). Oberland alleged, among other things, that the Company breached certain provisions of the amended and restated commitment letter and the restated fee letter that it entered into with Oberland on February 8, 2016. Pursuant to the Complaint, Oberland sought damages against the Company in the amount of at least $1.4 million, plus costs and expenses, including the fees and expenses of Oberland’s attorneys. As a result, the Company previously accrued the amount being claimed by Oberland of $1.4 million. On July 15, 2016, the Company filed an answer and made counterclaims against Oberland (the “Answer”), generally denying the claims asserted by Oberland in the Complaint and asserting fraudulent inducement and breach of contract counterclaims against Oberland. Pursuant to the Answer, the Company sought dismissal of the Complaint in its entirety, rescission of all agreements with Oberland and damages of not less than $1.3 million, together with interest and punitive damages, if deemed appropriate under applicable law, and costs and disbursements of the action, including reasonable attorneys’ fees. Effective as of March 2, 2017, the Company and Oberland settled the matters covered by the Complaint and the Answer (the “Settlement”). Pursuant to the Settlement, the Company paid Oberland $0.6 million and each party agreed to release claims asserted in the Complaint and the Answer. The Company subsequently adjusted its accrual from $1.4 million to $0.6 million as of December 31, 2016. Debt financing (JGB Debt) On March 15, 2017, the Company entered into a Securities Purchase Agreement (the “SPA”) pursuant to which, the Company issued Senior Secured Debentures with an aggregate principal amount of $27.8 million (the “Debentures”) and warrants (the “Warrants”) to purchase up to an aggregate of 1.25 million shares of the Company’s common stock for net proceeds of $24.0 million. The Company used $11.2 million of the net proceeds from the Financing to repay its existing indebtedness under the Loan Agreement with East West Bank and is required to maintain restricted cash of $9.4 million. The Debentures mature on February 28, 2020, accrue interest at 9.5% per year and are convertible into shares of the Company’s common stock at a price of $4.56 per share (the “Conversion Price”) at the holder’s option. Additionally, after September 1, 2017, upon the satisfaction of certain conditions, including the volume weighted average price of the Company’s common stock exceeding 250% of the Conversion Price for twenty consecutive trading days, the Company can require that the Debentures be converted into shares of the Company’s common stock, subject to certain limitations. Commencing on March 1, 2018, each of the holders of the Debentures shall have the right, at its option, to require the Company to redeem up to $937,500 of the outstanding principal amount of its Debenture per month. The Company will be required to promptly, but in any event no more than one trading day after the holder delivers a redemption notice to the Company, pay the applicable redemption amount in cash or, at the Company’s election and subject to certain conditions, in shares of the Company’s common stock. If the Company elects to pay the redemption amount in shares of the Company’s common stock, then the shares will be delivered based on a price equal to the lowest of (a) 88% of the average of the three lowest volume weighted average prices of the Company’s common stock over the prior 20 trading days, (b) 88% of the prior trading day’s volume weighted average price, or (c) the Conversion Price. The Company may only opt for payment in shares of the Company’s common stock if certain conditions are met. The Company’s obligations under the Debentures can be accelerated upon the occurrence of certain events of default as specified in the agreement. In the event of default and acceleration of the Company’s obligations, the Company would be required to pay (i) 115% of all amounts of principal and interest then outstanding under the Debentures in cash if the Debenture is accelerated prior to March 1, 2018, (ii) 108% of all amounts of principal and interest then outstanding under the Debentures in cash if the Debenture is accelerated after March 1, 2018, but prior to March 1, 2019, and (iii) 105% of all amounts of principal and interest then outstanding under the Debentures in cash if the Debenture is accelerated after March 1, 2019. The Company’s obligations under the Debentures are secured under a Security Agreement by a senior lien on all of the Company’s assets, other than its interest in CareDx International AB (formerly known as Allenex AB), which is subject to a negative pledge prohibiting the incurrence of additional or replacement debt. The Debentures contain customary affirmative and restrictive covenants and representations and warranties, including financial reporting obligations, a restriction on the Company’s ability to pay cash dividends on our common stock and limitations on indebtedness, liens, investments, distributions, transfers, corporate changes, deposit accounts and subsidiaries. The Company must also maintain a minimum cash amount at all times, achieve commercialization of AlloSure by a certain date and achieve certain gross profit targets for sales of its AlloMap product. The Warrants have an exercise price of $5.00 (subject to adjustment in certain circumstances), become exercisable commencing on September 16, 2017 and expire on September 15, 2022. Pursuant to the SPA, the Company also agreed to seek approval of its stockholders for the issuance of the shares of Common Stock that may be issued by the Company upon the conversion or redemption of the Debentures or the exercise of the Warrants in excess of 4,269,522 shares. In connection with the Financing, on March 15, 2017, the Company and the Purchasers entered into a Registration Rights Agreement (the “Registration Rights Agreement”) pursuant to which, among other things, the Company agreed to prepare and file one or more registration statements with the Securities and Exchange Commission for the purpose of registering for resale any shares of Common Stock that may be issued by the Company upon the conversion or redemption of the Debentures or the exercise of the Warrants. Craig Hallum Capital Group LLC (the “Placement Agent”) acted as the placement agent for the offering of the Debentures and the Warrants and the Company agreed to pay the Placement Agent a fee equal to 3% of the gross proceeds actually received by the Company from the sale of the Debentures. The agreement is a senior secured facility and calls for covenants, including additional debt and cash maintenance covenants. Beginning in March 2018, JGB has the option to require the company to repay up to $0.9 million per month. These repayments can be honored in cash or, subject to certain limitations, the Company’s common stock at the Company’s election. As part of the new debt facility, the Company will issue to JGB 1,250,000 warrants to purchase shares of common stock. The warrants are exercisable 185 days from grant date and have a 5.5 year term at $5.00 per share. Failure to Timely File Annual Report on Form 10-K The Company did not timely file its Annual Report on Form 10-K for the year ended December 31, 2016, which was due on April 17, 2017. As a result, the Company is currently ineligible to file new short form registration statements on Form S-3, is unable to conduct “off the shelf” offerings under Rule 415 of the Securities Act of 1933, as amended, using its currently effective registration statement on Form S-3 (File No. 333-206277) and its resale registration statement on Form S-3 covering the sale of up to 8,534,261 shares of common stock by selling stockholders, including stockholders who acquired common stock in connection with private placements, cannot currently be used by such selling stockholders to resell such shares of common stock. In addition, the failure to timely file the Form 10-K constituted a breach of the Company’s covenant under the SPA to make all required Securities Exchange Act of 1934, as amended (the “Exchange Act”), filings with the Securities and Exchange Commission on a timely basis. As a result of the Company’s failure to file its Annual Report on Form 10-K for the year ended December 31, 2016 by April 17, 2017, the Company breached its obligation under the SPA to make all required Exchange Act filings with the SEC on a timely basis. Failure to Timely File Registration Statement Pursuant to the Company’s Registration Rights Agreement, dated March 15, 2017, with JGB, which was entered into in connection with the SPA and the Debentures, the Company is required to file a registration statement with the SEC registering for resale the Company’s common stock underlying the securities issued or issuable to JGB in the financing. Because the Company failed to file the registration statement with the SEC by April 17, 2017, commencing on April 18, 2017, the Company began accruing liquidated damages payable to JGB at a rate of approximately $7,000 per day. These damages will continue to accrue at the same rate on a daily basis until the registration statement is filed with the SEC. |
Selected Quarterly Financial Da
Selected Quarterly Financial Data | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Selected Quarterly Financial Data | 19. SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED) The following table presents selected unaudited consolidated financial data for each of the eight quarters in the two-year period ended December 31, 2016. The Company believes this information reflects all recurring adjustments necessary to fairly present this information when read in conjunction with the Company’s financial statements and the related notes. Net loss per share, basic and diluted, for the four quarters of each fiscal year may not sum to the total for the fiscal year because of the different number of shares outstanding during each period. The results of operations for any quarter are not necessarily indicative of the results to be expected for any future period. The acquisition of Allenex in the June 30, 2016 quarter affects the comparability of the financial data presented below. Quarter Ended: March 31 June 30 September 30 December 31 (In thousands, except share and per share data) 2016 Consolidated Statement of Operations Data: Total revenue $ 6,562 $ 10,735 $ 12,475 $ 10,859 Net loss attributable to CareDx, Inc. used to compute basic net loss per share $ (9,752 ) $ (10,470 ) $ (3,764 ) $ (15,483 ) Net loss per common share attributable to CareDx, Inc., basic $ (0.81 ) $ (0.77 ) $ (0.20 ) $ (0.73 ) Net loss per common share attributable to CareDx, Inc., diluted $ (0.81 ) $ (0.77 ) $ (0.26 ) $ (0.73 ) Shares used in calculation of net loss per share attributable to CareDx, Inc., basic 11,969,714 13,568,120 19,098,626 21,270,151 Shares used in calculation of net income loss per share attributable to CareDx, Inc., diluted 11,969,714 13,568,120 19,481,424 21,270,151 Consolidated Balance Sheet Data: Total assets $ 48,834 $ 100,453 $ 102,092 $ 76,730 Long-term debt, net of current portion $ 11,368 $ 10,072 $ 8,496 $ 1,098 2015 Consolidated Statement of Operations Data: Total revenue $ 7,216 $ 7,129 $ 7,151 $ 6,648 Net loss attributable to CareDx, Inc. used to compute basic net loss per share $ (2,272 ) $ (3,185 ) $ (3,489 ) $ (4,761 ) Net loss per common share attributable to CareDx, Inc., basic $ (0.19 ) $ (0.27 ) $ (0.29 ) $ (0.40 ) Net loss per common share attributable to CareDx, Inc., diluted $ (0.19 ) $ (0.27 ) $ (0.29 ) $ (0.40 ) Shares used in calculation of net loss per share attributable to CareDx, Inc., basic 11,814,467 11,835,405 11,890,057 11,902,325 Shares used in calculation of net income loss per share attributable to CareDx, Inc., diluted 11,814,467 11,835,405 11,890,057 11,902,325 Consolidated Balance Sheet Data: Total assets $ 63,277 $ 61,366 $ 59,342 $ 55,638 Long-term debt, net of current portion $ 14,609 $ 13,389 $ 12,125 $ 12,887 |
Organization and Description 27
Organization and Description of Business (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Liquidity And Going Concern | Liquidity and Going Concern The Company adopted FASB issued ASU No. 2014-15, Presentation of Financial Statements - Going Concern (Subtopic 205-40) effective December 31, 2016, which requires the Company to make certain disclosures if it concludes that there is substantial doubt about the entity’s ability to continue as a going concern within one year from the date of the issuance of these financial statements. The Company has incurred significant losses and negative cash flows from operations since its inception and had an accumulated deficit of $ million at December 31, 2016. As of December 31, 2016, the Company had cash and cash of debt outstanding under its debt and capital lease obligations, net of debt discount. As discussed in Note 18, in March 2017, the Company received net proceeds of $24.0 million in connection with the issuance of a debt obligation to JGB Collateral LLC and certain of its affiliates (“JGB”), of which $11.2 million was used to repay the Company’s outstanding debt obligations to East West Bank. In addition, the debt agreement requires the Company to maintain a minimum of $9.4 million of cash at a named financial institution. These funds are restricted as to withdrawal and are not available to the Company to fund its operations or repay indebtedness. Pursuant to the Company’s convertible debt financing agreements, the Company is required to file a registration statement with the SEC registering for resale the shares underlying the securities issued or issuable to JGB in the financing. Because the Company failed to file the registration statement with the SEC by April 17, 2017, commencing on April 18, 2017, the Company began accruing liquidated damages payable to JGB at a rate of approximately $7,000 per day. These damages will continue to accrue at the same rate on a daily basis until the registration statement is filed with the SEC. Due to insufficient working capital in Allenex, a debt covenant in the Company’s Term Loan Facility Agreement (the “Term Loan Facility”) with Danske Bank A/S (“Danske”) relating to maintaining an adequate leverage ratio was violated at each of June 30, 2016, September 30, 2016 and December 31, 2016. The Company obtained waivers from Danske for the violations of the debt covenant as of June 30, 2016 and September 30, 2016. For the violation as of December 31, 2016, the Company received a conditional waiver from Danske based on the preliminary consolidated financial statements for Allenex as of and for the three months and year ended December 31, 2016 prepared under International Financial Reporting Standards as adopted in Sweden and for regulatory reporting in Sweden. Any change to the preliminary Allenex consolidated financial statements could result in a withdrawal of the conditional waiver and could result in Danske demanding repayment of the debt outstanding. W Absent Danske not demanding repayment of the outstanding debt, the Company believes that its cash and cash equivalents of $17.3 million at December 31, 2016, expected revenues and the available net proceeds available to the Company from the debt agreement with JGB will be sufficient to allow the Company to fund its current operations into the quarter ended June 30, 2017. The Company will require additional financing and/or refinancing of its current debt obligations to fund working capital, repay debt and pay its obligations. The Company may pursue financing and refinancing opportunities in both the private and public debt and equity markets through sales of debt or equity securities. Additional financing might include one or more offerings and one or more of a combination of discounted or at-the-market common stock, securities convertible into or exchangeable for shares of common stock, warrants or other rights to purchase or acquire common stock. However, there can be no assurance that the Company will be successful in acquiring additional funding at levels sufficient to fund its operations or on terms favorable to the Company. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of one year from the date of the issuance of these financial statements. Moreover, the Company does not believe that it will have sufficient cash to meet its projected operating requirements for the next 12 months from the consolidated balance sheet date included in the Annual Report on Form 10-K unless it raises additional financing. If the Company is unsuccessful in its efforts to raise additional financing and/or refinance the Company’s indebtedness in the near term, the Company will be required to significantly reduce or cease operations. Additionally, due to the substantial doubt about the Company’s ability to continue operating as a going concern and the material adverse change clause in the loan agreement with East West Bank, the entire amount of borrowings at December 31, 2016 has been classified as current in these financial statements. East West Bank has not invoked the material adverse change clause. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern through December 31, 2016, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The financial statements do not reflect any adjustments relating to the recoverability and reclassifications of assets and liabilities that might be necessary if the Company is unable to continue as a going concern. |
Reverse Stock Split, and Increase in Authorized Shares | Reverse Stock Split, and Increase in Authorized Shares On July 1, 2014, the Company’s Board of Directors approved an amendment to the Company’s Certificate of Incorporation to reflect a 1 for 6.85 reverse stock split (the “Reverse Stock Split”) of the Company’s outstanding common stock and convertible preferred stock and increase the authorized common stock to 10,000,000 shares, after giving effect to the Reverse Stock Split. The Reverse Stock Split became effective July 14, 2014. The par value per share was not adjusted as a result of the Reverse Stock Split. Effective July 22, 2014, the Company’s certificate of incorporation was amended and restated to provide for 100,000,000 authorized shares of common stock with a par value of $0.001 per share, and 10,000,000 authorized shares of preferred stock with a par value of $0.001 per share. All authorized, issued and outstanding shares of common stock, convertible preferred stock, options and warrants to purchase common or preferred stock and related per share amounts contained in the financial statements have been retroactively adjusted to reflect the Reverse Stock Split for all periods presented. |
Initial Public Offering | Initial Public Offering On July 22, 2014, the Company closed its initial public offering (“IPO”) of 4,000,000 shares of its common stock, and issued an additional 220,000 shares of common stock on August 13, 2014 pursuant to the exercise of the over-allotment option granted to its underwriters. The public offering price of the shares sold in the IPO was $10.00 per share. The total proceeds from the IPO to the Company, net of underwriting discounts and commissions of $3.0 million, were $39.2 million. After deducting offering expenses payable by the Company of $3.7 million, net proceeds to the Company were $35.5 million. Upon the closing of the IPO, all shares of convertible preferred stock then outstanding converted into 6,048,220 shares of common stock, and a subordinated convertible note previously issued by the Company in the principal amount of $5.0 million converted into 510,777 shares of common stock. In addition, all of the Company’s convertible preferred stock warrants were converted into warrants to purchase common stock. |
