Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Mar. 16, 2018 | Jun. 30, 2017 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
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 | 29,074,603 | ||
Entity Public Float | $ 19,496,286 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 16,895 | $ 17,258 |
Accounts receivable | 2,991 | 2,768 |
Inventory | 5,529 | 5,461 |
Prepaid and other assets | 1,352 | 1,186 |
Total current assets | 26,767 | 26,673 |
Property and equipment, net | 2,075 | 2,931 |
Intangible assets, net | 33,139 | 33,124 |
Goodwill | 12,005 | 13,839 |
Restricted cash | 9,579 | 143 |
Other noncurrent assets | 0 | 20 |
Total assets | 83,565 | 76,730 |
Current liabilities: | ||
Accounts payable | 3,391 | 3,065 |
Accrued payroll liabilities | 5,013 | 3,851 |
Accrued and other liabilities | 3,735 | 5,320 |
Accrued royalties | 0 | 263 |
Deferred revenue | 39 | 42 |
Deferred purchase consideration | 407 | 5,445 |
Derivative liability | 14,600 | 0 |
Current portion of long-term debt | 15,721 | 22,846 |
Total current liabilities | 42,906 | 40,832 |
Deferred rent, net of current portion | 913 | 1,301 |
Deferred revenue, net of current portion | 730 | 759 |
Deferred tax liability | 4,933 | 6,057 |
Long-term debt, net of current portion | 18,338 | 1,098 |
Contingent consideration | 1,672 | 492 |
Common stock warrant liability | 18,712 | 5,208 |
Other liabilities | 1,315 | 1,222 |
Total liabilities | 89,519 | 56,969 |
Commitments and contingencies (Note 8) | 0 | 0 |
Stockholders’ equity: | ||
Preferred stock: $0.001 par value; 10,000,000 shares authorized at December 31, 2017 and 2016; no shares issued and outstanding at December 31, 2017 and 2016 | 0 | 0 |
Common stock: $0.001 par value; 100,000,000 shares authorized at December 31, 2017 and 2016; 28,825,019 and 21,278,373 shares issued and outstanding at December 31, 2017 and 2016, respectively | 29 | 21 |
Additional paid-in capital | 264,204 | 235,673 |
Accumulated other comprehensive loss | (2,345) | (3,659) |
Accumulated deficit | (268,022) | (212,553) |
Total CareDx, Inc. stockholders’ (deficit) equity | (6,134) | 19,482 |
Noncontrolling interest | 180 | 279 |
Total stockholders’ (deficit) equity | (5,954) | 19,761 |
Total liabilities and stockholders’ (deficit) equity | $ 83,565 | $ 76,730 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2017 | Dec. 31, 2016 |
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 | 28,825,019 | 21,278,373 |
Common stock, shares outstanding | 28,825,019 | 21,278,373 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Revenue: | |||
Testing revenue | $ 33,106 | $ 29,680 | $ 27,881 |
Product revenue | 14,634 | 10,715 | 0 |
Collaboration and license revenue | 584 | 236 | 263 |
Total revenue | 48,324 | 40,631 | 28,144 |
Operating expenses: | |||
Cost of testing | 12,345 | 10,882 | 10,273 |
Cost of product | 9,026 | 10,240 | 0 |
Research and development | 12,388 | 12,385 | 9,333 |
Sales and marketing | 12,808 | 11,166 | 8,349 |
General and administrative | 18,913 | 20,725 | 12,247 |
Goodwill impairment | 1,958 | 13,021 | 0 |
Change in estimated fair value of contingent consideration | 1,180 | (456) | (126) |
Total operating expenses | 68,618 | 77,963 | 40,076 |
Loss from operations | (20,294) | (37,332) | (11,932) |
Interest expense, net | (5,863) | (1,860) | (1,587) |
Other expense, net | (1,490) | (1,920) | (188) |
Change in estimated fair value of common stock warrant and derivative liabilities | (29,622) | (250) | 0 |
Loss before income taxes | (57,269) | (41,362) | (13,707) |
Income tax benefit | 1,709 | 1,606 | 0 |
Net loss | (55,560) | (39,756) | (13,707) |
Net loss attributable to noncontrolling interest | (91) | (287) | 0 |
Net loss attributable to CareDx, Inc. | $ (55,469) | $ (39,469) | $ (13,707) |
Net loss per share attributable to CareDx, Inc. (Note 3): | |||
Basic | $ (2.38) | $ (2.39) | $ (1.16) |
Diluted | $ (2.38) | $ (2.39) | $ (1.16) |
Weighted average shares used to compute net loss per share attributable to CareDx, Inc.: | |||
Basic | 23,332,503 | 16,496,911 | 11,860,885 |
Diluted | 23,332,503 | 16,496,911 | 11,860,885 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Statement Of Income And Comprehensive Income [Abstract] | |||
Net loss | $ (55,560) | $ (39,756) | $ (13,707) |
Other comprehensive loss: | |||
Foreign currency translation adjustments | 1,306 | (3,727) | 0 |
Total comprehensive loss | (54,254) | (43,483) | (13,707) |
Comprehensive loss attributable to noncontrolling interest, net of tax | (99) | (355) | 0 |
Comprehensive loss attributable to CareDx, Inc. | $ (54,155) | $ (43,128) | $ (13,707) |
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, 2014 | $ 41,296 | $ 0 | $ 12 | $ 200,661 | $ 0 | $ (159,377) | $ 0 |
Beginning 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 |
Other comprehensive loss: | |||||||
Foreign currency translation adjustments | 0 | ||||||
Net loss | (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 | 0 | |||||
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 and debt 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 | 0 | 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 |
Other comprehensive loss: | |||||||
Foreign currency translation adjustments | (3,727) | 0 | 0 | 0 | (3,659) | 0 | (68) |
Net loss | (39,756) | 0 | 0 | 0 | 0 | (39,469) | (287) |
Total comprehensive loss | (43,483) | ||||||
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 | |||||
Issuance of common stock in connection with business acquisition | 1,146 | $ 0 | $ 2 | 1,144 | 0 | 0 | 0 |
Issuance of common stock in connection with business acquisition, Shares | 0 | 1,022,544 | |||||
Conversion of convertible debt to common stock | 1,676 | $ 0 | $ 0 | 1,676 | 0 | 0 | 0 |
Conversion of convertible private placement and subsequent financing preferred stock and debt to common stock, Shares | 0 | 288,022 | |||||
Issuance of common stock upon initial public offering, net of offering costs | 18,329 | $ 0 | $ 6 | 18,323 | 0 | 0 | 0 |
Issuance of common stock upon initial public offering, net of offering costs, Shares | 0 | 4,992,840 | |||||
Issuance of common stock under employee benefit plans | 94 | $ 0 | $ 0 | 94 | 0 | 0 | 0 |
Issuance of common stock under employee benefit plans, Shares | 0 | 166,067 | |||||
Issuance of common stock for Board of Director services | 245 | $ 0 | $ 0 | 245 | 0 | 0 | 0 |
Issuance of common stock for Board of Director services, Shares | 0 | 115,948 | |||||
Issuance of common stock for cash upon exercise of stock options | $ 262 | $ 0 | $ 0 | 262 | 0 | 0 | 0 |
Issuance of common stock for cash upon exercise of stock options, Shares | 71,976 | 0 | 70,809 | ||||
Issuance of common stock for cash upon exercise of warrants | $ 989 | $ 0 | $ 0 | 989 | 0 | 0 | 0 |
Issuance of common stock for cash upon exercise of warrants, Shares | 0 | 890,416 | |||||
Issuance of common stock upon exercise of warrants | 4,306 | $ 0 | $ 0 | 4,306 | 0 | 0 | 0 |
Employee and non-employee share-based compensation expense | 1,492 | 0 | 0 | 1,492 | 0 | 0 | 0 |
Other comprehensive loss: | |||||||
Foreign currency translation adjustments | 1,306 | 0 | 0 | 0 | 1,314 | 0 | (8) |
Net loss | (55,560) | 0 | 0 | 0 | 0 | (55,469) | (91) |
Total comprehensive loss | (54,254) | 0 | 0 | 0 | 0 | 0 | 0 |
Ending Balance at Dec. 31, 2017 | $ (5,954) | $ 0 | $ 29 | $ 264,204 | $ (2,345) | $ (268,022) | $ 180 |
Ending Balance, Shares at Dec. 31, 2017 | 0 | 28,825,019 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | |
Operating activities: | |||
Net loss | $ (55,560) | $ (39,756) | $ (13,707) |
Adjustments to reconcile net (loss) income to net cash used in operating activities: | |||
Depreciation and amortization | 3,759 | 2,920 | 796 |
Amortization of inventory fair market value adjustment | 418 | 4,175 | 0 |
Loss (gain) on disposal of property and equipment | 10 | 0 | (2) |
Stock-based compensation | 1,744 | 1,998 | 1,341 |
Amortization of deferred revenue | (32) | (45) | (130) |
Revaluation of warrants and derivative liabilities to estimated fair value | 29,622 | 250 | 0 |
Revaluation of contingent consideration to estimated fair value | 1,180 | (456) | (126) |
Amortization of debt discount and noncash interest expense | 3,452 | (101) | 247 |
Non-cash goodwill impairment | 1,958 | 13,021 | 0 |
Loss on conversion of debt to equity | 274 | 0 | 0 |
Changes in operating assets and liabilities: | |||
Accounts receivable | (109) | 1,047 | 320 |
Inventory | 1,025 | 492 | (80) |
Prepaid and other assets | (84) | 999 | (823) |
Accounts payable | 292 | (620) | 489 |
Accrued payroll liabilities | 1,065 | 977 | 682 |
Accrued royalties | (263) | 21 | 1 |
Accrued and other liabilities | (970) | (105) | 1,240 |
Change in deferred taxes | (2,088) | (1,340) | 0 |
Net cash used in operating activities | (14,307) | (16,523) | (9,752) |
Investing activities: | |||
Purchase of property and equipment | (186) | (549) | (1,199) |
Restricted cash on operating leases | (59) | 0 | 0 |
Net cash used in investing activities | (6,164) | (21,117) | (1,199) |
Financing activities: | |||
Proceeds from issuance of common stock, net of issuance costs | 18,328 | 7,926 | 0 |
Proceeds from debt, net of issuance costs | 24,002 | 0 | 15,625 |
Principal payments on debt and capital lease obligations | (14,359) | (3,944) | (11,466) |
Restricted cash collateral for debt | (9,375) | 0 | 0 |
Proceeds from private placement and subsequent financing, net of issuance costs | 0 | 20,622 | 0 |
Proceeds from exercise of warrants | 989 | 0 | 0 |
Proceeds from exercise of stock options | 262 | 19 | 46 |
Proceeds from issuances of common stock under equity incentive plans | 94 | 304 | 203 |
Change in bank overdraft obligation | 63 | 0 | 0 |
Net cash provided by financing activities | 20,004 | 24,927 | 4,408 |
Effect of exchange rate changes on cash and cash equivalents | 104 | 83 | 0 |
Net decrease in cash and cash equivalents | (363) | (12,630) | (6,543) |
Cash and cash equivalents at beginning of period | 17,258 | 29,888 | 36,431 |
Cash and cash equivalents at end of period | 16,895 | 17,258 | 29,888 |
Supplemental disclosures of cash information | |||
Cash paid for interest | 3,270 | 867 | 1,364 |
Supplemental disclosures of noncash investing and financing activities | |||
Shares issued in lieu of cash payment | 1,145 | 0 | 0 |
Deferred purchase consideration | 0 | 5,700 | 0 |
Accrued interest capitalized to debt principal | 984 | 0 | 0 |
Property and equipment purchased under capital leases | 0 | 0 | 25 |
Common stock issued for acquisition | 0 | 7,205 | 0 |
Debt assumed as part of acquisition | 0 | 13,421 | 0 |
Conversion of convertible private placement and subsequent financing preferred stock to common stock | 0 | 13,064 | 0 |
Common stock warrants issued upon debt financing | 0 | 0 | 90 |
Allenex [Member] | |||
Investing activities: | |||
Acquisition of business, net of cash acquired | (5,404) | (20,568) | 0 |
Conexio [Member] | |||
Investing activities: | |||
Acquisition of business, net of cash acquired | $ (515) | $ 0 | $ 0 |
Organization and Description of
Organization and Description of Business | 12 Months Ended |
Dec. 31, 2017 | |