Basis of Presentation | Basis of Presentation The Company’s financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries. Intercompany transactions have been eliminated. Since the Company owns less than 100% of the shares of Allenex, the Company records net loss attributable to noncontrolling interest in its condensed consolidated statements of operations equal to the percentage of the economic or ownership interest retained in such entities by the respective noncontrolling parties. Subsequent to its acquisition in 2014, the financial statements of IMX, which was the Company’s wholly-owned subsidiary and was merged into the Company, were included in the financial statements of the Company. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses in the consolidated financial statements and accompanying notes. On an ongoing basis, management evaluates its estimates, including those related to (i) revenue recognition, (ii) the differences between amounts billed and estimated receipts from payers, (iii) the determination of the accruals for clinical studies, (iv) the determination of refunds to be requested by third-party payers, (v) the fair value of assets and liabilities, including from acquisitions, (vi) inventory valuation, (vii) the valuation of warrants, Series A Preferred, and common stock issued in the Private Placement and Subsequent Financing, (viii) the fair value of contingent consideration in a business acquisition, (ix) the fair value of embedded derivatives, (x) measurement of stock-based compensation expense, (xi) the determination of the valuation allowance and estimated tax benefit associated with deferred tax assets and net deferred tax liability, (xii) any impairment of long-lived assets, including in-process technology and goodwill, and (xiii) legal contingencies. Actual results could differ from those estimates. |
Concentrations of Credit Risk and Other Risks and Uncertainties | Concentrations of Credit Risk and Other Risks and Uncertainties Financial instruments that potentially subject the Company to credit risk consist of cash and cash equivalents and accounts receivable. The Company’s policy is to invest its cash and cash equivalents in money market funds, obligations of U.S. government agencies and government-sponsored entities, commercial paper and various bank deposit accounts. These financial instruments were held in Company accounts at eight financial institutions. The counterparties to the agreements relating to the Company’s investments consist of financial institutions of high credit standing. The Company is exposed to credit risk in the event of default by the financial institutions to the extent of amounts recorded on the balance sheets which may be in excess of insured limits. The Company is also subject to credit risk from its accounts receivable, which are derived from revenue earned from AlloMap tests provided for patients located in the U.S. and billed to various third-party payers, and sales of Olerup SSP products to distributors, strategic partners and end customers in Europe, Middle East and Africa, the U.S., Latin America and other geographic regions. The Company has not experienced any significant credit losses and does not generally require collateral on receivables. For the years ended December 31, 2016, 2015 and 2014, approximately 44%, 50% and 51%, respectively, of testing revenue was paid for by Medicare. No other payers represented more than 10% of testing revenue for these periods. Product revenue accounted for 26% of total revenue for the year ended December 31, 2016. No payer accounted for more than 10% of product revenue for this period. At December 31, 2016 and 2015, approximately 27% and 35%, respectively, of accounts receivable was due from Medicare. At December 31, 2016 and 2015, approximately 6 % and 21% of accounts receivable was due from Aetna, respectively. No other payer represented more than 10% of accounts receivable at December 31, 2016 or 2015. |
Cash Equivalents | Cash Equivalents Cash equivalents consist of short-term, highly liquid investments with original maturities of three months or less from the date of purchase. Cash equivalents consist primarily of amounts invested in money market funds. |
Restricted Cash | Restricted Cash Under lease agreements for certain facilities and an agreement with the State of Florida Medicaid, the Company must maintain letters of credit, minimum collateral requirements and a surety bond. These agreements are collateralized by cash. The cash used to support these arrangements is classified as long-term restricted cash on the accompanying balance sheets. |
Inventory | Inventory Inventory is finished goods and raw materials, which consist of AlloMap reagent plates, laboratory supplies, reagents and Olerup SSP kits. Inventories are used in connection with tests performed and may also be used for research and product development efforts. Laboratory supplies subsequently designated for research and product development use are expensed. Obsolete or damaged inventories are written off and excluded from the physical inventory. Inventories are stated at the lower of actual purchased cost, determined on an average cost basis, or net realizable value at our Stockholm, Sweden, location and at the lower of actual purchased cost, determined on a first-in, first-out basis, or net realizable value at our other locations. |
Property and Equipment, net | Property and Equipment, net Property and equipment are stated at cost, less accumulated depreciation. Property and equipment are depreciated using the straight-line method over the estimated useful lives of the assets, generally three years for laboratory, computer and office equipment, and generally seven years for furniture and fixtures. Leasehold improvements are amortized over the shorter of their estimated useful lives or the remaining lease term. Assets held under capital leases are recorded at the lower of the net present value of the minimum lease payments or the fair market value of the leased asset at the inception of the lease. Amortization expense is computed using the straight-line method over the shorter of the estimated useful lives of the assets or the period of the related lease. The Company capitalizes certain costs incurred for software developed or obtained for internal use. These costs include software licenses, consulting services, and direct materials, as well as employee payroll and payroll-related costs. Capitalized internal-use software costs are depreciated over three years. |
Purchased Intangible Assets | Purchased Intangible Assets Amortizable intangible assets include customer relationships, developed technology, trademarks, contracts and in-process research and development (“IPR&D”) identified intangible assets acquired as part of a business combination. Intangible assets subject to amortization are amortized over their estimated useful lives. The Company tests IPR&D for impairment on an annual basis and in between annual tests if it becomes aware of events or changes that would indicate that it is more likely than not that the fair value of the assets is below their carrying amounts. The IPR&D annual impairment test is performed as of December 1 of each fiscal year. If the fair value exceeds the carrying value, then there is no impairment. Impairment losses on indefinite-lived intangible assets are recognized based solely on a comparison of the fair value of an asset to its carrying value, without consideration of any recoverability test. The Company has not identified any such impairment losses to date. |
Impairment of Long-lived Assets | Impairment of Long-lived Assets The Company evaluates its long-lived assets for indicators of possible impairment when events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. The Company then compares the carrying amounts of the assets with the future net undiscounted cash flows expected to be generated by such asset. Should an impairment exist, the impairment loss would be measured based on the excess carrying value of the asset over the asset’s fair value determined using discounted estimates of future cash flows. The Company has not identified any such impairment losses to date. |
Goodwill | Goodwill Goodwill represents the excess of the cost of an acquisition over the sum of the amounts assigned to tangible and identifiable intangible assets acquired, less liabilities assumed. Goodwill is not subject to amortization, but is tested for impairment on an annual basis and whenever events or changes in circumstances indicate the carrying amount of these assets may not be recoverable. The Company has determined that it operates in two reportable segments associated with the delivery of diagnostic tests and the development and commercialization of diagnostic products. The reporting unit’s carrying value is compared to its fair value. The estimated fair values of the reporting units are determined using either the market approach, income approach or a combination of the market and income approach. Goodwill is considered impaired if the carrying value of the reporting unit exceeds its estimated fair value. The income approach uses expected future operating results and failure to achieve these expected results may cause a future impairment of goodwill at the reporting unit. If the carrying value of the reporting unit exceeds its estimated fair value, the second step of the goodwill impairment test is performed by comparing the carrying value of the goodwill in the reporting unit to its implied fair value. The implied fair value is calculated by allocating all of the assets and liabilities of the reporting unit, including any unrecognized intangible assets, in a hypothetical analysis that calculates the implied fair value of goodwill in the same manner as if the reporting unit was being acquired in a business combination. An impairment charge is recognized for the excess of the carrying value of goodwill over its implied estimated fair value. The Company conducted its annual goodwill impairment test as of December 1, 2016 and identified an impairment of $13.0 million related to the goodwill recorded in connection with the acquisition of Allenex. See Note 6 for additional discussion regarding the impairment charge recorded. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining fair value, the Company considers the principal or most advantageous market in which the Company would transact, and it takes into consideration the assumptions that market participants would use when pricing the asset or liability. The Company’s assessment of the significance of a particular input to the fair value measurement of an asset or liability requires management to make judgments and to consider specific characteristics of that asset or liability. The carrying amounts of certain of the Company’s financial instruments, including cash equivalents, accounts receivable, accounts payable and accrued liabilities, approximate fair value due to their short maturities. The carrying amounts of the convertible preferred stock warrant liability and contingent consideration liability also represents their fair values. |
Warrants | Warrants On April 14, 2016 and June 15, 2016, the Company completed the Private Placement and Subsequent Financing, respectively (as described in Note 11), which included the issuance of freestanding warrants to certain accredited investors and placement agents to purchase shares of the Company’s common stock. The exercisability of the warrants was contingent upon the receipt of the Requisite Stockholder Approval, which occurred on June 16, 2016. The freestanding warrants issued pursuant to the Private Placement and Subsequent Financing are contingently redeemable and are classified as liabilities on the consolidated balance sheet and recorded at their estimated fair value. The warrants are remeasured at each balance sheet date with changes recorded in change in estimated fair value of common stock warrant and derivative liabilities on the consolidated statements of operations. In 2015, the Company issued warrants to purchase shares of its common stock in connection with a debt financing (see Note 10). The Company accounted for these warrants as equity based on the estimated fair value of the warrants on the issuance date. The fair value of the outstanding warrants was estimated using the Black-Scholes Model. The Black-Scholes Model requires inputs such as the expected term of the warrants, expected volatility and risk-free interest rate. Certain of these inputs are subjective and require significant analysis and judgment to develop. For the estimate of the expected term, the Company used the full remaining contractual term of the warrant. The Company had freestanding warrants enabling counterparties to purchase shares of its convertible preferred stock as of December 31, 2013, which were converted to warrants to purchase common stock on the Company’s IPO date. Upon the completion of the IPO in July 2014, preferred stock warrants were converted into warrants to purchase common stock, and, accordingly, the liability was reclassified to equity and became no longer subject to remeasurement. |
Testing Revenue | Testing Revenue The Company recognizes revenues for tests delivered when the following criteria are met: (i) persuasive evidence that an arrangement exists; (ii) delivery has occurred or services rendered; (iii) the fee is fixed or determinable; and (iv) collectability is reasonably assured. For testing revenue, the first criterion is satisfied when a third-party payer makes a coverage decision or enters into a contractual arrangement with the Company for the test. The second criterion is satisfied when the Company performs the test and delivers the test result to the ordering physician. The third criterion is satisfied if the third-party payer’s coverage decision or reimbursement contract specifies a price for the test. The fourth criterion is satisfied based on management’s judgments regarding the collectability of the fees charged under the arrangement. Such judgments include review of past payment history. AlloMap testing may be considered investigational by some payers and not covered under their reimbursement policies. Others may cover the test, but not pay a set or determinable amount. As a result, in the absence of a reimbursement agreement or sufficient payment history, collectability cannot reasonably be assured so revenue is not recognized at the time the test is delivered. If all criteria set forth above are met, revenue is recognized. When the first, third or fourth criteria are not met but third-party payers make a payment to the Company for tests performed, the Company recognizes revenue on the cash basis in the period in which the payment is received. Revenue for tests performed is recognized on the accrual basis net of adjustments for differences between amounts billed and the estimated receipts from payers. The amount the Company expects to collect may be lower than the agreed upon amount due to several factors, such as the amount of patient co-payments, the existence of secondary payers and claim denials. Estimated receipts are based upon historical payment practices of payers. Differences between estimated and actual cash receipts are recorded as an adjustment to revenue, which have been immaterial to date. Taxes assessed by governmental authorities on revenue, including sales and value added taxes, are excluded from revenue in the statements of operations. |
Product Revenue | Product Revenue Product revenue is recognized from the sale of products to end-users, distributors and strategic partners when persuasive evidence of an arrangement exists, the product is complete and tested and has been shipped or delivered, as required to transfer title and risk of loss, the sales price is fixed and determinable, collection of the resulting receivable is reasonably assured, there are no material contingencies and the Company does not have significant obligations for future performance. When collectability is not reasonably assured, the Company defers the revenue until the cash is received. Provisions for estimated future product returns and allowances are recorded in the period of the sale based on the historical and anticipated future rate of returns. Revenue is recorded net of any discounts given to the buyer. |
Collaboration and License Revenue | Collaboration and License Revenue The Company generates revenue from collaboration and license agreements. Collaboration and license agreements may include non-refundable upfront payments, partial or complete reimbursement of research and development costs, contingent payments based on the occurrence of specified events under the agreements, license fees and royalties on sales of products or product candidates if they are successfully commercialized. The Company’s performance obligations under the collaborations may include the transfer of intellectual property rights in the form of licenses, obligations to provide research and development services and obligations to participate on certain development committees with the collaboration partners. The Company makes judgments that affect the periods over which it recognizes revenue. The Company periodically reviews its estimated periods of performance based on the progress under each arrangement and accounts for the impact of any change in estimated periods of performance on a prospective basis. The Company recognizes contingent consideration received from the achievement of a substantive milestone in its entirety in the period in which the milestone is achieved, which the Company believes is consistent with the substance of its performance under its various license and collaboration agreements. The Company did not recognize any revenue connected with milestones during the years ended December 31, 2016, 2015 or 2014. |
Cost of Testing and Product | Cost of Testing Cost of testing reflects the aggregate costs incurred in delivering the Company’s AlloMap test results to clinicians. The components of cost of testing are materials and service costs, direct labor costs, stock-based compensation, equipment and infrastructure expenses associated with testing samples, shipping, logistics and specimen processing charges to collect and transport samples and allocated overhead including rent, information technology, equipment depreciation, utilities and royalties. Costs associated with performing tests (except royalties) are recorded as the test is processed regardless of whether and when the testing revenue is recognized with respect to that test. As a result, the Company’s cost of testing as a percentage of revenue may vary significantly from period to period because the Company does not recognize all revenue in the period in which the associated costs are incurred. Royalties for licensed technology, calculated as a percentage of test revenues, are recorded as license fees in cost of testing at the time the test revenues are recognized. Cost of Product Cost of product reflects the aggregate costs incurred in delivering the Company’s products to customers. The components of cost of product are materials costs, manufacturing and kit assembly costs, direct labor costs, equipment and infrastructure expenses associated with preparing kitted products for shipment, shipping, and allocated overhead including rent, information technology, equipment depreciation and utilities. Cost of product also includes amortization of acquired developed technology and adjustments to inventory values, including write-down of impaired, slow moving or obsolete inventory. |
Business Combinations | Business Combinations The Company determines and allocates the purchase price of an acquired business to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values as of the business combination date, including identifiable intangible assets which either arise from a contractual or legal right or are separable from goodwill. The Company bases the estimated fair value of identifiable intangible assets acquired in a business combination on independent valuations that use information and assumptions provided by management, which consider management’s best estimates of inputs and assumptions that a market participant would use. The Company allocates any excess purchase price over the estimated fair value assigned to the net tangible and identifiable intangible assets acquired and liabilities assumed to goodwill. The use of alternative valuation assumptions, including estimated revenue projections, growth rates, royalty rates, cash flows, discount rates, estimated useful lives and probabilities surrounding the achievement of contingent milestones could result in different purchase price allocations and amortization expense in current and future periods. In those circumstances where an acquisition involves a contingent consideration arrangement that meets the definition of a liability under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 480, Distinguishing Liabilities from Equity Transaction costs associated with acquisitions are expensed as incurred in general and administrative expenses. Results of operations and cash flows of acquired companies are included in the Company’s operating results from the date of acquisition. |
Research and Development Expenses | Research and Development Expenses Research and development expenses represent costs incurred to develop new surveillance solutions as well as continued development of the Company’s AlloMap test. These expenses include payroll and related expenses, consulting expenses, laboratory supplies, and certain allocated expenses as well as amounts incurred under certain collaboration and license agreements. Research and development costs are expensed as incurred. The Company records accruals for estimated study costs comprised of work performed by contract research organizations under contract terms. |
Advertising Expenses | Advertising Expenses All advertising costs are expensed as incurred. Advertising expenses were insignificant during all of the periods presented. |
Stock-based Compensation | Stock-based Compensation The Company uses the Black-Scholes Model, which requires the use of estimates such as stock price volatility and expected option lives, to value employee stock options. The Company estimates the expected option lives using historical data, volatility using its own historical stock prices and stock prices of peer companies in the diagnostics industry, risk-free rates using the implied yield currently available in the U.S. Treasury zero-coupon issues with a remaining term equal to the expected option lives, and dividend yield using the Company’s expectations and historical data. The fair value of each restricted stock unit is calculated based upon the closing price of the Company’s common stock on the date of the grant. The Company uses the straight-line attribution method for recognizing compensation expense. Compensation expense is recognized on awards ultimately expected to vest and reduced for forfeitures that are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Forfeitures are estimated based on the Company’s historical experience. Compensation expense for stock options issued to nonemployees is calculated using the Black-Scholes Model and is recorded over the service performance period. Options subject to vesting are required to be periodically remeasured over their service performance period, which is generally the same as the vesting period. |
Income Taxes | Income Taxes The Company accounts for income taxes under the liability method. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts expected to be realized. The Company assesses all material positions taken in any income tax return, including all significant uncertain positions, in all tax years that are still subject to assessment or challenge by relevant taxing authorities. The Company’s assessment of an uncertain tax position begins with the initial determination of the position’s sustainability and is measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. As of each balance sheet date, unresolved uncertain tax positions must be reassessed, and the Company will determine whether (i) the factors underlying the sustainability assertion have changed and (ii) the amount of the recognized tax benefit is still appropriate. The recognition and measurement of tax benefits requires significant judgment. Judgments concerning the recognition and measurement of a tax benefit may change as new information becomes available. |
Foreign Currency Translation | Foreign Currency Translation The functional currency of the Company’s foreign subsidiaries is the local currency for each entity, including the Swedish Krona and the Euro. The revenue and expenses of such subsidiaries have been translated into U.S. dollars at average exchange rates prevailing during the period. Assets and liabilities have been translated at the rates of exchange on the balance sheet date. The resulting cumulative translation adjustments are reported in other comprehensive loss. Foreign currency transaction gains and losses are recognized in current operations. |
Comprehensive (Loss) Income | Comprehensive (Loss) Income Comprehensive (loss) income consists of net (loss) income and other gains and losses affecting stockholders’ equity that, under U.S. GAAP, are excluded from net income or loss. For the Company, such items consist of foreign currency translation losses. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In April 2015, the FASB issued ASU No. 2015-05, Intangibles—Goodwill and Other—Internal Use Software (Subtopic 350-40). This updated standard provides guidance to customers about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, then the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. An entity can elect to adopt the amendments either (i) prospectively to all arrangements entered into or materially modified after the effective date or (ii) retrospectively. For prospective transition, the only disclosure requirements at transition are the nature of and reason for the change in accounting principle, the transition method, and a qualitative description of the financial statement line items affected by the change. For retrospective transition, the disclosure requirements at transition include the requirements for prospective transition and quantitative information about the effects of the accounting change. The Company adopted this guidance as of January 1, 2016 as required using the prospective method. There have been no new or existing arrangements that were materially modified following the date of adoption. In November 2015, the FASB issued ASU No. 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes, which simplifies the presentation of deferred income taxes by requiring deferred tax assets and liabilities be classified as noncurrent on the balance sheet. The guidance is effective for the Company beginning on January 1, 2017 with early adoption permitted as of the beginning of any interim or annual reporting period, and it may be applied either (i) prospectively to all deferred tax assets and liabilities, or (ii) retrospectively to all periods presented. If an entity applies the guidance prospectively, the entity should disclose in the first interim and first annual period of change, the nature of and reason for the change in accounting principle and a statement that prior periods were not retrospectively adjusted. If an entity applies the guidance retrospectively, the entity is required to disclose in the first interim and first annual period of change, the nature of and reason for the change in accounting principle and quantitative information about the effects of the accounting change on prior periods. The Company adopted this guidance early as of January 1, 2016 prospectively, which required its deferred tax assets and liabilities to be reclassified from other current assets and liabilities to their respective noncurrent categories on its condensed balance sheets. As of December 31, 2016, the Company had a net noncurrent deferred tax liability of approximately $6.1 million attributable to the acquisition of Allenex. The adoption of this guidance did not result in any material impact on the Company’s condensed financial statements. In February 2016, the Financial Accounting Standards Board (the “FASB”), issued Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842), In March 2016, the FASB issued ASU 2016-06, Derivatives and Hedging: Contingent Put and Call Options in Debt Instruments In March 2016, the FASB issued ASU No 2016-09, Compensation - Stock Compensation (Topic 718) In April 2016, the FASB issued ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing . Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) Revenue from Contracts with Customers (Topic 606), , In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”) In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (a consensus of the FASB Emerging Issues Task Force) . consolidated financial statements In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business . The Company does not expect the adoption of ASU 2017-01 to have a material impact on its consolidated financial statements. In January 2017, the FASB issued ASU No. 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment . The Company is currently evaluating the impact that this guidance will have on its consolidated financial statements. |
Net (Loss) Income Per Share (Ta
Net (Loss) Income Per Share (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Net (Loss) Income Per Share | The following tables set forth the computation of the Company’s basic and diluted net (loss) income per share (in thousands, except shares and per share data): Year Ended December 31, 2016 2015 2014 Numerator: Net (loss) income attributable to CareDx, Inc. used to compute basic net loss per share $ (39,469 ) $ (13,707 ) $ 781 Add: interest expense related to subordinated convertible note — — 364 Less: gain on change in fair value of derivative related to subordinated convertible note — — (118 ) Less: gain on extinguishment of derivative related to subordinated convertible note — — (120 ) Net (loss) income attributable to CareDx, Inc. used to compute diluted net loss per share $ (39,469 ) $ (13,707 ) $ 907 Denominator: Weighted-average shares used to compute basic net (loss) income per share attributable to CareDx, Inc. 16,496,911 11,860,885 5,815,928 Effect of potentially dilutive securities: Convertible preferred stock — — — Convertible preferred stock — — 2,972,051 Subordinated convertible note — — 134,341 Employee stock options — — 360,681 Weighted-average shares used to compute diluted net (loss) income per share attributable to CareDx, Inc. 16,496,911 11,860,885 9,283,001 Net (loss) income per share attributable to CareDx, Inc.: Basic $ (2.39 ) $ (1.16 ) $ 0.13 Diluted $ (2.39 ) $ (1.16 ) $ 0.10 |
Potentially Dilutive Securities Excluded from Diluted Net (Loss) Income Per Share | The following potentially dilutive securities have been excluded from diluted net (loss) income per share, because their effect would be antidilutive: Year Ended December 31, 2016 2015 2014 Shares of common stock subject to outstanding options 1,757,309 1,577,317 539,645 Shares of common stock subject to outstanding common stock warrants 3,259,926 301,069 213,677 Restricted stock units 306,245 106,200 — Total common stock equivalents 5,323,480 1,984,586 753,322 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis | The following table sets forth the fair value of the Company’s financial assets and liabilities measured on a recurring basis, as of December 31, 2016 and 2015 (in thousands): December 31, 2016 Fair Value Measured Using (Level 1) (Level 2) (Level 3) Total Balance Assets Money market funds $ 14,497 $ — $ — $ 14,497 Liabilities Contingent consideration $ — $ — $ 492 $ 492 Warrants to purchase common stock — — 5,208 5,208 Total liabilities $ — $ — $ 5,700 $ 5,700 December 31, 2015 Fair Value Measured Using (Level 1) (Level 2) (Level 3) Total Balance Assets Money market funds $ 28,774 $ — $ — $ 28,774 Liabilities Contingent consideration $ — $ — $ 948 $ 948 |
Summary of Issuances, Changes in Fair Value and Classifications of Level 3 Financial Instruments | The following table presents the issuances, changes in fair value and classifications of the Company’s Level 3 financial instruments that are measured at fair value on a recurring basis (in thousands): (Level 3) Contingent Consideration Liability Warrants to Purchase Common Stock Total Balance as of December 31, 2014 $ 1,074 $ — $ 1,074 Change in estimated fair value (126 ) — (126 ) Balance as of December 31, 2015 948 — 948 Warrants issued in conjunction with Private Placement and Subsequent Financing on April 14, 2016 and June 15, 2016, respectively, and Placement Agent Warrants — 4,958 4,958 Change in estimated fair value (456 ) 250 (206 ) Balance as of December 31, 2016 $ 492 $ 5,208 $ 5,700 |
Business Combination (Tables)
Business Combination (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Allenex [Member] | |
Schedule of Fair Values of Assets Acquired and Liabilities Assumed | The fair values of the assets acquired and liabilities assumed are as follows (in thousands): Total Cash $ 596 Accounts receivable 1,608 Prepaid and other assets 1,092 Inventory 9,636 Property, plant and equipment 1,057 Intangible assets 31,560 Goodwill 16,922 Deferred tax liability (8,598 ) Assumed liabilities (19,799 ) Total preliminary acquisition consideration $ 34,074 |
Schedule of Noncontrolling Interests | Noncontrolling interest as of December 31, 2016 was as follows (in thousands): Total Noncontrolling interest at January 1, 2016 $ — Noncontrolling interest of acquired entity 634 Foreign currency effect (68 ) Loss attributable to noncontrolling interest (287 ) Noncontrolling interest at December 31, 2016 $ 279 |
Summary of Identified Intangible Assets Acquired at Acquisition Date | The following (in thousands): Estimated Fair Value Estimated Useful Life (Years) Customer relationships $ 12,650 15 Developed technology 11,650 10 Acquired in-process technology 4,510 15 Trademarks 2,260 15 Acquired contracts 490 2 Total $ 31,560 |
Schedule of Pro Forma Results of Operations | The following table presents pro forma results of operations and gives effect to the Allenex transaction as if the transaction had been consummated on January 1, 2015. The unaudited pro forma results of operations have been prepared for comparative purposes only and are not necessarily indicative of what would have occurred had the business combination been completed at the beginning of the period or of the results that may occur in the future. Furthermore, the pro forma financial information does not reflect the impact of any reorganization or operating efficiencies resulting from combining the two companies (in thousands). Years Ended December 31, 2016 2015 Revenue: Testing revenue $ 29,681 $ 27,881 Product revenue 15,101 15,957 Other revenue 407 578 Total revenue $ 45,189 $ 44,416 Net loss $ (32,319 ) $ (17,050 ) |
ImmuMetrix, Inc. [Member] | |
Schedule of Pro Forma Results of Operations | The following table presents pro forma results of operations and gives effect to the IMX transaction as if the transaction had been consummated on January 1, 2013. The unaudited pro forma results of operations have been prepared for comparative purposes only and are not necessarily indicative of what would have occurred had the business combination been completed at the beginning of the period or of the results that may occur in the future. Furthermore, the pro forma financial information does not reflect the impact of any reorganization or operating efficiencies resulting from combining the two companies (in thousands). Year Ended December 31, 2014 2013 Net revenue $ 27,306 $ 22,098 Net loss $ (1,080 ) $ (3,768 ) |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Summary of Goodwill | The following table presents details of the Company’s goodwill for the year ended December 31, 2016 (in thousands): CareDx Allenex Total Balance as of December 31, 2015 $ 12,005 $ — $ 12,005 Goodwill acquired — 16,922 16,922 Goodwill impairment — (13,021 ) (13,021 ) Foreign currency translation adjustments — (2,067 ) (2,067 ) Balance as of December 31, 2016 $ 12,005 $ 1,834 13,839 |
Summary of Intangible Assets | The following tables present details of the Company’s intangible assets as of December 31, 2016 (in thousands): December 31, 2016 Acquisition Cost Accumulated Amortization Foreign Currency Translation Net Carrying Amount Weighted Average Remaining Useful Life (In Years) Intangible assets with finite lives: Customer relationships $ 12,650 $ (576 ) $ (1,355 ) $ 10,719 14.0 Developed technology: SSP 11,650 (804 ) (1,233 ) 9,613 9.0 Acquired technology – QTYPE (a) 4,510 (74 ) (490 ) 3,946 14.0 Trademarks 2,260 (103 ) (242 ) 1,915 14.0 Acquired contracts 490 (164 ) (45 ) 281 1.3 Total intangible assets with finite lives $ 31,560 $ (1,721 ) $ (3,365 ) $ 26,474 Acquired in-process technology―dd-cfDNA 6,650 — — 6,650 — Total intangible assets $ 38,210 $ (1,721 ) $ (3,365 ) $ 33,124 (a) QTYPE was initially classified as acquired in-process technology upon the acquisition of Allenex on April 14, 2016, and was reclassified as an intangible asset with a finite life when QTYPE was commercially launched at the end of September 2016. |
Summary of Estimated Future Amortization Expense of Intangible Assets | The following table summarizes the Company’s estimated future amortization expense of intangible assets with finite lives as of December 31, 2016 (in thousands): Years Ending December 31, Cost of Product Sales and Marketing Total 2017 $ 1,568 $ 902 $ 2,470 2018 1,413 902 2,315 2019 1,350 902 2,252 2020 1,350 902 2,252 2021 1,350 902 2,252 Thereafter 6,809 8,124 14,933 Total future amortization expense $ 13,840 $ 12,634 $ 26,474 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Summary of Inventory | Inventory consisted of the following (in thousands): December 31, 2016 2015 Finished goods $ 4,199 $ 237 Work in progress 159 — Raw materials 1,103 529 Total inventory $ 5,461 $ 766 |
Components of Property and Equipment | Property and equipment consisted of the following (in thousands): December 31, 2016 2015 Laboratory equipment $ 5,065 $ 5,022 Leasehold improvements 5,111 4,326 Furniture and fixtures 825 825 Computer and office equipment 4,661 4,125 Machinery and equipment 1,424 — $ 17,086 $ 14,298 Less: Accumulated depreciation and amortization (14,155 ) (11,873 ) Property and equipment, net $ 2,931 $ 2,425 |
Components of Accrued and Other Liabilities | Accrued and other liabilities consisted of the following (in thousands): December 31, 2016 2015 Clinical studies $ 1,375 $ 756 Accrued interest payable on debt 862 — Professional fees 620 880 Debt financing fees 600 — Test sample processing fees 524 426 Accrued overpayments and refunds 281 163 Software implementation costs 176 — Deferred rent – current portion 374 258 Capital leases – current portion 68 71 Other accrued expenses 440 338 Total accrued and other liabilities $ 5,320 $ 2,892 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Commitments And Contingencies Disclosure [Abstract] | |
Future Minimum Lease Commitments under Operating and Capital Leases | Future minimum lease commitments under these operating and capital leases at December 31, 2016, are as follows (in thousands): Years ending December 31, Capital Leases Operating leases 2017 $ 74 $ 2,133 2018 24 2,092 2019 5 2,082 2020 — 2,041 2021 and thereafter — 1 Total minimum lease payments $ 103 $ 8,349 Less: amounts representing interest (9 ) Present value of minimum lease payments 94 Less: current portion of obligations under capital leases (68 ) Long-term portion of obligations under capital leases $ 26 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Transfers And Servicing [Abstract] | |
Schedule of Debt | Debt consisted of the following (in thousands): December 31, 2016 2015 East West Bank Loan $ 12,614 $ 2,866 Danske Bank Credit Facility 7,376 — FastPartner Subordinated Promissory Notes 1,692 — Al Amoudi Subordinated Promissory Notes 1,164 — Current portion of long-term debt $ 22,846 $ 2,866 East West Bank Loan $ — $ 12,887 SSP Primers Loan 1,098 — Long-term debt, net of current portion $ 1,098 $ 12,887 As of December 31, 2016, future debt maturities were as follows (in thousands): Years Ending December 31, Amount 2017 $ 23,032 2018 1,098 Total debt maturities 24,130 Less: debt discount and issuance costs (186 ) Total debt maturities, net of debt discount and issuance costs 23,944 Less: current portion, of long-term debt (22,846 ) Long-term debt, net carrying value $ 1,098 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Stockholders Equity Note [Abstract] | |
Schedule of Warrant Valuation Assumptions [Table Text Block] | The fair value of the Private Placement and Placement Agent warrants were estimated using a Monte Carlo Simulation approach using the following assumptions. December 31, 2016 April 14, 2016 Private Placement Warrants Stock Price $ 2.70 $ 4.45 Exercise Price $ 4.00 $ 4.98 Remaining term (in years) 6.29 7.00 Volatility 51.40 % 46.90 % Risk-free interest rate 2.14 % 1.57 % Expected dividend yield — % — % Placement Agent Warrants Stock Price $ 2.70 $ 4.45 Exercise Price $ 3.99 $ 3.99 Remaining term (in years) 4.29 5.00 Volatility 56.10 % 49.00 % Risk-free interest rate 1.77 % 1.26 % Expected dividend yield — % — % |
Warrants (Tables)
Warrants (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Common Stock [Member] | |
Class Of Warrant Or Right [Line Items] | |