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 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 and in October 2017 launched AlloSure, which is a donor-derived cell free DNA (“dd-cfDNA”) test initially used for kidney transplant patients. In pre-transplant diagnostics, the Company offers 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. 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; secure positive reimbursement decisions 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 sales 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. On October 9, 2017, the Company commercially launched AlloSure, its proprietary next-generation sequencing-based test to measure dd-cfDNA after transplantation. The Company believes the use of AlloSure, in conjunction with other clinical indicators, can help healthcare providers and their patients better manage long-term care following a kidney transplant. In particular, the Company believes AlloSure can improve patient care by helping healthcare providers to reduce the use of invasive biopsies and determine the appropriate dosage levels of immunosuppressants. With the acquisition of CareDx International AB, formerly Allenex AB, or Allenex, on April 14, 2016, the Company develops, manufacture, market and sell 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 Human Leukocyte Antigen, or HLA alleles based on sequence-specific primer, or SSP technology. With the acquisition of the business assets of Conexio Genomics Pty Ltd, or Conexio on January 20, 2017, the Company now offers a complete product range for sequence-based typing, or SBT, of HLA alleles. Olerup SBT is a test kit for sequence based HLA typing, while Assign SBT TM The Company’s headquarters are in Brisbane, California; its primary operations are in Brisbane, U.S. and Stockholm, Sweden; and it operates in two reportable segments. Liquidity and Going Concern The Company has incurred significant losses and negative cash flows from operations since its inception and had an accumulated deficit of $ 268.0 equivalents of $16.9 million, and $34.1 million In March 2017, the Company received net proceeds of $24.0 million in connection with the issuance of a debt (the “JGB Debt”) obligation to JGB Collateral LLC and certain of its affiliates or 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. In accordance with A quarterly debt covenant in the Company’s Term Loan Facility Agreement (the “Term Loan Facility”) with Danske Bank A/S (“Danske”) was violated on June 30, 2016 and September 30, 2016. The Company obtained waivers for these violations. The Company was in compliance with all debt covenants at December 31, 2016. Due to liquidity concerns, the Danske debt was classified as a current liability in the consolidated balance sheet as of December 31, 2016.The Company was not in compliance with certain covenants at March 31, 2017, June 30, 2017, and September 30, 2017. The Company obtained a waiver for these violations, which was conditional upon, among other things, the Company making a principal repayment of SEK 6,000,000 (approximately $0.7 million) by October 31, 2017. This amount was paid on October 31, 2017. The Company was not in compliance with certain covenants at December 31, 2017. In connection with the acquisition of Allenex, the Company entered into Conditional Share Purchase Agreements with each of Midroc Invest AB, FastPartner AB (“FastPartner”) and Xenella Holding AB, the former majority shareholders of Allenex (collectively, the “Former Majority Shareholders”), on December 16, 2015, as amended (the “Conditional Share Purchase Agreements”). Pursuant to the Conditional Share Purchase Agreements, as of June 30, 2017, the Company owed deferred purchase consideration to the Former Majority Shareholders of approximately $6.3 million, including accrued interest, which was due on July 1, 2017. On July 1, 2017, the Company entered into amendments to the Conditional Share Purchase Agreements with the On November 14, 2017, the Company further amended the Conditional Share Purchase Agreements and paid the total remaining Deferred Obligation of $4.7 million , plus accrued interest, immediately. Promissory notes issued by Allenex to FastPartner and Mohammed Al Amoudi in an aggregate amount of approximately $4.1 million, including accrued interest (the “Allenex Notes”), were due on July 1, 2017. On July 1, 2017, Allenex entered into new note agreements with each of FastPartner and pursuant to which the parties agreed to defer repayment of the amounts owed under the Allenex Notes until March 31, 2019. On March 1, 2018, the Company entered into a binding commitment letter with Perceptive Credit Holdings II, LP (“Perceptive”), pursuant to which Perceptive committed to provide the Company with a term loan of up to $35.0 million, subject to funding in two tranches. The Company is required to use the proceeds from the Perceptive term loan, in part, to repay the JGB Debt, the Allenex Notes and the Danske Bank Term Loan. The Company believes that its net proceeds from the proposed refinancing, as well as its existing cash balance and expected revenues, will be sufficient to meet its anticipated cash requirements for at least the next 12 months. The Company may require additional financing to fund working capital and pay its obligations as they come due. Additional financing might include one or more offerings and one or more of a combination of equity securities, debt arrangements or collaborations. 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include the accounts of the Company and its subsidiaries. Intercompany transactions have been eliminated. As of December 31, 2017, the Company owns less than 100% of the shares of Allenex, the Company records net loss attributable to noncontrolling interest in its consolidated statements of operations equal to the percentage of the economic or ownership interest retained in such entities by the respective noncontrolling parties. 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 (as described in Note 11); (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, 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 that 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 and AlloSure tests provided for patients located in the U.S. and billed to various third-party payers, and from sales of pre-transplant products to distributors, strategic partners and end customers in Europe, the 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, 2017, 2016 and 2015, approximately 27%, 44% and 50%, respectively, of testing revenue was billed to Medicare. No other payers represented more than 10% of testing revenue for these periods and no payers represented more than 10% of product revenue for the years ended December 31, 2017 and 2016. As of December 31, 2017 and 2016, approximately 16% and 27%, respectively, of accounts receivable was due from Medicare. No other payer represented more than 10% of accounts receivable at either December 31, 2017 or 2016. 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 the Company’s convertible debt financing agreements with JGB, the Company is required to maintain restricted cash of $9.4 million. These funds are restricted as to withdrawal and are not available to the Company to fund its operations or repay indebtedness The cash used to support these arrangements is classified as long-term restricted cash on the accompanying balance sheets. Inventory Inventory is finished goods, work in progress, and raw materials and consists of reagent plates, testing devices, laboratory supplies, reagents and finished goods kits. Inventories are used in connection with tests performed, and kits produced 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 at the Company’s Stockholm, Sweden, and Fremantle, Australia locations are stated at the lower of purchased cost, determined on an average cost basis, or net realizable value. Inventories at the Company’s other locations are stated at the lower of actual purchased cost, determined on a first-in, first-out basis, or net realizable value. 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. The estimated useful life is generally three years for laboratory, computer and office equipment, and 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 that 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. If an impairment exists, the Company measures the impairment 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 post-transplant diagnostic tests and the development and commercialization of pre-transplant 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 in that reporting unit. The Company tested its goodwill for impairment as of December 1, 2016, and determined that the fair value of the Pre-Transplant reporting unit was lower than its carrying value, resulting in a goodwill impairment charge of $13.0 million for the period ended December 31, 2016. The Company conducted a goodwill impairment test as of March 31, 2017 and identified an impairment of $2.0 million related to the goodwill recorded in its pre-transplant reportable segment. In connection with our annual goodwill assessment on December 1, 2017, we performed a qualitative assessment and determined that it is not likely that the fair value of the Post-Transplant reporting unit is less than the carrying value and therefore a quantitative test to assess potential goodwill was not necessary. 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 the price 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 financial instruments of the Company, 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. Common Stock Warrant Liability and Derivative Liabilities 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 freestanding warrants 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. On March 15, 2017, the Company entered into a Securities Purchase Agreement with JGB, pursuant to which the Company issued Senior Secured Debentures (the “JGB Debt”) and warrants (the “JGB Warrants”) (as described in Note 11). The Company determined that the debentures and the warrants were free standing instruments. The terms of the warrants include price-based anti-dilution adjustment provisions, which preclude the Company from classifying the warrants in equity. As such, the warrants are classified as liabilities on the consolidated balance sheet. The full fair value of the warrants was allocated on day one to the common stock warrant liability and the residual value, after allocation of the fair value of the derivative liability discussed below, was ascribed to the debentures. The debentures are classified as liabilities on the consolidated balance sheet and include certain embedded derivatives that required bifurcation, including settlement and penalty provisions. The warrants and embedded derivative are remeasured at each reporting period with changes recorded in change in estimated fair value of common stock warrant and derivative liabilities on the consolidated statements of operations. Testing Revenue The Company recognizes revenues for tests delivered when the following criteria are met: (i) there is persuasive evidence that an arrangement exists; (ii) delivery has occurred or services rendered; (iii) the fee is fixed or determinable; and (iv) collectability of the fee 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 and AlloSure 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 on an accrual basis in the period the test is performed. When the first, third or fourth criteria are not met but third-party payers make a payment to the Company for the tests performed, the Company recognizes revenue on a 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. These adjustments 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 (i) persuasive evidence of an arrangement exists, (ii) the product is complete and tested and has been shipped or delivered, as required to transfer title and risk of loss, (iii) the sales price is fixed and determinable, (iv) collection of the resulting receivable is reasonably assured, (v) there are no material contingencies and (vi) the Company does not have significant obligations for future performance. When collectability of the receivable 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. The Company believes this approach 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, 2017, 2016 or 2015. Cost of Testing Cost of testing reflects the aggregate costs incurred in delivering the Company’s AlloMap and AlloSure 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 the 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-downs 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 FASB ASC, 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 existing solutions. 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 are 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 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, Australian dollar 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 translation gains and losses on revenue and expenses are recognized in current operations. Comprehensive Loss Comprehensive loss consists of net loss and other losses affecting stockholders’ (deficit) equity that, under U.S. GAAP, are excluded from net income or loss. For the Company, such items consist of foreign currency losses on the translation of foreign assets and liabilities. Recent Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), In March 2016, the FASB issued ASU No. 2016-09, Compensation - Stock Compensation (Topic 718) Improvements to Employee Share-Based Payment Accounting (“ASU 2016-09”) 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) , Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers The guidance may be applied (i) retrospectively to each prior period presented or (ii) retrospectively with the cumulative effect recognized as of the date of adoption. The Company has selected the modified retrospective approach with the cumulative effect recorded in the period of initial application for the adoption of this standard. We have substantially completed an evaluation of the impact of adopting this guidance will have on our consolidated financial statements and disclosures. The Company anticipates that it will record a cumulative adjustment to retained earnings and accounts receivable of approximately $2.0 million to $3.0 million, as of January 1, 2018 to reflect the adoption of ASC Topic 606. The adjustment is primarily related to the change in revenue recognition for cash basis tests which will be recognized when the results have been delivered as opposed to in the period in which cash is received. The adoption of ASU 2014-09 will also result in additional disclosures. 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 adopted ASU 2017-01 on a prospective basis and the adoption of ASU 2017-01 did not have a material impact on our consolidated financial statements. Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment . ASU 2017-04 is effective for all interim and annual reporting periods beginning after December 15, 2019. The Company adopted ASU No. 2017-04 on January 1, 2017 on a prospective basis. In February 2017, the FASB issued ASU No. 2017-05, Other Income —Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20) Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets . In May 2017, the FASB issued ASU No. 2017-09, Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
Net Loss Income Per Share | 3. NET LOSS PER SHARE Basic and diluted net loss per share have been computed by dividing the net loss by the weighted-average number of common shares outstanding during the period, without consideration for common share equivalents as their effect would have been antidilutive. For the years ended December 31, 2017, 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. The following tables set forth the computation of the Company’s basic and diluted net loss per share (in thousands, except shares and per share data): Year Ended December 31, 2017 2016 2015 Numerator: Net loss attributable to CareDx, Inc. used to compute basic net loss per share $ (55,469 ) $ (39,469 ) $ (13,707 ) Net loss attributable to CareDx, Inc. used to compute diluted net loss per share $ (55,469 ) $ (39,469 ) $ (13,707 ) Denominator: Weighted-average shares used to compute basic net loss per share attributable to CareDx, Inc. 23,332,503 16,496,911 11,860,885 Weighted-average shares used to compute diluted net loss per share attributable to CareDx, Inc. 23,332,503 16,496,911 11,860,885 Net loss per share attributable to CareDx, Inc.: Basic $ (2.38 ) $ (2.39 ) $ (1.16 ) Diluted $ (2.38 ) $ (2.39 ) $ (1.16 ) The following potentially dilutive securities have been excluded from diluted net loss per share, because their effect would be antidilutive: Year Ended December 31, 2017 2016 2015 Shares of common stock subject to outstanding options 1,941,472 1,757,309 1,577,317 Shares of common stock subject to outstanding common stock warrants 3,678,957 3,259,926 301,069 Shares of common stock subject to convertible notes 6,127,021 — — Shares of common stock subject to contingent consideration 227,845 227,845 227,845 Restricted stock units 436,176 306,245 106,200 Total common stock equivalents 12,411,471 5,551,325 2,212,431 The Company issued 4,630,145 shares of preferred stock pursuant to the Private Placement and Subsequent Financing (as described in Note 11), 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 approval of the Private Placement by the Company’s stockholders (the “Requisite Stockholder Approval”) on June 16, 2016. As of December 31, 2017, there was no preferred stock outstanding. On September 26, 2016, the Company completed the Public Offering (the “2016 Public Offering”), pursuant to which the Company issued and sold an aggregate of 2,250,000 shares of common stock. On October 4, 2017, the Company completed an underwritten public offering (the “2017 Public Offering”), pursuant to which the Company issued and sold an aggregate of 4,992,840 shares. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2017 | |
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 that include quoted prices in active markets for identical assets and liabilities. • Level 2: Inputs other than Level 1 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, 2017 and 2016 (in thousands): December 31, 2017 Fair Value Measured Using (Level 1) (Level 2) (Level 3) Total Balance Assets Money market funds $ 13,097 $ — $ — $ 13,097 Liabilities Contingent consideration $ — $ — $ 1,672 $ 1,672 Common stock warrant liability — — 18,712 $ 18,712 Derivative Liability — — 14,600 14,600 Total liabilities $ — $ — $ 34,984 $ 34,984 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 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 Common Stock Warrant Liability Derivative Liability Total 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 Issuance of JGB Debt and warrants — 900 2,290 3,190 Exercise of warrants — (4,306 ) — (4,306 ) Conversion of JGB Debt — — (402 ) (402 ) Change in estimated fair value 1,180 16,910 12,712 30,802 Balance as of December 31, 2017 $ 1,672 $ 18,712 $ 14,600 $ 34,984 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, 2017 and 2016, money market funds were included on the balance sheets in cash and cash equivalents. • Contingent consideration —As of December 31, 2017, 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 ImmuMetrix, Inc. (“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 “IMX Milestone”). 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, 2017 and 2016 of the probability of success. The significant input in the Level 3 measurement not supported by market activity is the Company’s probability assessment of the IMX 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 IMX 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. The fair value of the contingent consideration increased by $1.2 million in the twelve month period ended December 31, 2017, as a result of the increase in the Company’s common stock price during the period, and management’s estimate of the probability of meeting the IMX Milestone increasing to 100% at December 31, 2017 from 80% at December 31, 2016. • Common stock —As of December 31, 2017, the Company had warrants to purchase 2,076,007 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 (as described in Note 11). In addition, as of December 31, 2017, the Company had warrants to purchase 1,338,326 shares of common stock outstanding that it issued to JGB related to the convertible debt agreement on March 15, 2017 (as described in Note 10). 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, 2017, and the change in estimated fair value of common stock warrant liability was recorded on the Company’s consolidated statements of operations. • Derivative liability — The JGB Debt (as described in Note 10) includes certain embedded derivatives that require bifurcation, including settlement and penalty provisions. The Company utilizes the Monte Carlo simulation model to estimate the fair value of the embedded derivative liability for the measurement at issuance and subsequent remeasurement at December 31, 2017. The Monte Carlo simulation model uses multiple input assumptions to simulate the likelihood that market conditions will be achieved through 100,000 random trials. These assumptions include the expected term of the embedded derivative, the volatility of the Company’s stock prices and its peers’ stock prices over such expected term, likelihood, timing, and amount of future equity financing rounds, the likelihood of any prepayment or default events, the likelihood of monthly redemptions by the JGB debt holders, and the likelihood and ability of JGB to convert the debt into equity. In each iteration of the simulations these assumptions were used to simulate the Company’s stock price drawing from a risk neutral distribution, the occurrence of a conversion event, the occurrence of a prepayment event, the occurrence of a default event, and any resulting payoff from such event. The average present value over all iterations of the simulation was then calculated. The assumptions used in this simulation model are reviewed on a quarterly basis and adjusted, as needed. • Common Stock Warrant and Derivative Liabilities Assumptions: December 31, 2017 December 31, 2016 Private Placement Warrant Common Stock Warrants Stock Price $ 7.34 $ 2.70 Exercise Price $ 1.12 $ 4.00 Remaining term (in years) 5.29 6.29 Volatility 66.00 % 51.40 % Risk-free interest rate 2.21 % 2.14 % Subsequent Financing Common Stock Warrant Liability Stock Price $ 7.34 $ 2.70 Exercise Price $ 4.00 $ 4.00 Remaining term (in years) 5.46 6.29 Volatility 65.00 % 51.40 % Risk-free interest rate 2.21 % 2.14 % Placement Agent Common Stock Warrant Liability Stock Price $ 7.34 $ 2.70 Exercise Price $ 1.12 $ 3.99 Remaining term (in years) 3.29 4.29 Volatility 82.00 % 56.10 % Risk-free interest rate 1.99 % 1.77 % December 31, 2017 March 15, 2017 JGB Common Stock Warrant Liability Stock Price $ 7.34 $ 2.15 Exercise Price $ 4.67 $ 5.00 Remaining term (in years) 4.71 5.50 Volatility 30.00 % 54.00 % Risk-free interest rate 1.89 % 2.06 % Derivative Liability Stock Price $ 7.34 $ 2.15 Remaining term (in years) 2.16 2.96 Volatility 69.00 % 54.00 % Risk-free interest rate 2.14 % 1.72 % 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, 2017. |
Business Combinations
Business Combinations | 12 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
Business Combinations | 5. BUSINESS COMBINATIONS 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, markets 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, the aggregate purchase consideration paid by the Company was approximately $34.1 million as a result of the tender offer. The aggregate purchase consideration consisted of (i) $26.9 million of cash, of which $6.3 million (which represents SEK 50,620,000 as of the acquisition date), and which was recorded at its fair value of $5.7 million, was deferred purchase consideration originally payable to the Former 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 cash portion of the acquisition purchase price was paid from the Company’s general working capital. Of the total cash consideration, $8.0 million of cash payable to the Former Majority Shareholders was deposited into an escrow account by the Company and subsequently invested in the Company by the Former Majority Shareholders through a purchase of the Company’s equity securities in the Subsequent Financing (as described in Note 11). Upon the completion of the Subsequent Financing, certain contingencies in the Conditional Share Purchase Agreements were 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 OMX Stockholm AB (“Nasdaq Stockholm”). The date by which the deferred purchase consideration was due to the Former Majority Shareholders was subsequently extended to July 1, 2017. In addition, interest began accruing on the Company’s obligations to the Former Majority Shareholders at a rate of 10.0% per year commencing on January 1, 2017. On July 1, 2017, the Deferred Obligation, including accrued interest, totaled $6.3 million. On July 1, 2017, the Conditional Share Purchase Agreements were amended The Company has accounted for the Allenex 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. 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. On March 15, 2018 the Company purchased the remaining minority interest, therefore eliminating noncontrolling interest from the consolidated balance sheets. The total consideration paid for the remaining minority interest was $0.7 million and was based on the redemption price of the shares, as well as Noncontrolling interest as of December 31, 2017 was as follows (in thousands): Total Noncontrolling interest at January 1, 2017 $ 279 Foreign currency effect (8 ) Loss attributable to noncontrolling interest (91 ) Noncontrolling interest at December 31, 2017 $ 180 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 $ 29,680 $ 27,881 Product revenue 15,101 15,957 Other revenue 407 578 Total revenue $ 45,188 $ 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 $2.1 million of expenses related to a potential financing that did not eventuate. The total revenue of Allenex for the period from April 14, 2016 through December 31, 2016 was $10.7 million and the net loss for this period was $17.9 million, of which $13.0 million was a goodwill impairment charge. Acquisition of Assets of Conexio Genomics Pty. Ltd On January 20, 2017, the Company acquired Conexio’s business assets that the Company required in order to continue selling the SBT product line. The Company was the exclusive distributor of the Conexio SBT TM The following table summarizes the fair values of the assets acquired and liabilities assumed as of the acquisition date (in thousands): Total Inventory $ 1,040 Property, plant and equipment 97 Intangible assets 155 Goodwill 85 Assumed liabilities (82 ) Total acquisition consideration $ 1,295 The following table presents details of the identified intangible assets acquired at the acquisition date (in thousands): Estimated Fair Value Estimated Useful Life (Years) Completed technology $ 127 9 Customer relationships 28 9 Total $ 155 Goodwill recorded from the acquisition of the Conexio business assets is primarily related to expected synergies. The goodwill resulting from the acquisition is not deductible for tax purposes. The post-acquisition results of operations of the Conexio business assets for the period from January 20, 2017 through December 31, 2017 are included in the Company’s consolidated statements of operations. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 (in thousands): Post-Transplant Pre-Transplant Total Balance as of December 31, 2016 $ 12,005 $ 1,834 $ 13,839 Goodwill acquired — 85 85 Goodwill impairment — (1,958 ) (1,958 ) Foreign currency translation adjustments — 39 39 Balance as of December 31, 2017 $ 12,005 $ — 12,005 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: Post-Transplant (associated with the delivery of diagnostic tests) and Pre-Transplant (the development and commercialization of diagnostic products). The Company tested its goodwill for impairments as of December 1, 2016 and estimated the fair value of the Pre-Transplant reporting unit was $1.7 million, which was lower than its carrying value. Based on our analysis, the implied fair value of the goodwill was lower than the carrying value of the Pre-Transplant reporting unit, resulting in a goodwill impairment charge of $13.0 million for the period ended December 31, 2016. The significant assumptions utilized in the 2016 discounted cash flow analysis for the Pre-Transplant reporting unit was a discount rate of 16.8%, a terminal growth rate of 3.2%, and a capitalization multiple of 7.37. On January 1, 2017, the Company adopted ASU 2017-04, which eliminated the Step 2 requirement of the goodwill impairment test. Instead, the goodwill impairment test is performed by comparing the fair value of a reporting unit with its carrying amount. The new standard simplifies how an entity is required to test goodwill for impairment and reduces the cost and complexity of evaluating goodwill for impairment. The Company determined that the decrease in its market capitalization constituted an indicator of impairment and therefore a goodwill impairment test was completed as of March 31, 2017. The goodwill impairment test determined that the fair value of the Pre-Transplant reporting unit was $3.5 million, which was lower than its carrying value. Accordingly, the Company recorded a goodwill impairment charge of $2.0 million as of March 31, 2017, which represented the remaining goodwill balance in the Pre-Transplant reporting unit. The significant assumptions utilized in the March 31, 2017 discounted cash flow analysis for the Pre-Transplant reporting unit were a discount rate of 16.6%, a terminal growth rate of 3.2% and a capitalization multiple of 7.48. The Company completed its annual test for goodwill impairment as of December 1, 2017. The Company determined that the fair value of the reporting units exceeded the respective carrying values. Therefore, no additional impairment charge occurred. Intangible Assets The following tables present details of the Company’s intangible assets as of December 31, 2017 (in thousands): December 31, 2017 Acquisition Cost Accumulated Amortization Foreign Currency Translation Net Carrying Amount Weighted Average Remaining Useful Life (In Years) Intangible assets with finite lives: Customer relationships: Olerup $ 12,650 $ (1,394 ) $ (250 ) $ 11,006 13.0 Customer relationships: Conexio 28 $ (3 ) $ 1 $ 26 8.1 Developed technology: SSP 11,650 (1,942 ) (258 ) 9,450 8.0 Acquired technology: QTYPE 4,510 (376 ) (84 ) 4,050 13.0 Acquired technology: SBT 127 (14 ) 5 118 8.1 Acquired technology―dd-cfDNA (a) 6,650 (127 ) — 6,523 12.9 Trademarks 2,260 (310 ) 16 1,966 13.0 Total intangible assets with finite lives $ 37,875 $ (4,166 ) $ (570 ) $ 33,139 (a) The dd-cfDNA balance was initially classified as acquired in-process technology upon the acquisition of IMX in 2014, but was reclassified as an intangible asset with a finite life on September 30, 2017 based on confirmation of the Medicare reimbursement rate for AlloSure, the Company’s dd-cfDNA solution, which was commercially launched on October 9, 2017. 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 $2.6 million for the year ended December 31, 2017, of which $1.5 million, $1.0 million, and $0.1 million were amortized to cost of product, sales and marketing and cost of testing, respectively. Amortization expense was $1.7 million for the year ended December 31, 2016, of which $1.0 million and $0.7 million were 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. The acquired in process technology of $6.7 million achieved technological feasibility in the fourth quarter of 2017, with the launch of AlloSure. The following table summarizes the Company’s estimated future amortization expense of intangible assets with finite lives as of December 31, 2017 (in thousands): Years Ending December 31, Cost of Product Sales and Marketing Total 2018 $ 2,016 $ 1,001 $ 3,017 2019 2,016 1,001 3,017 2020 2,016 1,001 3,017 2021 2,016 1,001 3,017 2022 2,016 1,001 3,017 Thereafter 10,062 7,992 18,054 Total future amortization expense $ 20,142 $ 12,997 $ 33,139 |
Balance Sheet Components
Balance Sheet Components | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 2016 Finished goods $ 2,569 $ 4,199 Work in progress 1,471 159 Raw materials 1,489 1,103 Total inventory $ 5,529 $ 5,461 Property and Equipment, Net Property and equipment consisted of the following (in thousands): December 31, 2017 2016 Laboratory equipment $ 5,188 $ 5,065 Leasehold improvements 5,194 5,111 Furniture and fixtures 825 825 Computer and office equipment 4,734 4,661 Machinery and equipment 1,618 1,424 $ 17,559 $ 17,086 Less: Accumulated depreciation and amortization (15,484 ) (14,155 ) Property and equipment, net $ 2,075 $ 2,931 Depreciation expense was $1.2 million, $1.2 million and $0.8 million for the years ended December 31, 2017, 2016 and 2015, respectively. Assets purchased under capital leases, included above in laboratory equipment, computer and office equipment, were $1.4 million and $2.5 million at December 31, 2017 and 2016, respectively. Accumulated amortization was $1.3 million and $2.3 million at December 31, 2017 and 2016, respectively. Related amortization expense, included in depreciation and amortization expense, was $135,000, $204,000 and $79,000 for the years ended December 31, 2017, 2016 and 2015, respectively. Accrued and Other Liabilities Accrued and other liabilities consisted of the following (in thousands): December 31, 2017 2016 Clinical studies $ 1,115 $ 1,375 Professional fees 475 620 Test sample processing fees 633 524 Deferred rent – current portion 419 374 Uninvoiced receipts 253 — Accrued overpayments and refunds 270 281 Software implementation costs 94 176 Accrued interest payable 81 862 Capital leases – current portion 13 68 Debt financing fees — 600 Other accrued expenses 382 440 Total accrued and other liabilities $ 3,735 $ 5,320 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2017 | |
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, Fremantle, Australia and Stockholm, Sweden. 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. The lease for the Company’s facility in Vienna, Austria is on a month-to-month basis. Rent expense under the non-cancelable operating leases were $1.7 million, $1.5 million and $1.0 million in 2017, 2016 and 2015, respectively. Future minimum lease commitments under these operating and capital leases at December 31, 2017, are as follows (in thousands): Years ending December 31, Capital Leases Operating leases 2018 $ 25 $ 2,209 2019 5 2,149 2020 — 2,104 2021 — 10 2022 and thereafter — 8 Total minimum lease payments $ 30 $ 6,480 Less: amounts representing interest (3 ) Present value of minimum lease payments 27 Less: current portion of obligations under capital leases (13 ) Long-term portion of obligations under capital leases $ 14 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 Roche Molecular Systems, Inc. (“Roche”) In November 2004, the Company entered into a license agreement with 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. For the years ended December 31, 2017, 2016 and 2015, royalty expenses in connection with the Roche agreement were $0.9 million, $1.1 million and $1.0 million, respectively and are recorded as a component of cost of testing in the statement of operations. Effective September 30, 2017, no future royalties are payable by the Company under the Roche license agreement. The Board of Trustees of the Leland Stanford Junior University (“Stanford”) In June 2014, the Company entered into a license agreement with Stanford, or the Stanford License, which granted the Company an exclusive license to a patent relating to the diagnosis of rejection in organ transplant recipients using dd-cfDNA. Under the terms of the Stanford License, the Company is required to pay an annual license maintenance fee, six milestone payment amounts and royalties in the low single digits of net sales of products incorporating the licensed technology. The license maintenance fee may be offset against earned royalty payments due on net sales in that year. In 2017, the Company paid Stanford $0.1 million in aggregate for license maintenance fees and for the completion of the Company’s first commercial sale. Commercial sales of AlloSure, which incorporates the licensed technology from Stanford, began in October 2017. Conexio On January 20, 2017, the Company acquired the business assets of Conexio as the Company expects to expand its sales of 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 makes 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. As of December 31, 2017, the Company has paid $0.4 million and the remaining balance is expected to be paid in 2018. 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 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, in 2017, the Company paid Oberland $0.6 million and each party agreed to release claims asserted in the Complaint and the Answer. The Company reported an accrual of $0.6 million as of December 31, 2016. 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. |
Collaboration and Licensing Agr
Collaboration and Licensing Agreements | 12 Months Ended |
Dec. 31, 2017 | |
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. The Company sold the shares of common stock 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. In June 2014, commercial sales began in the EEA. Total revenue recognized from this arrangement for the years ended December 31, 2017, 2016 and 2015 was $39,000, $2,000 and $46,000, 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 $0.5 million, $0.2 million and $0.2 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2017 | |
Transfers And Servicing [Abstract] | |
Debt | 10. DEBT Debt consisted of the following (in thousands): December 31, 2017 2016 JGB Debt $ 7,743 $ — East West Bank Loan — 12,614 Danske Bank Term Loan & Credit Facility 6,763 7,376 FastPartner Subordinated Promissory Notes — 1,692 Al Amoudi Subordinated Promissory Notes — 1,164 SSP Primers Loan 1,215 — Current portion of long-term debt $ 15,721 $ 22,846 JGB Debt $ 14,168 $ — FastPartner Subordinated Promissory Notes 2,400 — Al Amoudi Subordinated Promissory Notes 1,770 — SSP Primers Loan — 1,098 Long-term debt, net of current portion $ 18,338 $ 1,098 Total interest accrued on debt as of December 31, 2017 and December 31, 2016 was $0.3 million and $0.9 million, respectively. The current and long-term accrued interest balances at December 31, 2017 were $0.1 million and $0.2 million, respectively, and were recorded in accrued and other liabilities and in other liabilities, respectively, in the consolidated balance sheets. The December 31, 2016 accrued interest balance was recorded in accrued and other liabilities in the consolidated balance sheets. As of December 31, 2017, future debt maturities were as follows (in thousands): Years Ending December 31, Amount 2018 $ 17,353 2019 15,420 2020 5,905 Total debt maturities 38,678 Less: debt discount and issuance costs (4,619 ) Total debt maturities, net of debt discount and issuance costs 34,059 Less: current portion, of long-term debt (15,721 ) Long-term debt, net of current portion $ 18,338 JGB Debt On March 15, 2017, the Company entered into a Securities Purchase Agreement with JGB pursuant to which the Company issued Senior Secured Debentures with an aggregate principal amount of $27.8 million (the “JGB Debt”) and the JGB Warrants for net proceeds of $24.0 million (the “Financing”). 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 were originally convertible into an aggregate of approximately 6,092,105 shares of the Company’s common stock at a price of $4.56 per share (the “Conversion Price”), which is subject to adjustment for accrued and unpaid interest and upon the occurrence of certain transactions, 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. After either a change of control transaction, as defined in the Debentures, or February 28, 2018, subject to the satisfaction of certain conditions, the Company may redeem all of the then outstanding principal amount of the Debentures for cash by paying the outstanding principal balance, accrued and unpaid interest, and a payment premium. The payment premium will be calculated by multiplying the outstanding balance and the following percentage: (i) 15% if the Debentures are prepaid on or prior to March 1, 2018, (ii) 8% if the Debentures are prepaid after March 1, 2018 but prior to March 1, 2019, and (iii) 5% if the Debentures are prepaid on or after March 1, 2019. 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), 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 its 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. 