Components of Warrants Outstanding | As of December 31, 2016, outstanding warrants to purchase Common Stock were: Original Term Exercise Price Number of Shares Underlying Warrants Original issue date: February 2008 10 years $ 35.10 22,792 August 2009 10 years $ 21.78 33,473 July 2010 9 years $ 21.78 6,694 December 2010 7 years $ 21.78 17,215 August 2012 7 years $ 21.78 167,182 January 2015 5 years $ 6.96 34,483 April 2016 (a) 7 years $ 4.00 1,775,580 April 2016 (b) 5 years $ 3.99 200,000 June 2016 (c) 7 years $ 4.00 1,002,507 3,259,926 (a) Issued on April 14, 2016 in connection with the Private Placement to certain accredited investors. The exercise price was reset from $4.98 to $4.00 as a result of the Public Offering that closed on September 26, 2016. In accordance with the anti-dilution provisions, the exercise price of the warrants issued in connection with the Private Placement reset from $4.98 per share to $4.00 per share, which was the price paid by investors in the Public Offering, which closed on September 26, 2016. (b) Issued on April 14, 2016 in connection with the Private Placement to placement agents. (c) Issued on June 15, 2016 in connection with the Subsequent Financing. The exercise price was reset from $4.98 to $4.00 as a result of the Public Offering that closed on September 26, 2016. In accordance with the anti-dilution provisions, the exercise price of the warrants issued in connection with the Subsequent Financing reset from $4.98 per share to $4.00 per share, which was the price paid by investors in the Public Offering, which closed on September 26, 2016. |
Stock Incentive Plans (Tables)
Stock Incentive Plans (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Option, Unvested RSU Activity and Related Information (Detail) | The following table summarizes option and unvested RSU activity under the plans and related information: Shares Available for Grant Stock Options Outstanding Weighted- Average Exercise Price Number of RSU Shares Weighted- Average Grant Date Fair Value Balance—December 31, 2013 332,995 466,965 $ 1.99 — $ — Additional options authorized 940,884 — — — — Restricted stock grants (4,899 ) — — — — Options granted (585,345 ) 585,345 11.76 — — Assumed in business combination — 23,229 2.06 — — Options exercised — (9,363 ) 2.14 — — Options forfeited 20,591 (20,591 ) 10.36 — — Options expired 13,781 (13,781 ) 2.74 — — Balance—December 31, 2014 718,007 1,031,804 7.36 — — Additional options authorized 357,075 — — — — Restricted stock grants (38,121 ) — — — — RSUs granted (114,400 ) — — 114,400 6.49 Options granted (652,078 ) 652,078 6.09 — — Options exercised — (23,576 ) 1.94 — — RSUs forfeited 8,200 — — (8,200 ) 6.49 Options forfeited 77,660 (77,660 ) 8.13 — — Options expired 5,329 (5,329 ) 10.36 — — Balance—December 31, 2015 361,672 1,577,317 6.87 106,200 6.49 Additional options authorized 512,575 — — — — Restricted stock grants (61,921 ) — — — — RSUs granted (287,900 ) — — 287,900 5.50 Options granted (597,470 ) 597,470 4.91 — — Options exercised — (5,688 ) 3.29 — — RSUs forfeited 61,305 — — (61,305 ) 5.81 RSUs vested — — — (26,550 ) 6.49 Options forfeited 269,212 (269,212 ) 6.64 — — Options expired 107,601 (107,601 ) 8.88 — — Balance—December 31, 2016 365,074 1,792,286 $ 6.15 306,245 $ 5.69 Vested at December 31, 2016 990,371 $ 6.05 Vested and expected to vest at December 31, 2016 1,757,309 $ 6.15 |
Schedule of Options Outstanding and Options Vested | Options outstanding and options vested as of December 31, 2016 are summarized as follows: Option s Options Vested Range of Exercise Prices Number of Options Outstanding Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price Number of Options Vested Weighted Average Exercise Price $0.27 - 3.98 448,109 5.05 $ 2.04 415,570 $ 1.92 $4.37 - 4.60 179,263 9.15 4.47 18,064 4.46 $4.95 - 5.85 397,018 9.09 5.22 88,627 5.31 $6.49 - 7.03 384,910 8.18 6.64 189,136 6.64 $10.00 - 12.44 382,986 7.32 12.20 278,974 12.14 1,792,286 7.51 $ 6.14 990,371 $ 6.05 |
Summary of Options Outstanding and Exercisable Vested or Expected to Vest | Options outstanding that have vested and are expected to vest at December 31, 2016 are as follows: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual (Years) Aggregate Intrinsic Value (In Vested 990,371 $ 6.05 6.55 $ 427 Expected to Vest 766,938 6.28 8.70 — Total 1,757,309 $ 6.15 7.49 $ 427 |
Weighted-Average Assumptions Used to Fair Value of Share-Based Awards | The fair value of employee stock options and ESPP was estimated using the Black-Scholes Model using the following weighted-average assumptions. Year Ended December 31, 2016 2015 2014 Employee Stock Options Expected term (in years) 5.9 6.0 5.1 Expected volatility 42.10 % 41.17 % 42.18 % Risk-free interest rate 1.52 % 1.84 % 1.69 % Expected dividend yield — % — % — % Employee Stock Purchase Plan Expected term (in years) 0.5 0.5 — Expected volatility 77.0 5 % 39.10 – 44.15 % — Risk-free interest rate 0.37 – 0.49 % 0.11 % — Expected dividend yield — % — % — % |
Summary of Expense Relating to Employee and Nonemployee Stock-Based Payment Awards from Stock Options and RSUs | The following table summarizes stock-based compensation expense relating to employee and nonemployee stock options, RSUs, and ESPP for the years ended December 31, 2016, 2015 and 2014, included in the statements of operations as follows (in thousands): Year Ended December 31, 2016 2015 2014 Cost of testing $ 144 $ 109 $ 28 Research and development 449 247 88 Sales and marketing 156 173 29 General and administrative 1,249 812 390 $ 1,998 $ 1,341 $ 535 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Summary of Income or (Loss) Before Income Taxes | Income or (loss) before income taxes for the years ended December 31, 2016, 2015 and 2014 is summarized as follows (in thousands): Year Ended December 31, 2016 2015 2014 United States $ (21,753 ) $ (13,707 ) $ (719 ) Foreign (19,609 ) — — $ (41,362 ) $ (13,707 ) $ (719 ) |
Components of Provision for (Benefit from) Income Taxes | The components of the provision for (benefit from) income taxes are summarized as follows (in thousands): As of December 31, 2016 2015 2014 Current Federal $ 49 $ — $ — State 11 — — Foreign 32 — — Total Current 92 — — Deferred Federal (251 ) — (1,500 ) State (49 ) — — Foreign (1,398 ) — — Total Deferred (1,698 ) — (1,500 ) Provision for (benefit from) income taxes $ (1,606 ) $ — $ (1,500 ) |
Schedule of Provision for Tax Differed from Amounts Computed by Applying the U.S. Federal Income Tax Rate to Pretax Income | The Company’s actual provision for tax differed from the amounts computed by applying the U.S. federal income tax rate of 34% to pretax income as a result of the following: Year Ended December, 31, 2016 2015 2014 Federal tax at statutory rate 34.0 % 34.0 % 34.0 % Stock-based compensation -0.5 % -1.9 % -9.5 % Change in valuation allowance -16.8 % -31.1 % 190.6 % Foreign rate differential -1.3 % 0.0 % 0.0 % Preferred stock warrant revaluation -0.2 % 0.0 % -0.7 % Interest expense 0.0 % 0.0 % -5.8 % Contingent liability for IMX acquisition 0.4 % 0.0 % 38.2 % Acquisition costs -1.2 % -3.2 % -36.7 % Goodwill impairment -10.8 % 0.0 % 0.0 % Other 0.3 % 2.2 % -1.3 % Effective income tax rate 3.9 % 0.0 % 208.8 % |
Schedule of Deferred Income Tax Assets and Liabilities | Deferred income tax assets and liabilities consist of the following: (in thousands): As of December 31, 2016 2015 Deferred tax assets: Net operating loss carryforwards $ 71,925 $ 65,957 Tax credit carryforwards 4,947 4,533 Accruals 1,274 1,125 Other 1,088 698 Gross deferred tax assets 79,234 72,313 Valuation allowance (76,295 ) (70,053 ) Total deferred tax assets 2,939 2,260 Deferred tax liabilities: Property and equipment 195 95 Purchased intangibles (8,979 ) (2,355 ) Other (212 ) — Total deferred tax liabilities (8,996 ) (2,260 ) Net deferred tax liabilities $ (6,057 ) $ — |
Schedule of Reconciliation of Unrecognized Tax Benefits | A reconciliation of the Company’s unrecognized tax benefits is as follows (in thousands): Year Ended December 31, 2016 2015 2014 Balance at beginning of year $ 2,431 $ 2,054 $ 2,196 Additions based on tax positions related to current year 2,489 372 83 Additions (reductions) based on tax positions related to prior years 332 5 (225 ) Balance at end of year $ 5,252 $ 2,431 $ 2,054 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
Operating Results of Reportable Segments | The following table summarizes the operating results of the Company’s reportable segments (in thousands): Years Ended December 31, 2016 2015 2014 Total segments Net revenues $ 40,631 $ 28,144 $ 27,306 Operating loss (37,332 ) (11,932 ) 1,250 Depreciation and amortization 2,920 796 512 CareDx Net revenues $ 29,917 $ 28,144 $ 27,306 Operating loss (18,374 ) (11,932 ) 1,250 Depreciation and amortization 982 796 512 Olerup Net revenues $ 10,714 $ — $ — Operating loss (18,958 ) — — Depreciation and amortization 1,938 — — December 31, 2016 December 31, 2015 Assets: CareDx $ 41,169 $ 55,638 Olerup 35,561 — Total assets $ 76,730 $ 55,638 |
Reportable Revenues by Geographic Regions | Revenues by geographic regions are based upon the customers’ ship-to address. The following table summarizes reportable revenues by geographic regions (in thousands): Years Ended December 31, 2016 2015 2014 Revenues: North America $ 33,215 $ 28,144 $ 27,306 Europe, Middle East and Africa 6,992 — — Latin America 424 — — Total $ 40,631 $ 28,144 $ 27,306 |
Long-Lived Assets Consisting of Property and Equipment, Net by Geographic Regions | The following table summarizes long-lived assets, consisting of property and equipment, net, by geographic regions (in thousands): December 31, 2016 December 31, 2015 Long-lived assets: United States $ 2,052 $ 2,425 Europe 879 — Total $ 2,931 $ 2,425 |
Selected Quarterly Financial 40
Selected Quarterly Financial Data (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Summary of Selected Quarterly Financial Data | The results of operations for any quarter are not necessarily indicative of the results to be expected for any future period. Quarter Ended: March 31 June 30 September 30 December 31 (In thousands, except share and per share data) 2016 Consolidated Statement of Operations Data: Total revenue $ 6,562 $ 10,735 $ 12,475 $ 10,859 Net loss attributable to CareDx, Inc. used to compute basic net loss per share $ (9,752 ) $ (10,470 ) $ (3,764 ) $ (15,483 ) Net loss per common share attributable to CareDx, Inc., basic $ (0.81 ) $ (0.77 ) $ (0.20 ) $ (0.73 ) Net loss per common share attributable to CareDx, Inc., diluted $ (0.81 ) $ (0.77 ) $ (0.26 ) $ (0.73 ) Shares used in calculation of net loss per share attributable to CareDx, Inc., basic 11,969,714 13,568,120 19,098,626 21,270,151 Shares used in calculation of net income loss per share attributable to CareDx, Inc., diluted 11,969,714 13,568,120 19,481,424 21,270,151 Consolidated Balance Sheet Data: Total assets $ 48,834 $ 100,453 $ 102,092 $ 76,730 Long-term debt, net of current portion $ 11,368 $ 10,072 $ 8,496 $ 1,098 2015 Consolidated Statement of Operations Data: Total revenue $ 7,216 $ 7,129 $ 7,151 $ 6,648 Net loss attributable to CareDx, Inc. used to compute basic net loss per share $ (2,272 ) $ (3,185 ) $ (3,489 ) $ (4,761 ) Net loss per common share attributable to CareDx, Inc., basic $ (0.19 ) $ (0.27 ) $ (0.29 ) $ (0.40 ) Net loss per common share attributable to CareDx, Inc., diluted $ (0.19 ) $ (0.27 ) $ (0.29 ) $ (0.40 ) Shares used in calculation of net loss per share attributable to CareDx, Inc., basic 11,814,467 11,835,405 11,890,057 11,902,325 Shares used in calculation of net income loss per share attributable to CareDx, Inc., diluted 11,814,467 11,835,405 11,890,057 11,902,325 Consolidated Balance Sheet Data: Total assets $ 63,277 $ 61,366 $ 59,342 $ 55,638 Long-term debt, net of current portion $ 14,609 $ 13,389 $ 12,125 $ 12,887 |
Organization and Description 41
Organization and Description of Business - Additional Information (Detail) $ / shares in Units, $ in Thousands | Mar. 15, 2017USD ($) | Aug. 13, 2014shares | Jul. 22, 2014USD ($)$ / sharesshares | Dec. 31, 2016USD ($)Segment$ / sharesshares | Dec. 31, 2015USD ($)$ / sharesshares | Dec. 31, 2014USD ($)shares | Apr. 18, 2017$ / d | Jul. 01, 2014shares | Dec. 31, 2013USD ($) |
Schedule of Capitalization, Equity [Line Items] | |||||||||
Number of reportable segments | Segment | 2 | ||||||||
Accumulated deficit | $ 212,553 | $ 173,084 | |||||||
Cash and cash equivalents | 17,258 | 29,888 | $ 36,431 | $ 5,128 | |||||
Debt outstanding under debt and capital lease obligations | 24,000 | ||||||||
Proceeds from debt, net of issuance costs | $ 0 | $ 15,625 | 0 | ||||||
Reverse stock split | 1 for 6.85 | ||||||||
Reverse stock split, ratio | 0.145985401 | ||||||||
Reverse Stock Split effective date | Jul. 14, 2014 | ||||||||
Common stock, shares authorized | shares | 100,000,000 | 100,000,000 | 100,000,000 | 10,000,000 | |||||
Common stock, par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | ||||||
Preferred stock, shares authorized | shares | 10,000,000 | 10,000,000 | 10,000,000 | ||||||
Preferred stock, par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | ||||||
Underwriting discounts and commissions | $ 0 | $ 0 | 3,733 | ||||||
Proceeds from initial public offering net of underwriting discounts and commissions | 0 | $ 0 | $ 39,246 | ||||||
Convertible note principal amount | $ 5 | ||||||||
Common Stock [Member] | |||||||||
Schedule of Capitalization, Equity [Line Items] | |||||||||
Common stock shares issued | shares | 510,777 | ||||||||
Shares issued upon conversion | shares | 6,048,220 | 4,630,145 | |||||||
Convertible note principal amount | $ 5 | ||||||||
IPO [Member] | |||||||||
Schedule of Capitalization, Equity [Line Items] | |||||||||
Common stock shares issued | shares | 4,000,000 | ||||||||
Common stock offer price per share | $ / shares | $ 10 | ||||||||
Underwriting discounts and commissions | $ 3,000 | ||||||||
Proceeds from initial public offering net of underwriting discounts and commissions | 39,200 | ||||||||
Offering expenses | 3,700 | ||||||||
Net proceeds from issuance of initial public offering | $ 35,500 | ||||||||
Over-Allotment Option [Member] | |||||||||
Schedule of Capitalization, Equity [Line Items] | |||||||||
Common stock shares issued | shares | 220,000 | ||||||||
Convertible Subordinated Debt [Member] | |||||||||
Schedule of Capitalization, Equity [Line Items] | |||||||||
Shares issued upon conversion | shares | 510,777 | ||||||||
Convertible note principal amount | $ 5,000 | ||||||||
Subsequent Event [Member] | JGB Debt [Member] | |||||||||
Schedule of Capitalization, Equity [Line Items] | |||||||||
Proceeds from debt, net of issuance costs | $ 24,000 | ||||||||
Pay-off of term debt | 11,200 | ||||||||
Minimum cash requirement | $ 9,400 | ||||||||
Accruing liquidated damages payable amount per day | $ / d | 7,000 |
Summary of Significant Accoun42
Summary of Significant Accounting Policies - Additional Information (Detail) | 12 Months Ended | ||
Dec. 31, 2016USD ($)Segment | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
Summary Of Significant Accounting Policies [Line Items] | |||
Cash equivalents maturity, description | Cash equivalents consist of short-term, highly liquid investments with original maturities of three months or less from the date of purchase. | ||
Impairment of Long-lived Assets | $ 0 | ||
Number of reportable segments | Segment | 2 | ||
Goodwill impairment | $ 13,021,000 | $ 0 | $ 0 |
Revenue recognition under milestone method | 0 | $ 0 | $ 0 |
Allenex [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Goodwill impairment | $ 13,021,000 | ||
Laboratory, Computer, and Office Equipment [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Estimated useful lives of assets | 3 years | ||
Furniture and Fixtures [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Estimated useful lives of assets | 7 years | ||
Capitalized Internal-use Software Costs [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Estimated useful lives of assets | 3 years | ||
Allenex [Member] | Maximum [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Company ownership percentage | 100.00% |
Summary of Significant Accoun43
Summary of Significant Accounting Policies - Additional Information - Concentration of Credit Risk (Detail) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Services Revenue [Member] | Customer Concentration Risk [Member] | Minimum [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 10.00% | 10.00% | 10.00% |
Services Revenue [Member] | Customer Concentration Risk [Member] | Medicare [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 44.00% | 50.00% | 51.00% |
Product Revenue [Member] | Customer Concentration Risk [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 26.00% | ||
Product Revenue [Member] | Customer Concentration Risk [Member] | Minimum [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 10.00% | ||
Accounts Receivable [Member] | Credit Concentration Risk [Member] | Minimum [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 10.00% | 10.00% | |
Accounts Receivable [Member] | Credit Concentration Risk [Member] | Medicare [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 27.00% | 35.00% | |
Accounts Receivable [Member] | Credit Concentration Risk [Member] | Aetna [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 6.00% | 21.00% |
Net (Loss) Income Per Share - C
Net (Loss) Income Per Share - Computation of Basic and Diluted Net (Loss) Income Per Share (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Numerator: | |||||||||||
Net (loss) income attributable to CareDx, Inc. used to compute basic net loss per share | $ (15,483) | $ (3,764) | $ (10,470) | $ (9,752) | $ (4,761) | $ (3,489) | $ (3,185) | $ (2,272) | $ (39,469) | $ (13,707) | $ 781 |
Add: interest expense related to subordinated convertible note | 0 | 0 | 364 | ||||||||
Less: gain on change in fair value of derivative related to subordinated convertible note | 0 | 0 | (118) | ||||||||
Less: gain on extinguishment of derivative related to subordinated convertible note | 0 | 0 | (120) | ||||||||
Net (loss) income attributable to CareDx, Inc. used to compute diluted net loss per share | $ (39,469) | $ (13,707) | $ 907 | ||||||||
Denominator: | |||||||||||
Weighted-average shares used to compute basic net (loss) income per share attributable to CareDx, Inc. | 21,270,151 | 19,098,626 | 13,568,120 | 11,969,714 | 11,902,325 | 11,890,057 | 11,835,405 | 11,814,467 | 16,496,911 | 11,860,885 | 5,815,928 |
Effect of potentially dilutive securities: | |||||||||||
Convertible preferred stock | 0 | 0 | 2,972,051 | ||||||||
Subordinated convertible note | 0 | 0 | 134,341 | ||||||||
Employee stock options | 0 | 0 | 360,681 | ||||||||
Weighted-average shares used to compute diluted net (loss) income per share attributable to CareDx, Inc. | 21,270,151 | 19,481,424 | 13,568,120 | 11,969,714 | 11,902,325 | 11,890,057 | 11,835,405 | 11,814,467 | 16,496,911 | 11,860,885 | 9,283,001 |
Basic | $ (0.73) | $ (0.20) | $ (0.77) | $ (0.81) | $ (0.40) | $ (0.29) | $ (0.27) | $ (0.19) | $ (2.39) | $ (1.16) | $ 0.13 |
Diluted | $ (0.73) | $ (0.26) | $ (0.77) | $ (0.81) | $ (0.40) | $ (0.29) | $ (0.27) | $ (0.19) | $ (2.39) | $ (1.16) | $ 0.10 |
Net (Loss) Income Per Share - P
Net (Loss) Income Per Share - Potentially Dilutive Securities Excluded from Diluted Net (Loss) Income Per Share (Detail) - shares | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potential dilutive securities excluded from diluted net income (loss) per share attributable to common stockholders, Total | 5,323,480 | 1,984,586 | 753,322 |
Shares of common stock subject to outstanding options [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potential dilutive securities excluded from diluted net income (loss) per share attributable to common stockholders, Total | 1,757,309 | 1,577,317 | 539,645 |
Shares of common stock subject to outstanding common stock warrants [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potential dilutive securities excluded from diluted net income (loss) per share attributable to common stockholders, Total | 3,259,926 | 301,069 | 213,677 |
Restricted Stock Units (RSUs) [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potential dilutive securities excluded from diluted net income (loss) per share attributable to common stockholders, Total | 306,245 | 106,200 | 0 |
Net (Loss) Income Per Share - A
Net (Loss) Income Per Share - Additional Information (Detail) - shares | Sep. 26, 2016 | Jun. 15, 2016 | Apr. 14, 2016 | Dec. 31, 2016 | Dec. 31, 2015 |
Schedule of Net Income (Loss) Per Share [Line Items] | |||||
Preferred stock issued pursuant to Private Placement | 4,630,145 | ||||
Preferred stock issued pursuant to Subsequent Financing | 4,630,145 | ||||
Preferred stock, shares outstanding | 0 | 0 | |||
Public Offering [Member] | |||||
Schedule of Net Income (Loss) Per Share [Line Items] | |||||
Common stock shares issued | 2,250,000 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Liabilities | ||
Warrants to purchase common stock | $ 5,208 | $ 0 |
Recurring [Member] | ||
Assets | ||
Money market funds | 14,497 | 28,774 |
Liabilities | ||
Contingent consideration | 492 | 948 |
Warrants to purchase common stock | 5,208 | |
Total liabilities | 5,700 | |
Fair Value Measured Using - (Level 1) [Member] | Recurring [Member] | ||