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 SEC 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 JGB Warrants. The Debentures include certain embedded derivatives that require bifurcation, including settlement and penalty provisions. The embedded derivative will be re-measured at each reporting period and the change in fair value will be recognized in the consolidated statements of operations. See also Note 4, “Fair Value Measurements”. The following table summarizes the Company’s carrying value of the JGB Debt (in thousands) on the March 15, 2017 issuance date: March 15, 2017 Debt Principal $ 27,780 Less: Issuance cost (998 ) Original issue discount (2,780 ) Original warrant valuation (900 ) Embedded Derivative Liability (2,290 ) Total debt discount (6,968 ) Carrying Value $ 20,812 As a result of the issuance of 1,022,544 shares of the Company’s common stock issued at a price per share equal to $1.12 pursuant to the amendments to the Conditional Share Purchase Agreements, the conversion price of the Debentures decreased from $4.56 per share to $4.40 per share, effective July 3, 2017, as described in Note 13. As a result of the 2017 Public Offering in accordance with the anti-dilution provisions in the JGB Warrants and the Debentures, effective October 5, 2017, the conversion price of the Debentures decreased from $4.40 per share to $4.34 per share. On October 5, 2017, JGB elected to convert $1.25 million of outstanding principal under the Debentures into shares of common stock. Accordingly, the Company issued 288,022 shares of common stock to JGB at a price per share of $4.34. As a result of the sale of the 651,240 shares of common stock pursuant to the Underwriters’ full exercise of their option to purchase additional shares in accordance with the anti-dilution provisions in the JGB Warrants and the Debentures, effective October 10, 2017, the conversion price of the Debentures was decreased from $4.34 per share to $4.33 per share. Refer to Note 18 for details regarding the Company’s requirement to repay the JGB Debt using the proceeds from the Perceptive Term Loan. East West Bank Loan 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 balance at December 31, 2017 and December 31, 2016 was zero and $12.6 million, respectively. In March 2017, the Company repaid the amounts outstanding under the loan agreement of $11.2 million. The loan had no prepayment penalty. Commitment fees were included in debt issuance costs, which were netted against the debt outstanding and are amortized to interest expense using the effective interest method over the term of the loan. Debt extinguishment charges of $0.2 million were recorded in other expense on the Company’s condensed consolidated statements of operations in the nine months ended September 30, 2017 upon the repayment of outstanding amounts in March 2017. Danske Bank Term Loan and 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 50,000,000, or approximately $6.1 million in U.S. dollars, was outstanding as of December 31, 2017, and this will be paid through a final quarterly payment of SEK 3,000,000, or $0.4 million in U.S. dollars in March 2018. The remaining balance of SEK 47,000,000, or approximately $5.7 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 $1.2 million in U.S. dollars). As of December 31, 2017, the total outstanding balance due to Danske under the short term credit facility was approximately SEK 5,676,000 (approximately $0.7 million in U.S. dollars), and pursuant to a quarterly roll-over provision is due on March 31, 2018. A quarterly debt covenant in the Term Loan Facility was violated on June 30, 2016 and September 30, 2016. The Company obtained waivers for these violations. The Company was in compliance with all debt covenants at The Company was not in compliance with certain covenants at March 31, 2017, June 30, 2017, and September 30, 2017. The Company obtained a waiver for these violations. The waiver was conditional upon, among other things, the Company making a principal repayment of SEK 6,000,000 (approximately $0.7 million) by October 31, 2017. This amount was paid on October 31, 2017. The Company was not in compliance at December 31, 2017 with any of the debt covenants. Refer to Note 18 for details regarding the Company’s requirement to repay the Danske Term Loan and Credit Facility using the proceeds from the Perceptive Term Loan. 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 had an interest rate of 10.00%. On December 29, 2015, Allenex issued a SEK 2,000,000 (approximately $0.2 million in U.S. dollars) subordinated promissory note to FastPartner which has an annual interest rate of 10%. On March 7, 2016, Allenex issued a SEK 4,000,000 (approximately $0.4 million in U.S. dollars) subordinated promissory note to FastPartner, which has an annual interest rate of 10%. Pursuant to an 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 are 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 was due July 1, 2017. On July 1, 2017, the Company entered into a note agreement with FastPartner (the “FastPartner Note Agreement”) pursuant to which, among other things, the Company and FastPartner agreed that all amounts owed under the above subordinated promissory notes would be governed by the FastPartner Note Agreement and to defer repayment of the principal outstanding amount of SEK 15,400,000 (approximately $1.9 million) plus accrued interest of $0.5 million until March 31, 2019. I nterest began accruing on such amount at a rate of 10% per annum, and in the event the Company makes any cash amortization repayments to JGB of the JGB Debt, or any replacement debt, the Company will repay in cash a portion of the amount outstanding under the FastPartner Note Agreement equal to 8% of any such cash amortization repayment. Refer to Note 18 for details regarding the Company’s requirement to repay the FastPartner Note Agreement using the proceeds from the Perceptive Term Loan. 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%. Pursuant to an 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. Allenex’s obligations under the promissory note are secured by a pledge of Allenex shares to Mohammed Al Amoudi. The full amount of the subordinated promissory note was outstanding as of December 31, 2016 and was due July 1, 2017. On July 1, 2017, the Company entered into a note agreement with Mohammed Al Amoudi (the “Al Amoudi Note Agreement”) pursuant to which, among other things, Allenex and Mohammed Al Amoudi agreed to defer repayment of the principal outstanding amount of SEK 10,600,000 (approximately $1.3 million) plus accrued interest of $0.5 million until March 31, 2019. nterest began accruing on such amount at a rate of 10% per annum, and in the event the Company makes any cash amortization repayments to JGB of the JGB Debt, or any replacement debt, Allenex will repay in cash a portion of the amount outstanding under the Al Amoudi Note Agreement equal to 6% of any such cash amortization repayment. Refer to Note 18 for details regarding the Company’s requirement to repay the Al Amoudi Note Agreement using the proceeds from the Perceptive Term Loan. SSP Primers Loan 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. The loan amount outstanding as of December 31, 2017 was SEK 10,000,000 (approximately $1.2 million in U.S. dollars) had an annual interest rate of 3% and was due on February 26, 2018. The outstanding principal of SEK 10,000,000 (approximately $1.2 million in U.S. dollars) plus accrued interest of SEK 650,000, or $0.1 million was paid on February 26, 2018. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2017 | |
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 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 Former 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 Former 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. 2016 Public Offering On September 26, 2016, the Company completed a public offering (“the 2016 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. 2017 Public Offering On October 4, 2017, the Company entered into the Underwriting Agreement with the Underwriters, relating to the 2017 Public Offering of 4,341,600 shares of its common stock at a public offering price of $4.00 per share. Under the terms of the Underwriting Agreement, the Company also granted to the Underwriters an option, exercisable in whole or in part at any time for a period of 30 days from the date of the closing of the Offering, to purchase up to an additional 651,240 shares of common stock. On October 10, 2017, pursuant to the Underwriting Agreement, the Company sold an aggregate of 4,992,840 shares of its common stock, including 651,240 shares sold pursuant to the Underwriters’ full exercise of their option to purchase additional shares to cover over-allotments, at a public offering price of $4.00 per share. Net proceeds from the 2017 Public Offering were $18.3 million, after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company. JGB Debt On October 5, 2017, JGB elected to convert $1.25 million of outstanding principal under the Debentures into shares of common stock. Accordingly, the Company issued 288,022 shares of common stock to the respective entities at a price per share of $4.34. |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2017 | |
Warrants [Abstract] | |
Warrants | 12. WARRANTS Private Placement, Placement Agent and Subsequent Financing 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, 2017. 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 Former 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 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, 2017 and December 31, 2016, the total estimated fair value of the warrant liability was $12.2 million and $5.2 million, respectively, and the corresponding remeasurement charge of $11.3 million for the year ended December 31, 2017, was recorded in change in estimated fair value of common stock warrant and derivative liabilities on the Company’s consolidated statement of operations. In connection with the 2016 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 2016 Public Offering. In connection with the issuance of 1,022,544 shares of the Company’s common stock at $1.12 in connection with the amendments to the Conditional Share Purchase Agreement, the exercise prices of the warrants issued in the Private Placement and Placement Agent Warrants were adjusted from $4.00 and $3.99 per share, respectively, to $1.12 per share. JGB Warrants In connection with the issuance of the JGB Debt (as described in Note 11), the Company issued the 1,250,000 warrants (the “JGB Warrants”). The exercise price of the JGB Warrants was $5.00 per share, and the JGB Warrants are exercisable from September 16, 2017 through September 15, 2022. The initial estimated fair value of the common stock warrant liability was $0.9 million. As of December 31, 2017, the estimated fair value of the common stock warrant liability was $6.6 million. The corresponding remeasurement expense for the three and twelve month periods ended December 31, 2017 was $4.0 million and $5.7 million, respectively, and was recorded in change in estimated fair value of common stock warrant and derivative liabilities on the Company’s consolidated statements of operations. The Company determined that the warrants and the debentures were free standing instruments for accounting purposes. The terms of the warrants include a price-based anti-dilution adjustment provision, which precludes the Company from classifying the warrants in equity. As such, the warrants are classified as a liability and allocated their full fair value on day one and the residual value, after allocation of the fair value of the derivative is ascribed to the Debentures. In addition, the warrants will be re-measured at each reporting period and change in fair value will be recognized in the consolidated statements of operations. Pursuant to an agreement with the Former Majority Shareholders, the aggregate number of shares of common stock issuable upon exercise of the JGB Warrants increased from 1,250,000 shares to 1,296,679 shares and the exercise price of the JGB Warrants decreased from $5.00 to $4.82 per share, effective July 3, 2017. As a result of the 2017 Public Offering, effective October 5, 2017, the aggregate number of shares of common stock issuable upon exercise of the JGB Warrants increased from 1,296,679 shares to 1,332,620 shares and the exercise price of the JGB Warrants decreased from $4.82 to $4.69 per share. As a result of the sale of the 651,240 shares of common stock pursuant to the Underwriters’ full exercise of their option to purchase additional shares to cover over-allotments in the 2017 Public Offering, effective October 10, 2017, the aggregate number of shares of common stock issuable upon exercise of the JGB Warrants increased from 1,332,620 shares to 1,338,326 shares and the exercise price of the JGB Warrants decreased from $4.69 to $4.67 per share. Warrant Valuation The Company utilizes a Monte Carlo simulation model to estimate the fair value of its warrants. 