Assets | ||
Money market funds | 14,497 | 28,774 |
Liabilities | ||
Contingent consideration | 0 | 0 |
Warrants to purchase common stock | 0 | |
Total liabilities | 0 | |
Fair Value Measured Using - (Level 2) [Member] | Recurring [Member] | ||
Assets | ||
Money market funds | 0 | 0 |
Liabilities | ||
Contingent consideration | 0 | 0 |
Warrants to purchase common stock | 0 | |
Total liabilities | 0 | |
Fair Value Measured Using - (Level 3) [Member] | Recurring [Member] | ||
Assets | ||
Money market funds | 0 | 0 |
Liabilities | ||
Contingent consideration | 492 | $ 948 |
Warrants to purchase common stock | 5,208 | |
Total liabilities | $ 5,700 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Issuances, Changes in Fair Value and Classifications of Level 3 Financial Instruments (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Significant Unobservable Inputs (Level 3) [Line Items] | ||
Beginning Balance | $ 948 | $ 1,074 |
Warrants issued in conjunction with Private Placement and Subsequent Financing on April 14, 2016 and June 15, 2016, respectively, and Placement Agent Warrants | 4,958 | |
Change in estimated fair value | (206) | (126) |
Ending Balance | 5,700 | 948 |
Significant Unobservable Inputs (Level 3), Contingent Consideration Liability [Member] | ||
Significant Unobservable Inputs (Level 3) [Line Items] | ||
Beginning Balance | 948 | 1,074 |
Warrants issued in conjunction with Private Placement and Subsequent Financing on April 14, 2016 and June 15, 2016, respectively, and Placement Agent Warrants | 0 | |
Change in estimated fair value | (456) | (126) |
Ending Balance | 492 | 948 |
Significant Unobservable Inputs (Level 3), Warrants To Purchase Common Stock [Member] | ||
Significant Unobservable Inputs (Level 3) [Line Items] | ||
Beginning Balance | 0 | 0 |
Warrants issued in conjunction with Private Placement and Subsequent Financing on April 14, 2016 and June 15, 2016, respectively, and Placement Agent Warrants | 4,958 | |
Change in estimated fair value | 250 | 0 |
Ending Balance | $ 5,208 | $ 0 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) | Jun. 10, 2014shares | Dec. 31, 2016USD ($)CommercialTestshares | Dec. 31, 2015USD ($)shares | Jun. 15, 2016shares |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Transfers between Level 1, Level 2 and Level 3 categories during the periods | $ | $ 0 | $ 0 | ||
Warrants outstanding | 1,002,507 | |||
Fair Value Measured Using - (Level 3) [Member] | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Warrants outstanding | 2,978,087 | |||
ImmuMetrix, Inc. [Member] | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Contingent obligation to issue common stock | 911,364 | |||
Milestone description | the milestone will be achieved if the Company completes 2,500 commercial tests involving the measurement of dd-cfDNA in organ transplant recipients in the United States no later than six years after the closing date of the acquisition. | |||
ImmuMetrix, Inc. [Member] | Contingent consideration [Member] | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Contingent obligation to issue common stock | 227,845 | 227,845 | ||
Number of commercial tests involving the measurement of cfDNA to be completed | CommercialTest | 2,500 | |||
Milestone description | The issuance will occur if the Company completes 2,500 commercial tests involving the measurement of dd-cfDNA in organ transplant recipients in the United States by June 10, 2020. | |||
Probability of the achievement | 80.00% | 65.00% |
Business Combination - Addition
Business Combination - Additional Information (Detail) | Mar. 31, 2017USD ($) | Jan. 01, 2017 | Sep. 26, 2016USD ($) | Apr. 14, 2016USD ($)shares | Jun. 10, 2014USD ($)shares | Dec. 31, 2016USD ($)$ / shares | Sep. 30, 2016USD ($) | Jun. 30, 2016USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Sep. 30, 2015USD ($) | Jun. 30, 2015USD ($) | Mar. 31, 2015USD ($) | Dec. 31, 2016USD ($)$ / shares | Dec. 31, 2016USD ($)$ / shares | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | Dec. 31, 2016SEK | Apr. 14, 2016SEKSEK / shares |
Business Acquisition [Line Items] | ||||||||||||||||||||
Business acquisition deferred payment consideration | $ 5,700,000 | $ 0 | $ 5,700,000 | $ 5,700,000 | $ 0 | $ 0 | SEK 50,620,000 | |||||||||||||
Minimum lender required proceeds from issuance of private placement offer | $ 12,000,000 | |||||||||||||||||||
Noncontrolling interest | $ 279,000 | 0 | $ 279,000 | $ 279,000 | 0 | |||||||||||||||
Price per share of Allenex used to determine fair value of non controlling interest | $ / shares | $ 2.70 | $ 2.70 | $ 2.70 | |||||||||||||||||
Total revenue | $ 10,859,000 | $ 12,475,000 | $ 10,735,000 | $ 6,562,000 | 6,648,000 | $ 7,151,000 | $ 7,129,000 | $ 7,216,000 | $ 40,631,000 | 28,144,000 | 27,306,000 | |||||||||
Net loss | 15,483,000 | $ 3,764,000 | $ 10,470,000 | $ 9,752,000 | 4,761,000 | $ 3,489,000 | $ 3,185,000 | $ 2,272,000 | 39,469,000 | 13,707,000 | (781,000) | |||||||||
Goodwill acquired in business combination, estimated fair value | 13,839,000 | 12,005,000 | $ 13,839,000 | 13,839,000 | 12,005,000 | |||||||||||||||
Accumulated amortization of intangible asset | 1,721,000 | 1,721,000 | 1,721,000 | |||||||||||||||||
Stock-based compensation | $ 1,998,000 | 1,341,000 | 535,000 | |||||||||||||||||
Public Offering [Member] | ||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||
Proceeds from majority shareholders in exchange of equity securities | $ 9,000,000 | |||||||||||||||||||
Allenex [Member] | ||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||
Percentage of share acquired | 98.30% | 98.30% | ||||||||||||||||||
Total purchase price combination of cash and common stock | $ 34,100,000 | |||||||||||||||||||
Cash distribution to acquire business, gross | $ 26,900,000 | |||||||||||||||||||
Common stock, shares issue | shares | 1,375,029 | |||||||||||||||||||
Common stock value | $ 7,200,000 | |||||||||||||||||||
Business acquisition deferred payment consideration | 5,700,000 | SEK 50,620,000 | ||||||||||||||||||
Escrow deposit | $ 8,000,000 | |||||||||||||||||||
Business acquisition deferred payment extended date | Jul. 1, 2017 | |||||||||||||||||||
Business acquisition deferred purchase price consideration carrying value | 5,400,000 | 5,400,000 | $ 5,400,000 | |||||||||||||||||
Business acquisition of related cost expenses | 4,300,000 | |||||||||||||||||||
Percentage of non controlling interest | 1.70% | 1.70% | ||||||||||||||||||
Noncontrolling interest | $ 600,000 | SEK 5,100,000 | ||||||||||||||||||
Price per share of Allenex used to determine fair value of non controlling interest | SEK / shares | SEK 2.48 | |||||||||||||||||||
Total revenue | 10,700,000 | |||||||||||||||||||
Net loss | $ 17,900,000 | |||||||||||||||||||
Goodwill acquired in business combination, estimated fair value | $ 16,922,000 | |||||||||||||||||||
Allenex [Member] | In-process technology [Member] | ||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||
Estimated useful life of identified intangible asset | 15 years | |||||||||||||||||||
Allenex [Member] | Six-Month Bridge Loan [Member] | ||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||
Business acquisition of debt financing cost | 2,100,000 | 2,100,000 | ||||||||||||||||||
Allenex [Member] | Public Offering [Member] | ||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||
Proceeds from majority shareholders in exchange of equity securities | $ 9,000,000 | |||||||||||||||||||
Allenex [Member] | Scenario Forecast [Member] | ||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||
Proceeds from majority shareholders in exchange of equity securities | $ 20,000,000 | |||||||||||||||||||
Allenex [Member] | Pro Forma [Member] | ||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||
Business acquisition of related cost expenses | $ 4,300,000 | 4,300,000 | ||||||||||||||||||
ImmuMetrix, Inc. [Member] | ||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||
Total purchase price combination of cash and common stock | $ 17,200,000 | |||||||||||||||||||
Cash distribution to acquire business, gross | $ 600,000 | |||||||||||||||||||
Common stock, shares issue | shares | 911,364 | |||||||||||||||||||
Business acquisition of related cost expenses | 1,700,000 | |||||||||||||||||||
Acquisition date | Jun. 10, 2014 | |||||||||||||||||||
Milestone description | the milestone will be achieved if the Company completes 2,500 commercial tests involving the measurement of dd-cfDNA in organ transplant recipients in the United States no later than six years after the closing date of the acquisition. | |||||||||||||||||||
Estimated fair value of share issued for acquisition | $ 14,200,000 | |||||||||||||||||||
Contingent consideration milestone measurement period for organ transplant recipients | 6 years | |||||||||||||||||||
Contingent consideration | 2,300,000 | $ 500,000 | 900,000 | $ 500,000 | $ 500,000 | 900,000 | ||||||||||||||
Goodwill acquired in business combination, estimated fair value | 12,000,000 | |||||||||||||||||||
Stock-based compensation | 200,000 | |||||||||||||||||||
Business combination pro forma removal (addition) in income tax benefit | 1,500,000 | $ 1,500,000 | ||||||||||||||||||
ImmuMetrix, Inc. [Member] | In-process technology [Member] | ||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||
Assets acquired in business combination, estimated fair value | $ 6,700,000 | |||||||||||||||||||
Accumulated amortization of intangible asset | $ 0 | $ 0 | $ 0 | |||||||||||||||||
Estimated useful life of identified intangible asset | 15 years | |||||||||||||||||||
ImmuMetrix, Inc. [Member] | Series G convertible preferred stock [Member] | ||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||
Common stock, shares issue | shares | 227,845 | |||||||||||||||||||
ImmuMetrix, Inc. [Member] | Series G convertible preferred stock [Member] | Company’s assumption of IMX outstanding stock options [Member] | ||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||
Common stock, shares issue | shares | 23,229 | |||||||||||||||||||
Estimated fair value of share issued for acquisition | $ 369,000 | |||||||||||||||||||
Majority Shareholder [Member] | Allenex [Member] | ||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||
Escrow deposit | $ 8,000,000 | |||||||||||||||||||
Majority Shareholder [Member] | Allenex [Member] | Scenario Forecast [Member] | ||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||
Business acquisition deferred payment consideration | $ 6,200,000 | |||||||||||||||||||
Majority Shareholder [Member] | Subsequent Event [Member] | Allenex [Member] | ||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||
Percentage of accruing interest | 10.00% | |||||||||||||||||||
Maximum [Member] | Allenex [Member] | ||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||
Business acquisition deferred payment date | Mar. 31, 2017 |
Business Combination - Schedule
Business Combination - Schedule of Fair Values of Assets Acquired and Liabilities Assumed (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Apr. 14, 2016 | Dec. 31, 2015 |
Business Acquisition [Line Items] | |||
Goodwill | $ 13,839 | $ 12,005 | |
Allenex [Member] | |||
Business Acquisition [Line Items] | |||
Cash | $ 596 | ||
Accounts receivable | 1,608 | ||
Prepaid and other assets | 1,092 | ||
Inventory | 9,636 | ||
Property, plant and equipment | 1,057 | ||
Intangible assets | 31,560 | ||
Goodwill | 16,922 | ||
Deferred tax liability | (8,598) | ||
Assumed liabilities | (19,799) | ||
Total preliminary acquisition consideration | $ 34,074 |
Business Combination - Summary
Business Combination - Summary of Noncontrolling Interest (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Business Combinations [Abstract] | |||
Noncontrolling interest at January 1, 2016 | $ 0 | ||
Noncontrolling interest of acquired entity | 634 | ||
Foreign currency effect | (68) | ||
Loss attributable to noncontrolling interest | (287) | $ 0 | $ 0 |
Noncontrolling interest at December 31, 2016 | $ 279 | $ 0 |
Business Combination - Summar53
Business Combination - Summary of Identified Intangible Assets Acquired at Acquisition Date (Detail) - USD ($) $ in Thousands | Apr. 14, 2016 | Dec. 31, 2016 |
Customer Relationships [Member] | ||
Business Acquisition [Line Items] | ||
Estimated useful life of identified intangible asset | 14 years | |
Trademarks [Member] | ||
Business Acquisition [Line Items] | ||
Estimated useful life of identified intangible asset | 14 years | |
Acquired Contracts [Member] | ||
Business Acquisition [Line Items] | ||
Estimated useful life of identified intangible asset | 1 year 3 months 18 days | |
Allenex [Member] | ||
Business Acquisition [Line Items] | ||
Estimated fair value of identified intangible assets | $ 31,560 | |
Allenex [Member] | Customer Relationships [Member] | ||
Business Acquisition [Line Items] | ||
Estimated fair value of identified intangible assets | $ 12,650 | |
Estimated useful life of identified intangible asset | 15 years | |
Allenex [Member] | Developed Technology [Member] | ||
Business Acquisition [Line Items] | ||
Estimated fair value of identified intangible assets | $ 11,650 | |
Estimated useful life of identified intangible asset | 10 years | |
Allenex [Member] | In-process technology [Member] | ||
Business Acquisition [Line Items] | ||
Estimated fair value of identified intangible assets | $ 4,510 | |
Estimated useful life of identified intangible asset | 15 years | |
Allenex [Member] | Trademarks [Member] | ||
Business Acquisition [Line Items] | ||
Estimated fair value of identified intangible assets | $ 2,260 | |
Estimated useful life of identified intangible asset | 15 years | |
Allenex [Member] | Acquired Contracts [Member] | ||
Business Acquisition [Line Items] | ||
Estimated fair value of identified intangible assets | $ 490 | |
Allenex [Member] | Contract-Based Intangible Assets | ||
Business Acquisition [Line Items] | ||
Estimated useful life of identified intangible asset | 2 years |
Business Combination - Acquisit
Business Combination - Acquisition of Allenex - Schedule of Pro Forma Results of Operations (Detail) - Allenex [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Revenue: | ||
Testing revenue | $ 29,681 | $ 27,881 |
Product revenue | 15,101 | 15,957 |
Other revenue | 407 | 578 |
Total revenue | 45,189 | 44,416 |
Net loss | $ (32,319) | $ (17,050) |
Business Combination - IMX - Sc
Business Combination - IMX - Schedule of Pro Forma Results of Operations (Detail) - ImmuMetrix, Inc. [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Revenue: | ||
Net revenue | $ 27,306 | $ 22,098 |
Net loss | $ (1,080) | $ (3,768) |
Goodwill and Intangible Asset56
Goodwill and Intangible Assets - Summary of Goodwill (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Indefinite Lived Intangible Assets By Major Class [Line Items] | |||
Balance as of December 31, 2015 | $ 12,005 | ||
Goodwill acquired | 16,922 | ||
Goodwill impairment | (13,021) | $ 0 | $ 0 |
Foreign currency translation adjustments | (2,067) | ||
Balance as of December 31, 2016 | 13,839 | 12,005 | |
CareDx [Member] | |||
Indefinite Lived Intangible Assets By Major Class [Line Items] | |||
Balance as of December 31, 2015 | 12,005 | ||
Goodwill acquired | 0 | ||
Goodwill impairment | 0 | ||
Foreign currency translation adjustments | 0 | ||
Balance as of December 31, 2016 | 12,005 | 12,005 | |
Allenex [Member] | |||
Indefinite Lived Intangible Assets By Major Class [Line Items] | |||
Balance as of December 31, 2015 | 0 | ||
Goodwill acquired | 16,922 | ||
Goodwill impairment | (13,021) | ||
Foreign currency translation adjustments | (2,067) | ||
Balance as of December 31, 2016 | $ 1,834 | $ 0 |
Goodwill and Intangible Asset57
Goodwill and Intangible Assets - Additional Information (Detail) | 12 Months Ended | ||
Dec. 31, 2016USD ($)ReportingUnit | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
Goodwill And Intangible Assets [Line Items] | |||
Number of reporting units | ReportingUnit | 2 | ||
Description of annual goodwill impairment test | The Company tested its goodwill for impairments as of December 1, 2016. The Company performed step one of its annual Goodwill impairment test | ||
Goodwill impairment | $ 13,021,000 | $ 0 | $ 0 |
Amortization expense of intangible assets | 1,700,000 | $ 0 | |
Acquired in-process research and development | 6,700,000 | ||
Cost of Product [Member] | |||
Goodwill And Intangible Assets [Line Items] | |||
Amortization expense of intangible assets | 1,000,000 | ||
Sales and marketing [Member] | |||
Goodwill And Intangible Assets [Line Items] | |||
Amortization expense of intangible assets | $ 700,000 | ||
Olerup [Member] | |||
Goodwill And Intangible Assets [Line Items] | |||
Description of goodwill impairment method for fair value determination | determined that the fair value of the Olerup reporting unit was $1.7 million, which was lower than its carrying value. | ||
Reporting unit, amount of fair value in excess of carrying value | $ 1,700,000 | ||
Goodwill impairment | $ 13,000,000 | ||
Reporting unit, percentage of fair value | 10.00% | ||
Reporting unit, discount rate | 16.80% | ||
Reporting unit, terminal growth rate | 3.20% | ||
Reporting unit, capitalization multiple | $ 7.37 | ||
Olerup [Member] | Maximum [Member] | |||
Goodwill And Intangible Assets [Line Items] | |||
Goodwill impairment | $ 630,000 | ||
CareDx [Member] | Maximum [Member] | |||
Goodwill And Intangible Assets [Line Items] | |||
Reporting unit, percentage of fair value | 75.00% |
Goodwill and Intangible Asset58
Goodwill and Intangible Assets - Summary of Intangible Assets (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | ||
Intangible assets with finite lives: | |||
Acquisition Cost | $ 31,560 | ||
Accumulated Amortization | (1,721) | ||
Foreign Currency Translation | (3,365) | ||
Net Carrying Amount | 26,474 | ||
Intangible assets with indefinite lives: | |||
Acquisition Cost | 6,700 | ||
Intangible Assets, Net (Excluding Goodwill) | |||
Total intangible assets, Acquisition Cost | 38,210 | ||
Total intangible assets, Accumulated Amortization | (1,721) | ||
Total intangible assets, Foreign Currency Translation | (3,365) | ||
Total intangible assets, net | 33,124 | $ 6,650 | |
Acquired In Process Technology Cell Free D N A | |||
Intangible assets with indefinite lives: | |||
Acquisition Cost | 6,650 | ||
Foreign Currency Translation | 0 | ||
Net Carrying Amount | 6,650 | ||
Customer Relationships [Member] | |||
Intangible assets with finite lives: | |||
Acquisition Cost | 12,650 | ||
Accumulated Amortization | (576) | ||
Foreign Currency Translation | (1,355) | ||
Net Carrying Amount | $ 10,719 | ||
Estimated useful life of identified intangible asset | 14 years | ||
Developed Technology [Member] | SSP [Member] | |||
Intangible assets with finite lives: | |||
Acquisition Cost | $ 11,650 | ||
Accumulated Amortization | (804) | ||
Foreign Currency Translation | (1,233) | ||
Net Carrying Amount | $ 9,613 | ||
Estimated useful life of identified intangible asset | 9 years | ||
Acquired Technology - QTYPE | |||
Intangible assets with finite lives: | |||
Acquisition Cost | [1] | $ 4,510 | |
Accumulated Amortization | [1] | (74) | |
Foreign Currency Translation | [1] | (490) | |
Net Carrying Amount | [1] | $ 3,946 | |
Estimated useful life of identified intangible asset | [1] | 14 years | |
Trademarks [Member] | |||
Intangible assets with finite lives: | |||
Acquisition Cost | $ 2,260 | ||
Accumulated Amortization | (103) | ||
Foreign Currency Translation | (242) | ||
Net Carrying Amount | $ 1,915 | ||
Estimated useful life of identified intangible asset | 14 years | ||
Acquired Contracts [Member] | |||
Intangible assets with finite lives: | |||
Acquisition Cost | $ 490 | ||
Accumulated Amortization | (164) | ||
Foreign Currency Translation | (45) | ||
Net Carrying Amount | $ 281 | ||
Estimated useful life of identified intangible asset | 1 year 3 months 18 days | ||
[1] | QTYPE was initially classified as acquired in-process technology upon the acquisition of Allenex on April 14, 2016, and was reclassified as an intangible asset with a finite life when QTYPE was commercially launched at the end of September 2016. |
Goodwill and Intangible Asset59
Goodwill and Intangible Assets - Summary of Estimated Future Amortization Expense of Intangible Assets (Detail) $ in Thousands | Dec. 31, 2016USD ($) |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |
2,017 | $ 2,470 |
2,018 | 2,315 |
2,019 | 2,252 |
2,020 | 2,252 |
2,021 | 2,252 |
Thereafter | 14,933 |
Total future amortization expense | 26,474 |
Cost of Product [Member] | |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |
2,017 | 1,568 |
2,018 | 1,413 |
2,019 | 1,350 |
2,020 | 1,350 |
2,021 | 1,350 |