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 of December 31, 2017, 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 August 2012 7 years $ 21.78 167,182 January 2015 5 years $ 6.96 34,483 April 2016 (a) 7 years $ 1.12 904,800 April 2016 (b) 5 years $ 1.12 168,700 June 2016 (c) 7 years $ 4.00 1,002,507 March 2017 (d) 5 years $ 4.67 1,338,326 3,678,957 (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 2016 Public Offering that closed on September 26, 2016. As a result of the issuance of 1,022,544 shares of the Company’s common stock at $1.12 in connection with the amendments to the Conditional Share Purchase Agreement, the exercise price was adjusted from $4.00 to $1.12, effective July 3, 2017. (b) Issued on April 14, 2016 in connection with the Private Placement to placement agents. As a result of the issuance of 1,022,544 shares of the Company’s common stock at $1.12 in connection with the amendments to the Conditional Share Purchase Agreements, the exercise price was adjusted from $3.99 to $1.12, effective July 3, 2017. (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. The exercise price remained at $4.00 as the anti-dilution provision was waived for the issuance of shares related to the July 3, 2017 amendment to the Conditional Share Purchase Agreements. (d) Issued on March 15, 2017 in connection with the JGB Debt. As a result of the issuance of 1,022,544 shares of the Company’s common stock at $1.12 in connection with the amendments to the Conditional Share Purchase Agreement, the number of shares issuable pursuant to the JGB Warrants increased from 1,250,000 to 1,296,679 and the exercise price of the JGB Warrants was adjusted from $5.00 to $4.82, effective July 3, 2017. As a result of the 2017 Public Offering, effective October 5, 2017, the aggregate number of shares of common stock issuable upon exercise of the JGB Warrants increased from 1,296,679 to 1,338,326 shares and the exercise price of the JGB warrants decreased from $4.82 to $4.67 per share. |
Stock Incentive Plans
Stock Incentive Plans | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock Incentive Plans | 13. STOCK INCENTIVE PLANS 2014 Equity Incentive Plan Upon its initial public offering, 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 Company’s 2008 Equity Incentive 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. The 2014 Plan allows restricted stock units (“RSUs”) to be granted in addition to stock options. The RSUs generally vest annually over four years in equal increments. The Company began granting RSUs under the 2014 Plan in March 2015. 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 RSUs to be granted in addition to stock options. The RSUs vest annually over four years in equal increments. The Company began granting RSUs pursuant to the Inducement Plan starting June 2016. 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, 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 Additional options authorized 357,075 — — — — Restricted stock grants (115,948 ) — — — — RSUs granted (309,500 ) — 309,500 3.40 Options granted (909,913 ) 909,913 3.39 — — Options exercised — (71,976 ) 3.64 — — RSUs forfeited 80,891 — — (80,891 ) 4.14 RSUs vested — — — (94,928 ) 5.60 Options forfeited 522,826 (522,826 ) 9 — — Options expired 165,924 (165,924 ) 5.81 — — Balance—December 31, 2017 156,429 1,941,473 $ 4.21 439,926 $ 4.39 The total intrinsic value of options exercised was approximately $0.2 million As of December 31, 2017, the total intrinsic value of RSUs was approximately $0.6 million and there were $1.4 million of unrecognized compensation costs related to RSUs, which are expected to be recognized over a weighted-average period of 1.93 years. Options outstanding and options vested as of December 31, 2017 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 - 3.98 859,315 7.51 $ 1.91 368,752 $ 1.58 $4.37 - 4.60 67,344 8.13 4.56 28,384 4.56 $4.95 - 5.85 639,214 8.18 5.47 260,093 5.28 $6.49 - 7.03 325,648 7.19 6.64 236,687 6.63 $10.00 - 12.44 49,951 6.40 11.34 48,614 11.32 1,941,472 942,530 Options outstanding that have vested and are expected to vest at December 31, 2017 are as follows: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual (Years) Aggregate Intrinsic Value (In Vested 942,530 $ 4.46 6.53 $ 2,591 Expected to Vest 998,942 3.96 8.75 876 Total 1,941,472 $ 3,467 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, 2017 for stock options that were in-the-money. The fair market value of the Company’s common stock as of December 31, 2017 was $7.34 per share. The weighted average grant-date fair value of options to purchase common stock granted for the years ended December 31, 2017, 2016 and 2015 using the Black-Scholes Model was $1.60, $2.05 and $2.53., 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 2017 was $0.7 million. As of December 31, 2017, there were approximately $1.4 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. During the offering period in 2017 that ended on June 30, 2017, 52,612 shares were purchased for aggregate proceeds of $0.1 million from the issuance of shares, which occurred on July 5, 2017. The Company issued 71,639 shares and 67,256 shares of common stock during the years ended December 31, 2017 and December 31, 2016, respectively, pursuant to the ESPP. The Company received proceeds of $0.1 million and $0.3 million from the purchases of shares during the years ended December 31, 2017 and 2016, respectively. As of December 31, 2017, the Company had 315,378 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, 2017 2016 2015 Employee Stock Options Expected term (in years) 5.9 5.9 6.0 Expected volatility 57.34 % 42.10 % 41.17 % Risk-free interest rate 2.01 % 1.52 % 1.84 % Expected dividend yield — % — % — % Employee Stock Purchase Plan Expected term (in years) 0.5 0.5 0.5 Expected volatility 62.27 – 98.58 % 77.0 5 % 39.10 – 44.15 Risk-free interest rate 0.65 – 1.13 % 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, 2017, 2016 and 2015, included in the statements of operations as follows (in thousands): Year Ended December 31, 2017 2016 2015 Cost of testing $ 188 $ 144 $ 109 Research and development 405 449 247 Sales and marketing 157 156 173 General and administrative 994 1,249 812 $ 1,744 $ 1,998 $ 1,341 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, 2017, 2016 and 2015, 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, 2017, there were a total of 220,889 shares issued to non-employee directors, for a total fair value of $0.8 million. Expense associated with the awards was $0.2 million, $0.3 million and $0.3 million for the years ended December 31, 2017, 2016 and 2015, respectively, which was included in general and administrative expense in the statements of operations. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 14. INCOME TAXES Loss before income taxes for the years ended December 31, 2017, 2016 and 2015 is summarized as follows (in thousands): Year Ended December 31, 2017 2016 2015 United States $ (50,132 ) $ (21,753 ) $ (13,707 ) Foreign (7,137 ) (19,609 ) — $ (57,269 ) $ (41,362 ) $ (13,707 ) The components of the provision for (benefit from) income taxes are summarized as follows (in thousands): As of December 31, 2017 2016 2015 Current Federal $ 74 $ 49 $ — State (4 ) 11 — Foreign 68 32 — Total Current 138 92 — Deferred Federal 42 (251 ) — State 1 (49 ) — Foreign (1,890 ) (1,398 ) — Total Deferred (1,847 ) (1,698 ) — Provision for (benefit from) income taxes $ (1,709 ) $ (1,606 ) $ — 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, 2017 2016 2015 Federal tax at statutory rate 34.0 % 34.0 % 34.0 % Stock-based compensation -0.2 % -0.5 % -1.9 % Change in valuation allowance 38.0 % -16.8 % -31.1 % Foreign rate differential -1.1 % -1.3 % 0.0 % Warrant revaluation -17.5 % -0.2 % 0.0 % Interest expense -1.8 % 0.0 % 0.0 % Acquisition costs 0.0 % -1.2 % -3.2 % Goodwill impairment -1.2 % -10.8 % 0.0 % Impact of 2017 Tax Cuts and Jobs Act on change in deferred tax assets -46.5 % — — Other -0.7 % 0.7 % 2.2 % Effective income tax rate 3.0 % 3.9 % 0.0 % Deferred income tax assets and liabilities consist of the following: (in thousands): As of December 31, 2017 2016 Deferred tax assets: Net operating loss carryforwards $ 49,374 $ 71,925 Tax credit carryforwards 5,798 4,947 Accruals 583 1,274 Property and equipment 1,184 195 Other 633 1,088 Gross deferred tax assets 57,572 79,429 Valuation allowance (54,934 ) (76,295 ) Total deferred tax assets 2,638 3,134 Deferred tax liabilities: Purchased intangibles (7,554 ) (8,979 ) Other (17 ) (212 ) Total deferred tax liabilities (7,571 ) (9,191 ) Net deferred tax liabilities $ (4,933 ) $ (6,057 ) Accounting standards provide for the recognition of deferred tax assets if realization of such assets is more likely than not. Based upon the weight of available evidence, which includes the Company’s sources of taxable income including historical operating performance, the Company has provided a valuation allowance on the deferred tax asset that is not realizable. The valuation allowance decreased by $21.4 million and increased by $6.2 million during the years ended December 31, 2017 and 2016, respectively. On December 22, 2017, the Tax Cuts and Jobs Act of 2017, the Tax Act, was signed into law making significant changes to the Internal Revenue Code. Changes include, but are not limited to, a corporate tax rate decrease from 35% to 21% effective for tax years beginning after December 31, 2017. The Company has calculated the impact of the Tax Act in its year end income tax provision in accordance with its understanding of the Tax Act and guidance available as of the date of this filing which did not result in any additional income tax expense in the fourth quarter of 2017. In December 2017, Staff Accounting Bulletin No. 118, or SAB 118, was issued to address the application of U.S. GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed in reasonable detail to complete the accounting for certain income tax effects of the Tax Act. In accordance with SAB 118, additional work may be necessary for a more detailed analysis of the Company's deferred tax assets and liabilities. Any subsequent adjustment to the provisional amounts will be recorded in 2018 when the analysis is complete. Under ASC Topic 740, Accounting for Income Taxes, the enactment of the Tax Act also requires companies to recognize the effects of changes in tax laws and rates on deferred tax assets and liabilities and the retroactive effects of changes in tax laws in the period in which the new legislation is enacted. Consequently, the Company accounted for a provisional estimated reduction of the U.S. deferred tax assets from $72.5 million to approximately $45.9 million with a corresponding decrease of $27.0 million to the Company’s valuation allowance. The Company expects the new law to significantly reduce its tax rate in future periods, and its tax footnote reflects the effects of a federal tax rate reduction net of its valuation allowance. In addition, the Company is still evaluating the realizability of certain deferred tax assets. Beginning in 2018, companies may be subject to global intangible low tax income (“GILTI”), which is a tax on foreign income in excess of a deemed return on tangible assets of foreign corporations as well as the new base erosion anti-abuse tax (“BEAT”) under the Tax Act. GILTI will be effectively taxed at a tax rate of 10.5%. Due to the complexity of the GILTI tax rules, companies are allowed to make an accounting policy choice of either (1) treating taxes due on future U.S. inclusions in taxable income related to GILTI as a current-period expense when incurred or (2) factoring such amounts into a company’s measurement of its deferred taxes under the SAB 118. The Company has not yet made an election with respect to GILTI. The Company will continue to review the GILTI and BEAT rules to determine their applicability to the company as the rules become effective. As of December 31, 2017, the Company had domestic federal net operating loss carryforwards of $204.2 million, domestic state net operating loss carryforwards of $75.9 million, and foreign net operating loss carryforwards of $5.3 million that can reduce future taxable income. The domestic federal and state net operating loss carryforwards will begin to expire in 2018 and 2028, respectively. The foreign net operating loss carryforwards can be carried forward indefinitely. As of December 31, 2017, the Company had credit carryforwards of approximately $4.3 million and $5.3 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 and through the current period. A reconciliation of the Company’s unrecognized tax benefits is as follows (in thousands): Year Ended December 31, 2017 2016 2015 Balance at beginning of year $ 5,252 $ 2,431 $ 2,054 Additions based on tax positions related to current year 186 332 372 Additions (decreases) based on tax positions related to prior years (2,274 ) 2,489 5 Balance at end of year $ 3,164 $ 5,252 $ 2,431 Approximately $0.5 million of the $3.2 million of net unrecognized tax benefit as of December 31, 2017, if recognized, would impact the Company's effective tax rate. During the year ended December 31, 2016, given the Company's valuation allowance, the uncertain tax benefits would not have impacted the effective tax rate. The Company recognizes interest and penalties related to unrecognized tax benefits as a component of income tax expense. As of December 31, 2017 and December 31, 2016, the Company has $0.3 million and $0.3 million, respectively, of cumulative interest and penalties related to unrecognized tax benefits. There were no accruals of interest expense during the year ended December 31, 2015. 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 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 3 to 6 years. |