Thereafter | 6,809 |
Total future amortization expense | 13,840 |
Selling And Marketing Expense [Member] | |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |
2,017 | 902 |
2,018 | 902 |
2,019 | 902 |
2,020 | 902 |
2,021 | 902 |
Thereafter | 8,124 |
Total future amortization expense | $ 12,634 |
Balance Sheet Components - Summ
Balance Sheet Components - Summary of Inventory (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 4,199 | $ 237 |
Work in progress | 159 | 0 |
Raw materials | 1,103 | 529 |
Total inventory | $ 5,461 | $ 766 |
Balance Sheet Components - Comp
Balance Sheet Components - Components of Property and Equipment (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 17,086 | $ 14,298 |
Less: Accumulated depreciation and amortization | (14,155) | (11,873) |
Property and equipment, net | 2,931 | 2,425 |
Laboratory equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 5,065 | 5,022 |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 5,111 | 4,326 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 825 | 825 |
Computer and office equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 4,661 | 4,125 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 1,424 | $ 0 |
Balance Sheet Components - Addi
Balance Sheet Components - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Balance Sheet Components [Line Items] | |||
Depreciation and amortization expense | $ 2,920,000 | $ 796,000 | $ 512,000 |
Accumulated amortization | 14,155,000 | 11,873,000 | |
Amortization expense, included in depreciation and amortization expense | 204,000 | 79,000 | 59,000 |
Laboratory, Computer, and Office Equipment [Member] | |||
Balance Sheet Components [Line Items] | |||
Assets purchased under capital leases | 2,500,000 | 1,700,000 | |
Accumulated amortization | 2,300,000 | 1,500,000 | |
Property, Plant & Equipment and Capital Leases [Member] | |||
Balance Sheet Components [Line Items] | |||
Depreciation and amortization expense | $ 1,200,000 | $ 800,000 | $ 500,000 |
Balance Sheet Components - Co63
Balance Sheet Components - Components of Accrued Expenses and Other Current Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Payables And Accruals [Abstract] | ||
Clinical studies | $ 1,375 | $ 756 |
Accrued interest payable on debt | 862 | 0 |
Professional fees | 620 | 880 |
Debt financing fees | 600 | 0 |
Test sample processing fees | 524 | 426 |
Accrued overpayments and refunds | 281 | 163 |
Software implementation costs | 176 | 0 |
Deferred rent – current portion | 374 | 258 |
Capital leases – current portion | 68 | 71 |
Other accrued expenses | 440 | 338 |
Total accrued and other liabilities | $ 5,320 | $ 2,892 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) | Mar. 02, 2017USD ($) | Feb. 28, 2017USD ($) | Feb. 28, 2017SEK | Dec. 21, 2016USD ($) | Dec. 21, 2016SEK | Jul. 15, 2016USD ($) | Apr. 25, 2016USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Sep. 30, 2014USD ($) |
Loss Contingencies [Line Items] | |||||||||||
Rent expense under non-cancelable operating leases | $ 1,500,000 | $ 1,000,000 | $ 1,000,000 | ||||||||
Damages sought | $ 1,300,000 | ||||||||||
Fine by disciplinary committee | $ 100,000 | SEK 1,000,000 | |||||||||
Subsequent Event [Member] | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Fine by disciplinary committee paid | $ 100,000 | SEK 1,000,000 | |||||||||
Oberland Complaint [Member] | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Damages sought | $ 1,400,000 | ||||||||||
Amount accrued for claim | $ 1,400,000 | $ 600,000 | |||||||||
Oberland Complaint [Member] | Subsequent Event [Member] | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Settlement amount | $ (600,000) | ||||||||||
Unpaid Royalties [Member] | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Settlement and mutual release agreement, counterparty name | Roche | ||||||||||
Settlement and mutual release agreement, date | September 2,014 | ||||||||||
Past due royalties | $ 2,827,220 | ||||||||||
Maximum number of days from end of calendar quarter for royalty payment | 45 days | ||||||||||
Settlement and mutual release agreement, terms of agreement | In September 2014, the Company entered into a settlement and mutual release agreement with Roche whereby: (i) for the period beginning July 1, 2011 through June 30, 2014, the Company agreed to pay the amount of $2,827,220 in settlement of past royalties due; (ii) for the period beginning July 1, 2014 through September 30, 2014, the Company agreed to pay royalties based on the same combination services percentage used to determine the past royalties due; (iii) for the period beginning October 1, 2014 through September 30, 2017, Roche and the Company agreed to a downward adjustment of the combination services percentage used to determine the portion of the AlloMap testing revenue that is royalty bearing under the terms of the license; (iv) the Company agreed to report and pay quarterly royalties within 45 days of the end of each calendar quarter; (v) Roche agreed that, subject to the Company’s timely payment of all applicable royalties through such date, no further royalties will be payable by the Company for periods after September 30, 2017 | ||||||||||
Royalty expenses | $ 1,100,000 | $ 1,000,000 | $ 700,000 | ||||||||
Allo Map | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Settlement and payment | 2,800,000 | ||||||||||
Decrease in cost of testing | 600,000 | ||||||||||
Decrease in interest expense | $ 100,000 |
Commitments and Contingencies65
Commitments and Contingencies - Future Minimum Lease Commitments under Operating and Capital Leases (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Commitments And Contingencies Disclosure [Abstract] | ||
Capital Leases, 2017 | $ 74 | |
Capital Leases, 2018 | 24 | |
Capital Leases, 2019 | 5 | |
Capital Leases, 2020 | 0 | |
Capital Leases, 2021 and thereafter | 0 | |
Total minimum lease payments under capital leases | 103 | |
Less: amounts representing interest of capital leases | (9) | |
Capital Leases, Present value of minimum lease payments | 94 | |
Less: current portion of obligations under capital leases | (68) | $ (71) |
Long-term portion of obligations under capital leases | 26 | |
Operating leases, 2017 | 2,133 | |
Operating leases, 2018 | 2,092 | |
Operating leases, 2019 | 2,082 | |
Operating leases, 2020 | 2,041 | |
Operating leases, 2021 and thereafter | 1 | |
Total minimum lease payments under operating leases | $ 8,349 |
Collaboration and Licensing A66
Collaboration and Licensing Agreements - Additional Information (Detail) | 1 Months Ended | 12 Months Ended | |||||
Jul. 31, 2013USD ($) | Jun. 30, 2013USD ($) | Jun. 30, 2013EUR (€) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Jun. 30, 2013EUR (€) | |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||
Description of agreement expire term | The agreement will expire at the later of the last-to-expire patent in the EEA or ten years from the first commercial sale of the test in the EEA, which occurred in 2014. | ||||||
Common stock value | $ 21,000 | $ 12,000 | |||||
Refundable upfront payments | $ 263,000 | € 250,000 | |||||
Upfront cash payment | 408,000 | € 387,500 | |||||
Revenues recognized from the arrangement | 2,000 | 46,000 | $ 36,000 | ||||
Royalty revenues | 194,000 | 179,000 | $ 221,000 | ||||
Royalty revenues receivable balance | $ 0 | $ 0 | |||||
Diaxonhit [Member] | |||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||
Common stock value | $ 408,000 | € 387,500 | |||||
Shares sold for consideration | $ 467,000 |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 |
Debt Instrument [Line Items] | ||||||||
Current portion of long-term debt | $ 22,846 | $ 2,866 | ||||||
Long-term debt, net of current portion | 1,098 | $ 8,496 | $ 10,072 | $ 11,368 | 12,887 | $ 12,125 | $ 13,389 | $ 14,609 |
Danske Bank Credit Facility [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Current portion of long-term debt | 7,376 | 0 | ||||||
East West Bank Loan [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Current portion of long-term debt | 12,614 | 2,866 | ||||||
Long-term debt, net of current portion | 0 | 12,887 | ||||||
FastPartner Subordinated Promissory Notes [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Current portion of long-term debt | 1,692 | 0 | ||||||
Al Amoudi Subordinated Promissory Notes [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Current portion of long-term debt | 1,164 | 0 | ||||||
SSP Primers Loan [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Long-term debt, net of current portion | $ 1,098 | $ 0 |
Debt - Additional Information (
Debt - Additional Information (Detail) | Mar. 31, 2017USD ($) | Sep. 26, 2016USD ($) | Mar. 07, 2016USD ($) | Dec. 29, 2015USD ($) | Jun. 18, 2015USD ($) | Feb. 25, 2015USD ($) | Feb. 25, 2015SEK | Jan. 30, 2015USD ($)$ / sharesshares | Jun. 28, 2013USD ($) | Jun. 28, 2013SEK | Jun. 25, 2013USD ($) | Mar. 31, 2015USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2016SEK | Dec. 31, 2016SEK | Aug. 04, 2016USD ($) | Aug. 04, 2016SEK | Apr. 14, 2016USD ($) | Apr. 14, 2016SEK | Mar. 07, 2016SEK | Dec. 31, 2015USD ($) | Dec. 29, 2015SEK | Jun. 18, 2015SEK | Feb. 25, 2015SEK | Dec. 31, 2014USD ($) | Jun. 28, 2013SEK | Jun. 25, 2013SEK |
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Aggregate principal amount | $ 20,000,000 | ||||||||||||||||||||||||||
Interest rate, description | Draw A bore interest at a daily floating rate equal to 2.00%, plus the greater of (i) 3.25% or (ii) the prime rate published by the Lender. | Draw A bore interest at a daily floating rate equal to 2.00%, plus the greater of (i) 3.25% or (ii) the prime rate published by the Lender. | |||||||||||||||||||||||||
Interest rate basis spread | 2.00% | ||||||||||||||||||||||||||
Loan agreement initiation date | Jan. 30, 2015 | Jan. 30, 2015 | |||||||||||||||||||||||||
Debt instrument maturity date | Dec. 1, 2018 | Dec. 1, 2018 | |||||||||||||||||||||||||
Debt discount and issuance liability component, current | $ 200,000 | $ 200,000 | |||||||||||||||||||||||||
Debt discount and issuance liability component, non-current | $ 0 | 100,000 | |||||||||||||||||||||||||
Prepayment penalty on loan | 0.00% | 0.00% | |||||||||||||||||||||||||
Loan agreement description | The Company agreed to issue to the Lender warrants to purchase shares of the Company’s common stock upon the drawdown of each advance in an amount equal to 1.5% of the amount drawn, divided by the exercise price per share for that tranche. | The Company agreed to issue to the Lender warrants to purchase shares of the Company’s common stock upon the drawdown of each advance in an amount equal to 1.5% of the amount drawn, divided by the exercise price per share for that tranche. | |||||||||||||||||||||||||
Estimated fair value of warrants | $ 90,000 | ||||||||||||||||||||||||||
Default interest rate description | Upon the occurrence of an event of default, a default interest rate of an additional 5.00% may be applied to the outstanding loan balances, and the Lender may declare all outstanding obligations immediately due and payable and take such other actions as set forth in the Loan Agreement. | Upon the occurrence of an event of default, a default interest rate of an additional 5.00% may be applied to the outstanding loan balances, and the Lender may declare all outstanding obligations immediately due and payable and take such other actions as set forth in the Loan Agreement. | |||||||||||||||||||||||||
Default interest rate percentage | 5.00% | 5.00% | |||||||||||||||||||||||||
Minimum lender required proceeds from issuance of private placement offer | $ 12,000,000 | ||||||||||||||||||||||||||
Business acquisition deferred payment consideration | $ 5,700,000 | SEK 50,620,000 | $ 0 | $ 0 | |||||||||||||||||||||||
Total accrued interest on debt | $ 800,000 | ||||||||||||||||||||||||||
First Agreement [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Loan agreement initiation date | May 12, 2016 | May 12, 2016 | |||||||||||||||||||||||||
Second Amendment [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Loan agreement initiation date | Jun. 27, 2016 | Jun. 27, 2016 | |||||||||||||||||||||||||
Allenex [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Escrow deposit | 8,000,000 | ||||||||||||||||||||||||||
Business acquisition deferred payment consideration | 5,700,000 | SEK 50,620,000 | |||||||||||||||||||||||||
Business acquisition deferred purchase price consideration carrying value | $ 5,400,000 | ||||||||||||||||||||||||||
Majority Shareholder [Member] | Allenex [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Escrow deposit | $ 8,000,000 | ||||||||||||||||||||||||||
FastPartner AB [Member] | Allenex [Member] | Subordinated Promissory Note [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Debt instrument maturity date | Dec. 31, 2016 | Jul. 1, 2017 | Jul. 1, 2017 | Jul. 1, 2017 | |||||||||||||||||||||||
Note issued | $ 400,000 | $ 200,000 | $ 1,000,000 | SEK 4,000,000 | SEK 2,000,000 | SEK 9,400,000 | |||||||||||||||||||||
Issuance date | Mar. 7, 2016 | Dec. 29, 2015 | Jun. 28, 2013 | Jun. 28, 2013 | |||||||||||||||||||||||
Interest rate | 10.00% | 10.00% | 10.00% | 10.00% | 10.00% | 10.00% | |||||||||||||||||||||
Principal payment | $ 100,000 | SEK 1,000,000 | |||||||||||||||||||||||||
Mohammed Al Amoudi [Member] | Allenex [Member] | Subordinated Promissory Note [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Debt instrument maturity date | Jun. 28, 2016 | Jun. 28, 2016 | |||||||||||||||||||||||||
Note issued | $ 1,200,000 | SEK 10,600,000 | |||||||||||||||||||||||||
Issuance date | Jun. 28, 2013 | Jun. 28, 2013 | |||||||||||||||||||||||||
Interest rate | 10.00% | 10.00% | |||||||||||||||||||||||||
Principal payment | $ 100,000 | SEK 1,000,000 | |||||||||||||||||||||||||
Debt instrument extended maturity date | Jul. 1, 2017 | Jul. 1, 2017 | |||||||||||||||||||||||||
S S P Primers Aktieboulag | Allenex [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Loan agreement initiation date | Feb. 25, 2015 | Feb. 25, 2015 | |||||||||||||||||||||||||
Term loan facility amount outstanding | $ 1,100,000 | SEK 10,000,000 | |||||||||||||||||||||||||
Interest rate | 3.00% | 3.00% | |||||||||||||||||||||||||
Principle amount of loan agreement | $ 1,500,000 | SEK 14,000,000 | |||||||||||||||||||||||||
S S P Primers Aktieboulag | Allenex [Member] | Payable on February 25, 2016 [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Loan agreement, periodic payment | $ 400,000 | SEK 4,000,000 | |||||||||||||||||||||||||
Date of loan agreement payable. | Mar. 7, 2016 | Mar. 7, 2016 | |||||||||||||||||||||||||
S S P Primers Aktieboulag | Allenex [Member] | Payable on February 28, 2018 [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Loan agreement, periodic payment | $ 1,100,000 | SEK 10,000,000 | |||||||||||||||||||||||||
Date of loan agreement payable. | Feb. 28, 2018 | Feb. 28, 2018 | |||||||||||||||||||||||||
Public Offering [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Proceeds from majority shareholders in exchange of equity securities | $ 9,000,000 | ||||||||||||||||||||||||||
Public Offering [Member] | Allenex [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Proceeds from majority shareholders in exchange of equity securities | $ 9,000,000 | ||||||||||||||||||||||||||
Scenario Forecast [Member] | Allenex [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Proceeds from majority shareholders in exchange of equity securities | $ 20,000,000 | ||||||||||||||||||||||||||
Scenario Forecast [Member] | Majority Shareholder [Member] | Allenex [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Proceeds from majority shareholders in exchange of equity securities | 20,000,000 | ||||||||||||||||||||||||||
Business acquisition deferred payment consideration | $ 6,200,000 | ||||||||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Warrant to purchase stock, shares | shares | 34,483 | ||||||||||||||||||||||||||
Warrant to purchase of stock, per share | $ / shares | $ 6.96 | ||||||||||||||||||||||||||
Significant Unobservable Inputs (Level 3), Warrants To Purchase Common Stock [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Expected volatility rate | 39.83% | ||||||||||||||||||||||||||
Contractual term of years | 5 years | ||||||||||||||||||||||||||
Risk-free interest rate | 1.18% | ||||||||||||||||||||||||||
Underlying common stock price | $ / shares | $ 7.06 | ||||||||||||||||||||||||||
Dividend yield | 0.00% | ||||||||||||||||||||||||||
Interest Expense [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Loss on extinguishment of debt | $ 600,000 | ||||||||||||||||||||||||||
Draw A [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Loan agreement, amount borrowed | $ 16,000,000 | ||||||||||||||||||||||||||
Pay-off of term debt | 11,300,000 | ||||||||||||||||||||||||||
Non-refundable commitment fee | $ 160,000 | ||||||||||||||||||||||||||
Secured Term Loan Facility [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Principal pay-down of loan begins date | Jul. 1, 2016 | Jul. 1, 2016 | |||||||||||||||||||||||||
Deferred principal amortization description | The principal pay-down of the loan began on July 1, 2016 with the loan being payable in 30 equal monthly installments and the balance at December 31, 2016 was $12.6 million. | The principal pay-down of the loan began on July 1, 2016 with the loan being payable in 30 equal monthly installments and the balance at December 31, 2016 was $12.6 million. | |||||||||||||||||||||||||
Loan balance amount | $ 12,600,000 | ||||||||||||||||||||||||||
Term Loan Facility | Allenex [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Term loan facility amount outstanding | 6,800,000 | SEK 62,000,000 | |||||||||||||||||||||||||
Term loan credit facility amount payable | $ 5,500,000 | SEK 50,000,000 | |||||||||||||||||||||||||
Term Loan Facility | Danske Bank A S | Allenex [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Aggregate principal amount | $ 7,800,000 | SEK 71,000,000 | |||||||||||||||||||||||||
Interest rate, description | The interest rate applicable to each advance shall be the percentage rate per annum calculated as the aggregate of (i) Stockholm Interbank Offered Rate (“STIBOR”) (as defined in the Term Loan Facility) and (ii) the Margin (as described in the Term Loan Facility) at 3% conditional on the fulfillment of certain criteria. | The interest rate applicable to each advance shall be the percentage rate per annum calculated as the aggregate of (i) Stockholm Interbank Offered Rate (“STIBOR”) (as defined in the Term Loan Facility) and (ii) the Margin (as described in the Term Loan Facility) at 3% conditional on the fulfillment of certain criteria. | |||||||||||||||||||||||||
Interest rate basis spread | 3.00% | 3.00% | |||||||||||||||||||||||||
Loan agreement initiation date | Jun. 25, 2013 | ||||||||||||||||||||||||||
Term loan facility available for utilization advances | $ 500,000 | 5,000,000 | |||||||||||||||||||||||||
Term loan facility integral multiples | $ 100,000 | SEK 1,000,000 | |||||||||||||||||||||||||
Quarterly Payments from September 2017 through June 2018 [Member] | Allenex [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Term loan credit facility amount payable | $ 300,000 | SEK 3,000,000 | |||||||||||||||||||||||||
Short Term Credit Facility | Danske Bank A S | Allenex [Member] | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Loan agreement initiation date | Jun. 18, 2015 | ||||||||||||||||||||||||||
Note issued | $ 900,000 | $ 1,100,000 | SEK 10,000,000 | SEK 8,000,000 | |||||||||||||||||||||||
Short term credit facility | $ 600,000 | SEK 5,100,000 |
Debt - Schedule of Future Debt
Debt - Schedule of Future Debt Maturities (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 |
Equity Method Investments And Cost Method Investments [Abstract] | ||||||||
2,017 | $ 23,032 | |||||||
2,018 | 1,098 | |||||||
Total debt maturities | 24,130 | |||||||
Less: debt discount and issuance costs | (186) | |||||||
Total debt maturities, net of debt discount and issuance costs | 23,944 | |||||||
Less: current portion, of long-term debt | (22,846) | $ (2,866) | ||||||
Long-term debt, net of current portion | $ 1,098 | $ 8,496 | $ 10,072 | $ 11,368 | $ 12,887 | $ 12,125 | $ 13,389 | $ 14,609 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Sep. 26, 2016 | Jun. 15, 2016 | Apr. 14, 2016 | Jun. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Sep. 25, 2016 | Jun. 16, 2016 | Jan. 30, 2015 |
Class Of Stock [Line Items] | ||||||||||
Common stock purchase price | $ 3.99 | |||||||||
Aggregate payment of Placement agent, escrow agents and legal fees | $ 1,800 | |||||||||
Additional issued units | 334,169 | |||||||||