401(K) Plan
401(K) Plan | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 | |
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: • Post-Transplant: 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. On October 9, 2017, AlloSure became commercially available with Medicare reimbursement. AlloSure is the first and only non-invasive test that assesses organ health by directly measuring allograft injury. • Pre-Transplant: 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. The pre-transplant product lines include Olerup branded products SSP, SBT, QTYPE, SBT and XM-ONE. There were no intersegment sales for the years ended December 31, 2017. The following table summarizes the operating results of the Company’s reportable segments (in thousands): Years Ended December 31, 2017 2016 2015 Total segments Net revenues $ 48,324 $ 40,631 $ 28,144 Operating loss (20,294 ) (37,332 ) (11,932 ) Depreciation and amortization 3,759 2,920 796 Post-Transplant Net revenues $ 33,690 $ 29,916 $ 28,144 Operating loss (14,331 ) (18,374 ) (11,932 ) Depreciation and amortization 1,041 982 796 Pre-Transplant Net revenues $ 14,634 $ 10,715 $ — Operating loss (5,963 ) (18,958 ) — Depreciation and amortization 2,718 1,938 — December 31, 2017 December 31, 2016 Assets: Post-Transplant $ 48,734 $ 41,169 Pre-Transplant 34,831 35,561 Total assets $ 83,565 $ 76,730 Revenues by geographic regions are based upon the customers’ ship-to address for pre-transplant revenues and the region of testing for post-transplant revenues. The following table summarizes reportable revenues by geographic regions (in thousands): Years Ended December 31, 2017 2016 2015 Revenues: North America $ 38,204 $ 33,215 $ 28,144 Europe 7,980 6,270 — Australia 411 — — Rest of the World 1,729 1,146 — Total $ 48,324 $ 40,631 $ 28,144 The following table summarizes long-lived assets, consisting of property and equipment, net, by geographic regions (in thousands): December 31, 2017 December 31, 2016 Long-lived assets: North America $ 1,206 $ 2,052 Europe 776 879 Australia 93 — Total $ 2,075 $ 2,931 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 17. RELATED PARTY TRANSACTIONS 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 in 2016 (as described in Note 11). |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | 18. SUBSEQUENT EVENTS JGB Repayment Notice On March 1, 2018, the Company notified JGB of its intent to prepay on April 13, 2018 (the “Prepayment Date”) in full the outstanding principal and interest under the Debentures. Pursuant to the terms of the Debentures, on the Prepayment Date, the Company is obligated to pay the full amount of the outstanding principal balance of the Debentures, plus accrued and unpaid interest thereon and a prepayment premium equal to 8% of the outstanding principal balance in cash. From January 1, 2018 through March 22, 2018, the Company has received notices of conversion from JGB for an aggregate of $20.8 million of principal and accrued interest of the JGB Debt to be converted into an aggregate of 4,800,530 shares of the Company’s common stock, reducing the outstanding principal of the JGB debt to $5.9 million, as of March 22, 2018. Commitment to Term Loan On March 1, 2018, the Company entered into a binding commitment letter (the “Commitment Letter”) with Perceptive Credit Holdings II, LP (“Perceptive”), pursuant to which, subject to the conditions set forth therein, Perceptive committed to provide the Company with a loan of up to $35.0 million, subject to funding in two tranches (the “New Term Loan”). The funding of the New Term Loan is expected to be on the Prepayment Date, at which ime the Company may request to draw up to $35 million in two tranches subject to the satisfaction of several customary conditions. The Commitment Letter contemplates that the New Term Loan will mature on the fifth anniversary of the Prepayment Date, will have an interest rate of 9% plus the greater of the one-month LIBOR or 1.5%, will require interest only payments for the first three years, and may be prepaid by the Company in whole or in part at any time, subject to a prepayment fee. Under the terms of the Commitment Letter, the Company is required to repay the Company’s total outstanding indebtedness and expect to use the remaining funds for general corporate purposes. Upon repayment to JGB, $9.4 million of the Company’s restricted cash will become available for use. |
Selected Quarterly Financial Da
Selected Quarterly Financial Data | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 and 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) 2017 Consolidated Statement of Operations Data: Total revenue $ 11,584 $ 12,046 $ 12,191 $ 12,503 Net loss attributable to CareDx, Inc. used to compute basic net loss per share $ (5,562 ) $ (3,968 ) $ (14,268 ) $ (31,671 ) Net loss per common share attributable to CareDx, Inc., basic $ (0.26 ) $ (0.19 ) $ (0.63 ) $ (1.13 ) Net loss per common share attributable to CareDx, Inc., diluted $ (0.26 ) $ (0.19 ) $ (0.63 ) $ (1.13 ) Shares used in calculation of net loss per share attributable to CareDx, Inc., basic 21,343,782 21,412,480 22,526,615 27,983,033 Shares used in calculation of net income loss per share attributable to CareDx, Inc., diluted 21,343,782 21,412,480 22,526,615 27,983,033 Consolidated Balance Sheet Data: Total assets $ 80,322 $ 77,738 $ 75,093 $ 83,565 Long-term debt, net of current portion $ - $ - $ 21,174 $ 18,338 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 |
Organization and Description 27
Organization and Description of Business (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Liquidity And Going Concern | Liquidity and Going Concern The Company has incurred significant losses and negative cash flows from operations since its inception and had an accumulated deficit of $ 268.0 equivalents of $16.9 million, and $34.1 million In March 2017, the Company received net proceeds of $24.0 million in connection with the issuance of a debt (the “JGB Debt”) obligation to JGB Collateral LLC and certain of its affiliates or 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. In accordance with A quarterly debt covenant in the Company’s Term Loan Facility Agreement (the “Term Loan Facility”) with Danske Bank A/S (“Danske”) was violated on June 30, 2016 and September 30, 2016. The Company obtained waivers for these violations. The Company was in compliance with all debt covenants at December 31, 2016. Due to liquidity concerns, the Danske debt was classified as a current liability in the consolidated balance sheet as of December 31, 2016.The Company was not in compliance with certain covenants at March 31, 2017, June 30, 2017, and September 30, 2017. The Company obtained a waiver for these violations, which was conditional upon, among other things, the Company making a principal repayment of SEK 6,000,000 (approximately $0.7 million) by October 31, 2017. This amount was paid on October 31, 2017. The Company was not in compliance with certain covenants at December 31, 2017. In connection with the acquisition of Allenex, the Company entered into Conditional Share Purchase Agreements with each of Midroc Invest AB, FastPartner AB (“FastPartner”) and Xenella Holding AB, the former majority shareholders of Allenex (collectively, the “Former Majority Shareholders”), on December 16, 2015, as amended (the “Conditional Share Purchase Agreements”). Pursuant to the Conditional Share Purchase Agreements, as of June 30, 2017, the Company owed deferred purchase consideration to the Former Majority Shareholders of approximately $6.3 million, including accrued interest, which was due on July 1, 2017. On July 1, 2017, the Company entered into amendments to the Conditional Share Purchase Agreements with the On November 14, 2017, the Company further amended the Conditional Share Purchase Agreements and paid the total remaining Deferred Obligation of $4.7 million , plus accrued interest, immediately. Promissory notes issued by Allenex to FastPartner and Mohammed Al Amoudi in an aggregate amount of approximately $4.1 million, including accrued interest (the “Allenex Notes”), were due on July 1, 2017. On July 1, 2017, Allenex entered into new note agreements with each of FastPartner and pursuant to which the parties agreed to defer repayment of the amounts owed under the Allenex Notes until March 31, 2019. On March 1, 2018, the Company entered into a binding commitment letter with Perceptive Credit Holdings II, LP (“Perceptive”), pursuant to which Perceptive committed to provide the Company with a term loan of up to $35.0 million, subject to funding in two tranches. The Company is required to use the proceeds from the Perceptive term loan, in part, to repay the JGB Debt, the Allenex Notes and the Danske Bank Term Loan. The Company believes that its net proceeds from the proposed refinancing, as well as its existing cash balance and expected revenues, will be sufficient to meet its anticipated cash requirements for at least the next 12 months. The Company may require additional financing to fund working capital and pay its obligations as they come due. Additional financing might include one or more offerings and one or more of a combination of equity securities, debt arrangements or collaborations. 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. |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include the accounts of the Company and its subsidiaries. Intercompany transactions have been eliminated. As of December 31, 2017, the Company owns less than 100% of the shares of Allenex, the Company records net loss attributable to noncontrolling interest in its consolidated statements of operations equal to the percentage of the economic or ownership interest retained in such entities by the respective noncontrolling parties. |
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 (as described in Note 11); (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, 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 that 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 and AlloSure tests provided for patients located in the U.S. and billed to various third-party payers, and from sales of pre-transplant products to distributors, strategic partners and end customers in Europe, the 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, 2017, 2016 and 2015, approximately 27%, 44% and 50%, respectively, of testing revenue was billed to Medicare. No other payers represented more than 10% of testing revenue for these periods and no payers represented more than 10% of product revenue for the years ended December 31, 2017 and 2016. As of December 31, 2017 and 2016, approximately 16% and 27%, respectively, of accounts receivable was due from Medicare. No other payer represented more than 10% of accounts receivable at either December 31, 2017 or 2016. |
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 the Company’s convertible debt financing agreements with JGB, the Company is required to maintain restricted cash of $9.4 million. These funds are restricted as to withdrawal and are not available to the Company to fund its operations or repay indebtedness 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, work in progress, and raw materials and consists of reagent plates, testing devices, laboratory supplies, reagents and finished goods kits. Inventories are used in connection with tests performed, and kits produced 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 at the Company’s Stockholm, Sweden, and Fremantle, Australia locations are stated at the lower of purchased cost, determined on an average cost basis, or net realizable value. Inventories at the Company’s other locations are stated at the lower of actual purchased cost, determined on a first-in, first-out basis, or net realizable value. |