Placement fees | $ 0 | $ 0 | $ 3,733 | |||||||
Warrants outstanding | 1,002,507 | |||||||||
M.M. Dillon & Co. Group [Member] | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Warrant to purchase stock, shares | 100,000 | |||||||||
Placement fees | $ 200 | |||||||||
Majority Shareholder [Member] | Allenex [Member] | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Number of common stock purchased | 1,002,507 | |||||||||
Shares of common stock subject to outstanding common stock warrants [Member] | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Proceeds from issuance of private placement offer | 3,000 | 1,700 | ||||||||
Warrant to purchase stock, shares | 200,000 | |||||||||
Common Stock [Member] | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Common stock shares issued | 510,777 | |||||||||
Proceeds from issuance of private placement offer | 1,900 | $ 1,000 | ||||||||
Warrant to purchase stock, shares | 34,483 | |||||||||
Warrants outstanding | 3,259,926 | |||||||||
Exercise Price | $ 6.96 | |||||||||
Series A Preferred Stock | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Proceeds from issuance of private placement offer | $ 9,300 | $ 5,300 | ||||||||
Preferred shares convertible to common stock | 1,670,845 | |||||||||
Convertible preferred stock shares issued upon conversion | 1 | |||||||||
Private Placement [Member] | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Securities purchase agreement private placement units description | On April 14, 2016, the Company completed the sale of 591,860 units (“Units”) to certain accredited investors (the “Private Placement”) at a purchase price of $23.94 per Unit. Each Unit was comprised of (i) one share of the Company’s common stock, (ii) five shares of Series A Mandatorily Convertible Preferred Stock (“Series A Preferred”), and (iii) three warrants, each to purchase one share of the Company’s common stock. | |||||||||
Common stock shares issued | 591,860 | |||||||||
Common stock offer price per share | $ 23.94 | |||||||||
Proceeds from issuance of private placement offer | $ 8,000 | $ 14,200 | ||||||||
Placement fees | $ 1,100 | |||||||||
Warrants outstanding | 1,775,580 | 1,975,580 | ||||||||
Exercise Price | $ 4 | $ 4.98 | ||||||||
Public Offering [Member] | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Common stock shares issued | 2,250,000 | |||||||||
Common stock offer price per share | $ 4 | |||||||||
Gross proceeds from common stock shares issued at public offering | $ 9,000 | |||||||||
Net proceeds from common stock shares issued at public offering | 7,800 | |||||||||
Public Offering [Member] | Allenex [Member] | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Gross proceeds from common stock shares issued at public offering | $ 9,000 | |||||||||
Subsequent Financing [Member] | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Warrants outstanding | 1,002,507 | |||||||||
Exercise Price | $ 4 | 4.98 | ||||||||
Subsequent Financing [Member] | Common Stock [Member] | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Exercise Price | $ 4 | $ 4.98 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Fair Value of Warrant Valuation Assumptions (Detail) - $ / shares | Apr. 14, 2016 | Dec. 31, 2016 |
Schedule Of Warrant Valuation Assumptions [Line Items] | ||
Price per share of Allenex used to determine fair value of non controlling interest | $ 2.70 | |
Private Placement Warrants [Member] | ||
Schedule Of Warrant Valuation Assumptions [Line Items] | ||
Price per share of Allenex used to determine fair value of non controlling interest | $ 4.45 | 2.70 |
Exercise Price | $ 4.98 | $ 4 |
Remaining term (in years) | 7 years | 6 years 3 months 15 days |
Volatility | 46.90% | 51.40% |
Risk-free interest rate | 1.57% | 2.14% |
Expected dividend yield | 0.00% | 0.00% |
Placement Agent Warrants [Member] | ||
Schedule Of Warrant Valuation Assumptions [Line Items] | ||
Price per share of Allenex used to determine fair value of non controlling interest | $ 4.45 | $ 2.70 |
Exercise Price | $ 3.99 | $ 3.99 |
Remaining term (in years) | 5 years | 4 years 3 months 15 days |
Volatility | 49.00% | 56.10% |
Risk-free interest rate | 1.26% | 1.77% |
Expected dividend yield | 0.00% | 0.00% |
Warrants - Additional Informati
Warrants - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||||
Dec. 31, 2016 | Sep. 26, 2016 | Sep. 25, 2016 | Jun. 15, 2016 | Apr. 14, 2016 | Dec. 31, 2015 | |
Class Of Warrant Or Right [Line Items] | ||||||
Estimated fair value of warrants | $ 1,700 | |||||
Warrants issued | 1,002,507 | |||||
Common stock warrant liability | $ 5,208 | $ 0 | ||||
Estimated fair value of warrant liability remeasurement charge | $ 300 | |||||
Private Placement [Member] | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Estimated fair value of warrants | $ 3,300 | |||||
Warrants issued | 1,775,580 | 1,975,580 | ||||
Exercise Price | $ 4 | $ 4.98 | ||||
Private Placement [Member] | Accredited Investors [Member] | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Estimated fair value of warrants | $ 3,000 | |||||
Warrants issued | 1,775,580 | |||||
Private Placement [Member] | Placement Agents [Member] | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Estimated fair value of warrants | $ 300 | |||||
Warrants issued | 200,000 | |||||
Subsequent Financing [Member] | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Warrants issued | 1,002,507 | |||||
Exercise Price | $ 4 | $ 4.98 | ||||
Private Placement and Subsequent Financing [Member] | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Common stock warrant liability | $ 5,000 |
Warrants - Outstanding Warrants
Warrants - Outstanding Warrants To Purchase Common Stock Warrants (Detail) - $ / shares | 12 Months Ended | ||||||
Dec. 31, 2016 | Sep. 26, 2016 | Sep. 25, 2016 | Jun. 15, 2016 | Apr. 14, 2016 | Jan. 30, 2015 | ||
Class Of Warrant Or Right [Line Items] | |||||||
Number of Shares Underlying Warrants | 1,002,507 | ||||||
Private Placement [Member] | |||||||
Class Of Warrant Or Right [Line Items] | |||||||
Exercise Price | $ 4 | $ 4.98 | |||||
Number of Shares Underlying Warrants | 1,775,580 | 1,975,580 | |||||
Private Placement [Member] | Accredited Investors [Member] | |||||||
Class Of Warrant Or Right [Line Items] | |||||||
Number of Shares Underlying Warrants | 1,775,580 | ||||||
Private Placement [Member] | Placement Agents [Member] | |||||||
Class Of Warrant Or Right [Line Items] | |||||||
Number of Shares Underlying Warrants | 200,000 | ||||||
Subsequent Financing [Member] | |||||||
Class Of Warrant Or Right [Line Items] | |||||||
Exercise Price | $ 4 | 4.98 | |||||
Number of Shares Underlying Warrants | 1,002,507 | ||||||
Common Stock [Member] | |||||||
Class Of Warrant Or Right [Line Items] | |||||||
Exercise Price | $ 6.96 | ||||||
Number of Shares Underlying Warrants | 3,259,926 | ||||||
Common Stock [Member] | Class Of Warrant Or Right Issued on February 2008 [Member] | |||||||
Class Of Warrant Or Right [Line Items] | |||||||
Issue Date | 2008-02 | ||||||
Original Term | 10 years | ||||||
Exercise Price | $ 35.10 | ||||||
Number of Shares Underlying Warrants | 22,792 | ||||||
Common Stock [Member] | Class Of Warrant Or Right Issued on August 2009 [Member] | |||||||
Class Of Warrant Or Right [Line Items] | |||||||
Issue Date | 2009-08 | ||||||
Original Term | 10 years | ||||||
Exercise Price | $ 21.78 | ||||||
Number of Shares Underlying Warrants | 33,473 | ||||||
Common Stock [Member] | Class Of Warrant Or Right Issued on July 2010 [Member] | |||||||
Class Of Warrant Or Right [Line Items] | |||||||
Issue Date | 2010-07 | ||||||
Original Term | 9 years | ||||||
Exercise Price | $ 21.78 | ||||||
Number of Shares Underlying Warrants | 6,694 | ||||||
Common Stock [Member] | Class Of Warrant Or Right Issued on December 2010 [Member] | |||||||
Class Of Warrant Or Right [Line Items] | |||||||
Issue Date | 2010-12 | ||||||
Original Term | 7 years | ||||||
Exercise Price | $ 21.78 | ||||||
Number of Shares Underlying Warrants | 17,215 | ||||||
Common Stock [Member] | Class Of Warrant Or Right Issued on August 2012 [Member] | |||||||
Class Of Warrant Or Right [Line Items] | |||||||
Issue Date | 2012-08 | ||||||
Original Term | 7 years | ||||||
Exercise Price | $ 21.78 | ||||||
Number of Shares Underlying Warrants | 167,182 | ||||||
Common Stock [Member] | Class Of Warrant Or Right Issued on January 2015 [Member] | |||||||
Class Of Warrant Or Right [Line Items] | |||||||
Issue Date | 2015-01 | ||||||
Original Term | 5 years | ||||||
Exercise Price | $ 6.96 | ||||||
Number of Shares Underlying Warrants | 34,483 | ||||||
Common Stock [Member] | Private Placement [Member] | Accredited Investors [Member] | |||||||
Class Of Warrant Or Right [Line Items] | |||||||
Exercise Price | $ 4 | 4.98 | |||||
Common Stock [Member] | Private Placement [Member] | Accredited Investors [Member] | Class Of Warrant Or Right Issued on April 2016 [Member] | |||||||
Class Of Warrant Or Right [Line Items] | |||||||
Issue Date | [1] | 2016-04 | |||||
Original Term | [1] | 7 years | |||||
Exercise Price | [1] | $ 4 | |||||
Number of Shares Underlying Warrants | [1] | 1,775,580 | |||||
Common Stock [Member] | Private Placement [Member] | Placement Agents [Member] | Class Of Warrant Or Right Issued on April 2016 [Member] | |||||||
Class Of Warrant Or Right [Line Items] | |||||||
Issue Date | [2] | 2016-04 | |||||
Original Term | [2] | 5 years | |||||
Exercise Price | [2] | $ 3.99 | |||||
Number of Shares Underlying Warrants | [2] | 200,000 | |||||
Common Stock [Member] | Subsequent Financing [Member] | |||||||
Class Of Warrant Or Right [Line Items] | |||||||
Exercise Price | $ 4 | $ 4.98 | |||||
Common Stock [Member] | Subsequent Financing [Member] | Class Of Warrant Or Right Issued on June 2016 [Member] | |||||||
Class Of Warrant Or Right [Line Items] | |||||||
Issue Date | [3] | 2016-06 | |||||
Original Term | [3] | 7 years | |||||
Exercise Price | [3] | $ 4 | |||||
Number of Shares Underlying Warrants | [3] | 1,002,507 | |||||
[1] | Issued on April 14, 2016 in connection with the Private Placement to certain accredited investors. The exercise price was reset from $4.98 to $4.00 as a result of the Public Offering that closed on September 26, 2016. In accordance with the anti-dilution provisions, the exercise price of the warrants issued in connection with the Private Placement reset from $4.98 per share to $4.00 per share, which was the price paid by investors in the Public Offering, which closed on September 26, 2016. | ||||||
[2] | Issued on April 14, 2016 in connection with the Private Placement to placement agents. | ||||||
[3] | Issued on June 15, 2016 in connection with the Subsequent Financing. The exercise price was reset from $4.98 to $4.00 as a result of the Public Offering that closed on September 26, 2016. In accordance with the anti-dilution provisions, the exercise price of the warrants issued in connection with the Subsequent Financing reset from $4.98 per share to $4.00 per share, which was the price paid by investors in the Public Offering, which closed on September 26, 2016. |
Warrants - Outstanding Warran74
Warrants - Outstanding Warrants To Purchase Common Stock Warrants (Parenthetical) (Detail) - $ / shares | 12 Months Ended | |||
Dec. 31, 2016 | Sep. 26, 2016 | Sep. 25, 2016 | Jan. 30, 2015 | |
Private Placement [Member] | ||||
Class Of Warrant Or Right [Line Items] | ||||
Exercise Price | $ 4 | $ 4.98 | ||
Subsequent Financing [Member] | ||||
Class Of Warrant Or Right [Line Items] | ||||
Exercise Price | 4 | 4.98 | ||
Common Stock [Member] | ||||
Class Of Warrant Or Right [Line Items] | ||||
Exercise Price | $ 6.96 | |||
Common Stock [Member] | Private Placement [Member] | Accredited Investors [Member] | ||||
Class Of Warrant Or Right [Line Items] | ||||
Warrants, issued date | Apr. 14, 2016 | |||
Exercise Price | 4 | 4.98 | ||
Common Stock [Member] | Private Placement [Member] | Placement Agents [Member] | ||||
Class Of Warrant Or Right [Line Items] | ||||
Warrants, issued date | Apr. 14, 2016 | |||
Common Stock [Member] | Subsequent Financing [Member] | ||||
Class Of Warrant Or Right [Line Items] | ||||
Warrants, issued date | Jun. 15, 2016 | |||
Exercise Price | $ 4 | $ 4.98 |
Stock Incentive Plans - Additio
Stock Incentive Plans - Additional Information (Detail) - USD ($) | Jan. 02, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Apr. 21, 2016 | Jan. 01, 2014 | Dec. 31, 2013 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Total intrinsic value of options exercised | $ 7,100 | ||||||
Total unrecognized compensation costs related to stock options and RSUs | $ 1,600,000 | ||||||
Stock options and RSUs expected weighted average period | 2 years 2 months 12 days | ||||||
Fair market value of Company's common stock | $ 2.70 | ||||||
Weighted average fair value of options to purchase common stock granted | $ 2.05 | $ 2.53 | $ 4.81 | ||||
Total fair value of options vested during period | $ 1,100,000 | ||||||
Proceeds from issuances of common stock under equity incentive plans | $ 304,000 | $ 203,000 | $ 0 | ||||
Shares available for issuance | 365,074 | 361,672 | 718,007 | 332,995 | |||
Share-based compensation expense, tax benefit recognized | $ 0 | ||||||
Share-based compensation costs, capitalized | 0 | ||||||
Share based compensation, Total expensed | 1,998,000 | $ 1,341,000 | $ 535,000 | ||||
General and administrative [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share based compensation, Total expensed | $ 1,249,000 | 812,000 | 390,000 | ||||
Non Employee Director [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of shares issued | 104,941 | ||||||
Fair value of shares issued | $ 563,000 | ||||||
Non Employee Director [Member] | General and administrative [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share based compensation, Total expensed | 271,000 | $ 255,000 | $ 94,000 | ||||
Restricted Stock Units (RSUs) [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Intrinsic value of RSUs | 827,000 | ||||||
Total unrecognized compensation costs related to stock options and RSUs | $ 1,200,000 | ||||||
Stock options and RSUs expected weighted average period | 2 years 10 months 6 days | ||||||
RSUs vest annual equal increments (in years) | 4 years | ||||||
RSUs granted period | 2015-03 | ||||||
Inducement Plan [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
RSUs granted period | 2016-06 | ||||||
2014 Equity Incentive Plan [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Shares reserved for issuance of common stock | 838,695 | 357,075 | |||||
Outstanding shares of common stock, in percentage | 4.00% | ||||||
2014 Equity Incentive Plan [Member] | Maximum [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Maximum number of shares may be added to the plan hereunder | 865,252 | ||||||
2016 Inducement Plan [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Maximum number of common stock shares that might be granted | 155,500 | ||||||
2014 Employee Stock Purchase Plan [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Shares issued under ESPP | 67,256 | 36,696 | |||||
Proceeds from issuances of common stock under equity incentive plans | $ 300,000 | $ 400,000 | |||||
Shares available for issuance | 253,117 | ||||||
Applicable exercise date an offering period shall be equal to percentage of the lesser of fair market value of common stock | 85.00% |
Stock Incentive Plans - Summary
Stock Incentive Plans - Summary of Option, Unvested RSU Activity and Related Information (Detail) - $ / shares | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares Available for Grant, Beginning Balance | 361,672 | 718,007 | 332,995 |
Shares Available for Grant, Additional options authorized | 512,575 | 357,075 | 940,884 |
Shares Available for Grant, Options granted | (597,470) | (652,078) | (585,345) |
Shares Available for Grant, Assumed in business combination | 0 | ||
Shares Available for Grant, RSUs forfeited | 61,305 | 8,200 | |
Shares Available for Grant, Options forfeited | 269,212 | 77,660 | 20,591 |
Shares Available for Grant, Options expired | 107,601 | 5,329 | 13,781 |
Shares Available for Grant, Ending Balance | 365,074 | 361,672 | 718,007 |
Number of Shares, Beginning Balance | 1,577,317 | 1,031,804 | 466,965 |
Number of Shares, Additional options authorized | 0 | 0 | |
Number of Shares, Options granted | 597,470 | 652,078 | 585,345 |
Number of Shares, Assumed in business combination | 23,229 | ||
Number of Shares, Options exercised | (5,688) | (23,576) | (9,363) |
Number of Shares, Options forfeited | (269,212) | (77,660) | (20,591) |
Number of Shares, Options expired | (107,601) | (5,329) | (13,781) |
Number of Shares, Ending Balance | 1,792,286 | 1,577,317 | 1,031,804 |
Number of Shares, Vested | 990,371 | ||
Number of Shares, Vested and expected to vest | 1,757,309 | ||
Weighted-Average Exercise Price, Beginning Balance | $ 6.87 | $ 7.36 | $ 1.99 |
Weighted-Average Exercise Price, Additional options authorized | 0 | 0 | |
Weighted-Average Exercise Price, Options granted | 4.91 | 6.09 | 11.76 |
Weighted-Average Exercise Price, Assumed in business combination | 2.06 | ||
Weighted-Average Exercise Price, Options exercised | 3.29 | 1.94 | 2.14 |
Weighted-Average Exercise Price, Options forfeited | 6.64 | 8.13 | 10.36 |
Weighted-Average Exercise Price, Options expired | 8.88 | 10.36 | 2.74 |
Weighted-Average Exercise Price, Ending Balance | 6.15 | $ 6.87 | $ 7.36 |
Weighted-Average Exercise Price, Vested | 6.05 | ||
Weighted-Average Exercise Price, Vested and expected to vest | $ 6.15 | ||
Restricted Stock Grants [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares Available for Grant | (61,921) | (38,121) | (4,899) |
Shares Available for Grant | 61,921 | 38,121 | 4,899 |
Restricted Stock Units (RSUs) [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of RSU Shares, Beginning Balance | 106,200 | 0 | 0 |
Shares Available for Grant | (287,900) | (114,400) | |
Shares Available for Grant, RSUs forfeited | 61,305 | 8,200 | |
Number of RSU Shares, vested | (26,550) | ||
Number of RSU Shares, Ending Balance | 306,245 | 106,200 | 0 |
Shares Available for Grant | 287,900 | 114,400 | |
Weighted Average Grant- Date Fair Value, Unvested beginning balance | $ 6.49 | $ 0 | $ 0 |
Weighted- Average Grant Date Fair Value, RSUs granted | 5.50 | 6.49 | |
Weighted- Average Grant Date Fair Value, RSUs forfeited | 5.81 | 6.49 | |
Weighted- Average Grant Date Fair Value, RSUs vested | 6.49 | ||
Weighted Average Grant- Date Fair Value, Unvested ending balance | $ 5.69 | $ 6.49 | $ 0 |
Stock Incentive Plans - Schedul
Stock Incentive Plans - Schedule of Options Outstanding and Options Vested (Detail) - $ / shares | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||
Options Outstanding, Range of Exercise Prices | $ 6.15 | $ 6.87 | $ 7.36 | $ 1.99 |
Options Outstanding, Number of Options Outstanding | 1,792,286 | |||
Options Outstanding, Weighted Average Remaining Contractual Life (Years) | 7 years 6 months 4 days | |||
Options Outstanding, Weighted Average Exercise Price | $ 6.14 | |||
Options Vested, Number of Options Vested | 990,371 | |||
Number of Options vested, Weighted Average Exercise Price | $ 6.05 | |||
$0.27-3.98 [Member] | ||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||
Options Outstanding, Number of Options Outstanding | 448,109 | |||
Options Outstanding, Weighted Average Remaining Contractual Life (Years) | 5 years 18 days | |||
Options Outstanding, Weighted Average Exercise Price | $ 2.04 | |||
Options Vested, Number of Options Vested | 415,570 | |||
Number of Options vested, Weighted Average Exercise Price | $ 1.92 | |||
$0.27-3.98 [Member] | Minimum [Member] | ||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||
Options Outstanding, Range of Exercise Prices | 0.27 | |||
$0.27-3.98 [Member] | Maximum [Member] | ||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||
Options Outstanding, Range of Exercise Prices | $ 3.98 | |||
$4.37 - 4.60 [Member] | ||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||
Options Outstanding, Number of Options Outstanding | 179,263 | |||
Options Outstanding, Weighted Average Remaining Contractual Life (Years) | 9 years 1 month 24 days | |||
Options Outstanding, Weighted Average Exercise Price | $ 4.47 | |||
Options Vested, Number of Options Vested | 18,064 | |||
Number of Options vested, Weighted Average Exercise Price | $ 4.46 | |||
$4.37 - 4.60 [Member] | Minimum [Member] | ||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||
Options Outstanding, Range of Exercise Prices | 4.37 | |||
$4.37 - 4.60 [Member] | Maximum [Member] | ||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||
Options Outstanding, Range of Exercise Prices | $ 4.60 | |||
$4.95 - 5.85 [Member] | ||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||
Options Outstanding, Number of Options Outstanding | 397,018 | |||
Options Outstanding, Weighted Average Remaining Contractual Life (Years) | 9 years 1 month 2 days | |||
Options Outstanding, Weighted Average Exercise Price | $ 5.22 | |||
Options Vested, Number of Options Vested | 88,627 | |||
Number of Options vested, Weighted Average Exercise Price | $ 5.31 | |||
$4.95 - 5.85 [Member] | Minimum [Member] | ||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||
Options Outstanding, Range of Exercise Prices | 4.95 | |||
$4.95 - 5.85 [Member] | Maximum [Member] | ||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||
Options Outstanding, Range of Exercise Prices | $ 5.85 | |||
$6.49 - 7.03 [Member] | ||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||
Options Outstanding, Number of Options Outstanding | 384,910 | |||
Options Outstanding, Weighted Average Remaining Contractual Life (Years) | 8 years 2 months 5 days | |||
Options Outstanding, Weighted Average Exercise Price | $ 6.64 | |||
Options Vested, Number of Options Vested | 189,136 | |||
Number of Options vested, Weighted Average Exercise Price | $ 6.64 | |||
$6.49 - 7.03 [Member] | Minimum [Member] | ||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||
Options Outstanding, Range of Exercise Prices | 6.49 | |||
$6.49 - 7.03 [Member] | Maximum [Member] | ||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||
Options Outstanding, Range of Exercise Prices | $ 7.03 | |||
$10.00 - 12.44 [Member] | ||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||
Options Outstanding, Number of Options Outstanding | 382,986 | |||
Options Outstanding, Weighted Average Remaining Contractual Life (Years) | 7 years 3 months 26 days | |||
Options Outstanding, Weighted Average Exercise Price | $ 12.20 | |||
Options Vested, Number of Options Vested | 278,974 | |||
Number of Options vested, Weighted Average Exercise Price | $ 12.14 | |||
$10.00 - 12.44 [Member] | Minimum [Member] | ||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||
Options Outstanding, Range of Exercise Prices | 10 | |||
$10.00 - 12.44 [Member] | Maximum [Member] | ||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||
Options Outstanding, Range of Exercise Prices | $ 12.44 |
Stock Incentive Plans - Summa78
Stock Incentive Plans - Summary of Options Outstanding Vested and Expected to Vest (Detail) $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2016USD ($)$ / sharesshares | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Number of Shares, Vested | shares | 990,371 |
Number of Shares, Expected to vest | shares | 766,938 |
Number of Shares, Total | shares | 1,757,309 |
Weighted-Average Exercise Price, Vested | $ / shares | $ 6.05 |
Weighted-average Exercise Price, Expected to vest | $ / shares | 6.28 |
Weighted-average Exercise Price, Total | $ / shares | $ 6.15 |
Weighted-average Remaining Contractual Life (Years), Vested | 6 years 6 months 18 days |
Weighted-average Remaining Contractual Life (Years), Expected to vest | 8 years 8 months 12 days |
Weighted-average Remaining Contractual Life (Years), Total | 7 years 5 months 27 days |
Aggregate Intrinsic Value, Vested | $ | $ 427 |
Aggregate Intrinsic Value, Expected to vest | $ | 0 |
Aggregate Intrinsic Value, Total | $ | $ 427 |
Stock Incentive Plans - Weighte
Stock Incentive Plans - Weighted-Average Assumptions Used to Estimated Fair Value of Share-Based Awards (Detail) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Employee Stock Purchase Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term (in years) | 6 months | 6 months | 0 years |
Expected volatility | 0.00% | ||
Risk-free interest rate | 0.11% | 0.00% | |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Risk-free interest rate, minimum | 0.37% | ||
Risk-free interest rate, maximum | 0.49% | ||
Shares of common stock subject to outstanding options [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term (in years) | 5 years 10 months 24 days | 6 years | 5 years 1 month 6 days |
Expected volatility | 42.10% | 41.17% | 42.18% |
Risk-free interest rate | 1.52% | 1.84% | 1.69% |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Minimum [Member] | Employee Stock Purchase Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected volatility | 77.05% | 39.10% | |
Maximum [Member] | Employee Stock Purchase Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected volatility | 90.81% | 44.15% |
Stock Incentive Plans - Summa80
Stock Incentive Plans - Summary of Expense Relating to Employee and Nonemployee Stock-Based Payment Awards from Stock Options and RSUs (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Share based compensation, Total expensed | $ 1,998 | $ 1,341 | $ 535 |
Cost of testing [Member] | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Share based compensation, Total expensed | 144 | 109 | 28 |
Research and Development Expense [Member] | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Share based compensation, Total expensed | 449 | 247 | 88 |
Sales and marketing [Member] | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Share based compensation, Total expensed | 156 | 173 | 29 |
General and administrative [Member] | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Share based compensation, Total expensed | $ 1,249 | $ 812 | $ 390 |
Income Taxes - Summary of Incom
Income Taxes - Summary of Income or (Loss) Before Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |||
United States | $ (21,753) | $ (13,707) | $ (719) |
Foreign | (19,609) | 0 | 0 |
Loss before income taxes | $ (41,362) | $ (13,707) | $ (719) |
Income Taxes - Components of Pr
Income Taxes - Components of Provision for (Benefit from) Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Current | |||
Federal | $ 49 | $ 0 | $ 0 |
State | 11 | 0 | 0 |
Foreign | 32 | 0 | 0 |
Total Current | 92 | 0 | 0 |
Deferred | |||
Federal | (251) | 0 | (1,500) |
State | (49) | 0 | 0 |
Foreign | (1,398) | 0 | 0 |
Total Deferred | (1,698) | 0 | (1,500) |
Provision for (benefit from) income taxes | $ (1,606) | $ 0 | $ (1,500) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Taxes Disclosure [Line Items] | ||||
Federal income tax rate | 34.00% | 34.00% | 34.00% | |
Increase in valuation allowance | $ 6,200,000 | $ 3,700,000 | ||
Unrecognized tax benefit would impact the effective tax rate | 2,600,000 | |||
Unrecognized tax benefit | 5,252,000 | 2,431,000 | $ 2,054,000 | $ 2,196,000 |
Accrued interest and penalties related to unrecognized tax benefits | 300,000 | $ 0 | $ 0 | |
Domestic Federal [Member] | ||||
Income Taxes Disclosure [Line Items] | ||||
Net operating loss carryforwards | $ 198,200,000 | |||
Operating loss carryforwards, expiration year | 2,018 | |||
Tax credit carryforwards | $ 3,900,000 | |||
Tax credit carryforwards, expiration year | 2,021 | |||
Domestic State [Member] | ||||
Income Taxes Disclosure [Line Items] | ||||
Net operating loss carryforwards | $ 102,100,000 | |||
Operating loss carryforwards, expiration year | 2,017 | |||
Domestic State [Member] | California [Member] | ||||
Income Taxes Disclosure [Line Items] | ||||
Tax credit carryforwards | $ 4,800,000 | |||
Foreign [Member] | ||||
Income Taxes Disclosure [Line Items] | ||||
Net operating loss carryforwards | $ 2,400,000 | |||
Statutes of limitation for income tax returns start year | 4 years | |||
Statutes of limitation for income tax returns end year | 6 years |
Income Taxes - Schedule of Prov
Income Taxes - Schedule of Provision for Tax Differed from Amounts Computed by Applying U.S. Federal Income Tax Rate to Pretax Income (Detail) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Effective Income Tax Rate Reconciliation Nondeductible Expense Depreciation And Amortization [Abstract] | |||
Federal tax at statutory rate | 34.00% | 34.00% | 34.00% |
Stock-based compensation | (0.50%) | (1.90%) | (9.50%) |
Change in valuation allowance | (16.80%) | (31.10%) | 190.60% |
Foreign rate differential | (1.30%) | 0.00% | 0.00% |
Preferred stock warrant revaluation | (0.20%) | 0.00% | (0.70%) |
Interest expense | 0.00% | 0.00% | (5.80%) |
Contingent liability for IMX acquisition | 0.40% | (0.00%) | 38.20% |
Acquisition costs | (1.20%) | (3.20%) | (36.70%) |
Goodwill impairment | (10.80%) | 0.00% | 0.00% |
Other | 0.30% | 2.20% | (1.30%) |
Effective income tax rate | 3.90% | 0.00% | 208.80% |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Income Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 71,925 | $ 65,957 |
Tax credit carryforwards | 4,947 | 4,533 |
Accruals | 1,274 | 1,125 |
Other | 1,088 | 698 |
Gross deferred tax assets | 79,234 | 72,313 |
Valuation allowance | (76,295) | (70,053) |
Total deferred tax assets | 2,939 | 2,260 |
Deferred tax liabilities: | ||
Property and equipment | 195 | 95 |
Purchased intangibles | (8,979) | (2,355) |
Other | (212) | 0 |
Total deferred tax liabilities | (8,996) | $ (2,260) |
Net deferred tax liabilities | $ (6,057) |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of Unrecognized Tax Benefits (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Reconciliation Of Unrecognized Tax Benefits Excluding Amounts Pertaining To Examined Tax Returns Roll Forward | |||
Balance at beginning of year | $ 2,431 | $ 2,054 | $ 2,196 |
Additions based on tax positions related to current year | 2,489 | 372 | 83 |
Additions (reductions) based on tax positions related to prior years | 332 | 5 | (225) |
Balance at end of year | $ 5,252 | $ 2,431 | $ 2,054 |
401(K) Plan - Additional Inform
401(K) Plan - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Defined Contribution Pension And Other Postretirement Plans Disclosure [Abstract] | |
Defined contribution plan, employer contribution | $ 0 |
Segment Reporting - Additional
Segment Reporting - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2016USD ($)Segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | Segment | 2 |
Intersegment sales | $ | $ 0 |
Segment Reporting - Operating R
Segment Reporting - Operating Results of Reportable Segments (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Segment Reporting Information [Line Items] | |||||||||||
Net revenues | $ 10,859 | $ 12,475 | $ 10,735 | $ 6,562 | $ 6,648 | $ 7,151 | $ 7,129 | $ 7,216 | $ 40,631 | $ 28,144 | $ 27,306 |
Operating loss | (37,332) | (11,932) | 1,250 | ||||||||
Depreciation and amortization | 2,920 | 796 | 512 | ||||||||
Total assets | 76,730 | $ 102,092 | $ 100,453 | $ 48,834 | 55,638 | $ 59,342 | $ 61,366 | $ 63,277 | 76,730 | 55,638 | |
CareDx [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net revenues | 29,917 | 28,144 | 27,306 | ||||||||
Operating loss | (18,374) | (11,932) | 1,250 | ||||||||
Depreciation and amortization | 982 | 796 | 512 | ||||||||
Total assets | 41,169 | 55,638 | 41,169 | 55,638 | |||||||
Olerup [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net revenues | 10,714 | 0 | 0 | ||||||||
Operating loss | (18,958) | 0 | 0 | ||||||||
Depreciation and amortization | 1,938 | 0 | $ 0 | ||||||||
Total assets | $ 35,561 | $ 0 | $ 35,561 | $ 0 |
Segment Reporting - Reportable
Segment Reporting - Reportable Revenues by Geographic Regions (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Segment Reporting Information [Line Items] | |||||||||||
Net revenues | $ 10,859 | $ 12,475 | $ 10,735 | $ 6,562 | $ 6,648 | $ 7,151 | $ 7,129 | $ 7,216 | $ 40,631 | $ 28,144 | $ 27,306 |
North America [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net revenues | 33,215 | 28,144 | 27,306 | ||||||||
Europe, Middle East and Africa [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net revenues | 6,992 | 0 | 0 | ||||||||
Latin America [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net revenues | $ 424 | $ 0 | $ 0 |
Segment Reporting - Long-Lived
Segment Reporting - Long-Lived Assets Consisting of Property and Equipment, Net by Geographic Regions (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Segment Reporting Information [Line Items] | ||
Long-lived assets | $ 2,931 | $ 2,425 |
United States [Member] | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets | 2,052 | 2,425 |
Europe [Member] | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets | $ 879 | $ 0 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) $ in Millions | Jun. 15, 2016 | Apr. 14, 2016 |
Related Party Transaction [Line Items] | ||
Aggregate payment of Placement agent, escrow agents and legal fees | $ 1.8 | |
FastPartner AB [Member] | ||
Related Party Transaction [Line Items] | ||
Common stock shares issued under private placement | 566,962 | |
Midroc Invest AB [Member] | ||
Related Party Transaction [Line Items] | ||
Common stock shares issued under private placement | 636,838 | |
Xenella Holding AB [Member] | ||
Related Party Transaction [Line Items] | ||
Common stock shares issued under private placement | 162,928 | |
Private Placement [Member] | ||
Related Party Transaction [Line Items] | ||
Common stock shares issued under private placement | 591,860 | |
Proceeds from private placement and subsequent financing, net of issuance costs | $ 8 | $ 14.2 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) | Dec. 31, 2017USD ($) | Jul. 01, 2017USD ($) | Apr. 19, 2017shares | Mar. 15, 2017USD ($)$ / sharesshares | Mar. 02, 2017USD ($) | Jul. 15, 2016USD ($) | Apr. 25, 2016USD ($) | Jan. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Apr. 18, 2017$ / d | Jan. 30, 2015$ / sharesshares |
Subsequent Event [Line Items] | |||||||||||||
Damages sought | $ 1,300,000 | ||||||||||||
Proceeds from debt, net of issuance costs | $ 0 | $ 15,625,000 | $ 0 | ||||||||||
Debt instrument maturity date | Dec. 1, 2018 | ||||||||||||
Common Stock [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Warrant to purchase stock, shares | shares | 34,483 | ||||||||||||
Warrant to purchase of stock, per share | $ / shares | $ 6.96 | ||||||||||||
Oberland Complaint [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Damages sought | $ 1,400,000 | ||||||||||||
Amount accrued for claim | $ 1,400,000 | $ 600,000 | |||||||||||
Subsequent Event [Member] | JGB Debt [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Aggregate principal amount | $ 27,800,000 | ||||||||||||
Warrant to purchase stock, shares | shares | 1,250,000 | ||||||||||||
Proceeds from debt, net of issuance costs | $ 24,000,000 | ||||||||||||
Pay-off of term debt | 11,200,000 | ||||||||||||
Minimum cash requirement | $ 9,400,000 | ||||||||||||
Debt instrument maturity date | Feb. 28, 2020 | ||||||||||||
Interest rate | 9.50% | ||||||||||||
Conversion price per share | $ / shares | $ 4.56 | ||||||||||||
Debt conversion description | Additionally, after September 1, 2017, upon the satisfaction of certain conditions, including the volume weighted average price of the Company’s common stock exceeding 250% of the Conversion Price for twenty consecutive trading days, the Company can require that the Debentures be converted into shares of the Company’s common stock, subject to certain limitations. | ||||||||||||
Debt, possible redemption amount after March 1, 2018 | $ 937,500 | ||||||||||||
Debt redemption description | Commencing on March 1, 2018, each of the holders of the Debentures shall have the right, at its option, to require the Company to redeem up to $937,500 of the outstanding principal amount of its Debenture per month. The Company will be required to promptly, but in any event no more than one trading day after the holder delivers a redemption notice to the Company, pay the applicable redemption amount in cash or, at the Company’s election and subject to certain conditions, in shares of the Company’s common stock. If the Company elects to pay the redemption amount in shares of the Company’s common stock, then the shares will be delivered based on a price equal to the lowest of (a) 88% of the average of the three lowest volume weighted average prices of the Company’s common stock over the prior 20 trading days, (b) 88% of the prior trading day’s volume weighted average price, or (c) the Conversion Price. The Company may only opt for payment in shares of the Company’s common stock if certain conditions are met. | ||||||||||||
Percentage of average three lowest volume weighted average prices of common stock if elected to pay in shares | 88.00% | ||||||||||||
Percentage of prior trading day's volume weighted average price if elected to pay in shares | 88.00% | ||||||||||||
Warrant to purchase of stock, per share | $ / shares | $ 5 | ||||||||||||
Warrants, issued date | Sep. 16, 2017 | ||||||||||||
Warrants expiration date | Sep. 15, 2022 | ||||||||||||
Number of shares to seek shareholders approval to issue additional common stock | shares | 4,269,522 | ||||||||||||
Percentage of gross proceeds from sale of debentures as fee of placement | 3.00% | ||||||||||||
Date of first required payment | 2018-03 | ||||||||||||
Warrants exercisable period from grant date | 185 days | ||||||||||||
Warrants, term | 5 years 6 months | ||||||||||||
Accruing liquidated damages payable amount per day | $ / d | 7,000 | ||||||||||||
Subsequent Event [Member] | JGB Debt [Member] | If Debenture is accelerated prior to March 1, 2018 [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Percentage of debt principal and interest outstanding repayment | 115.00% | ||||||||||||
Subsequent Event [Member] | JGB Debt [Member] | If Debenture is accelerated after March 1, 2018 but prior to March 1, 2019 [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Percentage of debt principal and interest outstanding repayment | 108.00% | ||||||||||||
Subsequent Event [Member] | JGB Debt [Member] | If Debenture is accelerated after March 1, 2019 [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Percentage of debt principal and interest outstanding repayment | 105.00% | ||||||||||||
Subsequent Event [Member] | Oberland Complaint [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Settlement amount | $ (600,000) | ||||||||||||
Subsequent Event [Member] | Maximum [Member] | Common Stock [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Restriction on sale of common stock | shares | 8,534,261 | ||||||||||||
Subsequent Event [Member] | Maximum [Member] | JGB Debt [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Required repayment of debt per month | $ 900,000 | ||||||||||||
Conexio [Member] | Scenario Forecast [Member] | Maximum [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Consideration to be paid for finished goods acquired | $ 300,000 | ||||||||||||
Consideration to be paid for unfinished inventory acquired | $ 200,000 | ||||||||||||
Conexio [Member] | Subsequent Event [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Acquisition related quarterly payments, percentage on gross revenue | 20.00% | ||||||||||||
Conexio [Member] | Subsequent Event [Member] | Maximum [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Acquisition related quarterly payments on gross revenue | $ 700,000 | ||||||||||||
Obligations and liabilities assumed for product warranty claims | $ 35,000 |
Selected Quarterly Financial 94
Selected Quarterly Financial Data - Summary of Selected Quarterly Financial Data (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Consolidated Statement of Operations Data: | |||||||||||
Total revenue | $ 10,859 | $ 12,475 | $ 10,735 | $ 6,562 | $ 6,648 | $ 7,151 | $ 7,129 | $ 7,216 | $ 40,631 | $ 28,144 | $ 27,306 |
Net (loss) income attributable to CareDx, Inc. used to compute basic net loss per share | $ (15,483) | $ (3,764) | $ (10,470) | $ (9,752) | $ (4,761) | $ (3,489) | $ (3,185) | $ (2,272) | $ (39,469) | $ (13,707) | $ 781 |
Net loss per common share attributable to CareDx, Inc., basic | $ (0.73) | $ (0.20) | $ (0.77) | $ (0.81) | $ (0.40) | $ (0.29) | $ (0.27) | $ (0.19) | $ (2.39) | $ (1.16) | $ 0.13 |
Net loss per common share attributable to CareDx, Inc., diluted | $ (0.73) | $ (0.26) | $ (0.77) | $ (0.81) | $ (0.40) | $ (0.29) | $ (0.27) | $ (0.19) | $ (2.39) | $ (1.16) | $ 0.10 |
Shares used in calculation of net loss per share attributable to CareDx, Inc., basic | 21,270,151 | 19,098,626 | 13,568,120 | 11,969,714 | 11,902,325 | 11,890,057 | 11,835,405 | 11,814,467 | 16,496,911 | 11,860,885 | 5,815,928 |
Shares used in calculation of net income loss per share attributable to CareDx, Inc., diluted | 21,270,151 | 19,481,424 | 13,568,120 | 11,969,714 | 11,902,325 | 11,890,057 | 11,835,405 | 11,814,467 | 16,496,911 | 11,860,885 | 9,283,001 |
Consolidated Balance Sheet Data: | |||||||||||
Total assets | $ 76,730 | $ 102,092 | $ 100,453 | $ 48,834 | $ 55,638 | $ 59,342 | $ 61,366 | $ 63,277 | $ 76,730 | $ 55,638 | |
Long-term debt, net of current portion | $ 1,098 | $ 8,496 | $ 10,072 | $ 11,368 | $ 12,887 | $ 12,125 | $ 13,389 | $ 14,609 | $ 1,098 | $ 12,887 |