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. The estimated useful life is generally three years for laboratory, computer and office equipment, and 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 that 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. If an impairment exists, the Company measures the impairment 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 post-transplant diagnostic tests and the development and commercialization of pre-transplant 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 in that reporting unit. The Company tested its goodwill for impairment as of December 1, 2016, and determined that the fair value of the Pre-Transplant reporting unit was lower than its carrying value, resulting in a goodwill impairment charge of $13.0 million for the period ended December 31, 2016. The Company conducted a goodwill impairment test as of March 31, 2017 and identified an impairment of $2.0 million related to the goodwill recorded in its pre-transplant reportable segment. In connection with our annual goodwill assessment on December 1, 2017, we performed a qualitative assessment and determined that it is not likely that the fair value of the Post-Transplant reporting unit is less than the carrying value and therefore a quantitative test to assess potential goodwill was not necessary. 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 the price 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 financial instruments of the Company, 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. |
Common Stock Warrant Liability and Derivative Liabilities | Common Stock Warrant Liability and Derivative Liabilities 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 freestanding warrants 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. On March 15, 2017, the Company entered into a Securities Purchase Agreement with JGB, pursuant to which the Company issued Senior Secured Debentures (the “JGB Debt”) and warrants (the “JGB Warrants”) (as described in Note 11). The Company determined that the debentures and the warrants were free standing instruments. The terms of the warrants include price-based anti-dilution adjustment provisions, which preclude the Company from classifying the warrants in equity. As such, the warrants are classified as liabilities on the consolidated balance sheet. The full fair value of the warrants was allocated on day one to the common stock warrant liability and the residual value, after allocation of the fair value of the derivative liability discussed below, was ascribed to the debentures. The debentures are classified as liabilities on the consolidated balance sheet and include certain embedded derivatives that required bifurcation, including settlement and penalty provisions. The warrants and embedded derivative are remeasured at each reporting period with changes recorded in change in estimated fair value of common stock warrant and derivative liabilities on the consolidated statements of operations. |
Testing Revenue | Testing Revenue The Company recognizes revenues for tests delivered when the following criteria are met: (i) there is persuasive evidence that an arrangement exists; (ii) delivery has occurred or services rendered; (iii) the fee is fixed or determinable; and (iv) collectability of the fee 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 and AlloSure 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 on an accrual basis in the period the test is performed. When the first, third or fourth criteria are not met but third-party payers make a payment to the Company for the tests performed, the Company recognizes revenue on a 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. These adjustments 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 (i) persuasive evidence of an arrangement exists, (ii) the product is complete and tested and has been shipped or delivered, as required to transfer title and risk of loss, (iii) the sales price is fixed and determinable, (iv) collection of the resulting receivable is reasonably assured, (v) there are no material contingencies and (vi) the Company does not have significant obligations for future performance. When collectability of the receivable 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. The Company believes this approach 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, 2017, 2016 or 2015. |
Cost of Testing and Product | Cost of Testing Cost of testing reflects the aggregate costs incurred in delivering the Company’s AlloMap and AlloSure 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 the 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-downs 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 FASB ASC, 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 existing solutions. 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 are 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 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, Australian dollar 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 translation gains and losses on revenue and expenses are recognized in current operations. |
Comprehensive Loss | Comprehensive Loss Comprehensive loss consists of net loss and other losses affecting stockholders’ (deficit) equity that, under U.S. GAAP, are excluded from net income or loss. For the Company, such items consist of foreign currency losses on the translation of foreign assets and liabilities. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), In March 2016, the FASB issued ASU No. 2016-09, Compensation - Stock Compensation (Topic 718) Improvements to Employee Share-Based Payment Accounting (“ASU 2016-09”) 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) , Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers The guidance may be applied (i) retrospectively to each prior period presented or (ii) retrospectively with the cumulative effect recognized as of the date of adoption. The Company has selected the modified retrospective approach with the cumulative effect recorded in the period of initial application for the adoption of this standard. We have substantially completed an evaluation of the impact of adopting this guidance will have on our consolidated financial statements and disclosures. The Company anticipates that it will record a cumulative adjustment to retained earnings and accounts receivable of approximately $2.0 million to $3.0 million, as of January 1, 2018 to reflect the adoption of ASC Topic 606. The adjustment is primarily related to the change in revenue recognition for cash basis tests which will be recognized when the results have been delivered as opposed to in the period in which cash is received. The adoption of ASU 2014-09 will also result in additional disclosures. 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 adopted ASU 2017-01 on a prospective basis and the adoption of ASU 2017-01 did not have a material impact on our consolidated financial statements. Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment . ASU 2017-04 is effective for all interim and annual reporting periods beginning after December 15, 2019. The Company adopted ASU No. 2017-04 on January 1, 2017 on a prospective basis. In February 2017, the FASB issued ASU No. 2017-05, Other Income —Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20) Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets . In May 2017, the FASB issued ASU No. 2017-09, Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Net Loss Per Share | The following tables set forth the computation of the Company’s basic and diluted net loss per share (in thousands, except shares and per share data): Year Ended December 31, 2017 2016 2015 Numerator: Net loss attributable to CareDx, Inc. used to compute basic net loss per share $ (55,469 ) $ (39,469 ) $ (13,707 ) Net loss attributable to CareDx, Inc. used to compute diluted net loss per share $ (55,469 ) $ (39,469 ) $ (13,707 ) Denominator: Weighted-average shares used to compute basic net loss per share attributable to CareDx, Inc. 23,332,503 16,496,911 11,860,885 Weighted-average shares used to compute diluted net loss per share attributable to CareDx, Inc. 23,332,503 16,496,911 11,860,885 Net loss per share attributable to CareDx, Inc.: Basic $ (2.38 ) $ (2.39 ) $ (1.16 ) Diluted $ (2.38 ) $ (2.39 ) $ (1.16 ) |
Potentially Dilutive Securities Excluded from Diluted Net Loss Per Share | The following potentially dilutive securities have been excluded from diluted net loss per share, because their effect would be antidilutive: Year Ended December 31, 2017 2016 2015 Shares of common stock subject to outstanding options 1,941,472 1,757,309 1,577,317 Shares of common stock subject to outstanding common stock warrants 3,678,957 3,259,926 301,069 Shares of common stock subject to convertible notes 6,127,021 — — Shares of common stock subject to contingent consideration 227,845 227,845 227,845 Restricted stock units 436,176 306,245 106,200 Total common stock equivalents 12,411,471 5,551,325 2,212,431 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Assets and Liabilities Measured 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, 2017 and 2016 (in thousands): December 31, 2017 Fair Value Measured Using (Level 1) (Level 2) (Level 3) Total Balance Assets Money market funds $ 13,097 $ — $ — $ 13,097 Liabilities Contingent consideration $ — $ — $ 1,672 $ 1,672 Common stock warrant liability — — 18,712 $ 18,712 Derivative Liability — — 14,600 14,600 Total liabilities $ — $ — $ 34,984 $ 34,984 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 |
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 Common Stock Warrant Liability Derivative Liability Total 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 Issuance of JGB Debt and warrants — 900 2,290 3,190 Exercise of warrants — (4,306 ) — (4,306 ) Conversion of JGB Debt — — (402 ) (402 ) Change in estimated fair value 1,180 16,910 12,712 30,802 Balance as of December 31, 2017 $ 1,672 $ 18,712 $ 14,600 $ 34,984 |
Summary of Common Stock Warrant and Derivative Liability Assumptions | • Common Stock Warrant and Derivative Liabilities Assumptions: December 31, 2017 December 31, 2016 Private Placement Warrant Common Stock Warrants Stock Price $ 7.34 $ 2.70 Exercise Price $ 1.12 $ 4.00 Remaining term (in years) 5.29 6.29 Volatility 66.00 % 51.40 % Risk-free interest rate 2.21 % 2.14 % Subsequent Financing Common Stock Warrant Liability Stock Price $ 7.34 $ 2.70 Exercise Price $ 4.00 $ 4.00 Remaining term (in years) 5.46 6.29 Volatility 65.00 % 51.40 % Risk-free interest rate 2.21 % 2.14 % Placement Agent Common Stock Warrant Liability Stock Price $ 7.34 $ 2.70 Exercise Price $ 1.12 $ 3.99 Remaining term (in years) 3.29 4.29 Volatility 82.00 % 56.10 % Risk-free interest rate 1.99 % 1.77 % December 31, 2017 March 15, 2017 JGB Common Stock Warrant Liability Stock Price $ 7.34 $ 2.15 Exercise Price $ 4.67 $ 5.00 Remaining term (in years) 4.71 5.50 Volatility 30.00 % 54.00 % Risk-free interest rate 1.89 % 2.06 % Derivative Liability Stock Price $ 7.34 $ 2.15 Remaining term (in years) 2.16 2.96 Volatility 69.00 % 54.00 % Risk-free interest rate 2.14 % 1.72 % |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Allenex [Member] | |
Schedule of Noncontrolling Interests | Noncontrolling interest as of December 31, 2017 was as follows (in thousands): Total Noncontrolling interest at January 1, 2017 $ 279 Foreign currency effect (8 ) Loss attributable to noncontrolling interest (91 ) Noncontrolling interest at December 31, 2017 $ 180 |
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 $ 29,680 $ 27,881 Product revenue 15,101 15,957 Other revenue 407 578 Total revenue $ 45,188 $ 44,416 Net loss $ (32,319 ) $ (17,050 ) |
Conexio [Member] | |
Summary of Fair Values of Assets Acquired and Liabilities Assumed as of Acquisition Date | The following table summarizes the fair values of the assets acquired and liabilities assumed as of the acquisition date (in thousands): Total Inventory $ 1,040 Property, plant and equipment 97 Intangible assets 155 Goodwill 85 Assumed liabilities (82 ) Total acquisition consideration $ 1,295 |
Summary of Identified Intangible Assets Acquired at Acquisition Date | The following table presents details of the identified intangible assets acquired at the acquisition date (in thousands): Estimated Fair Value Estimated Useful Life (Years) Completed technology $ 127 9 Customer relationships 28 9 Total $ 155 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 (in thousands): Post-Transplant Pre-Transplant Total Balance as of December 31, 2016 $ 12,005 $ 1,834 $ 13,839 Goodwill acquired — 85 85 Goodwill impairment — (1,958 ) (1,958 ) Foreign currency translation adjustments — 39 39 Balance as of December 31, 2017 $ 12,005 $ — 12,005 |
Summary of Intangible Assets | The following tables present details of the Company’s intangible assets as of December 31, 2017 (in thousands): December 31, 2017 Acquisition Cost Accumulated Amortization Foreign Currency Translation Net Carrying Amount Weighted Average Remaining Useful Life (In Years) Intangible assets with finite lives: Customer relationships: Olerup $ 12,650 $ (1,394 ) $ (250 ) $ 11,006 13.0 Customer relationships: Conexio 28 $ (3 ) $ 1 $ 26 8.1 Developed technology: SSP 11,650 (1,942 ) (258 ) 9,450 8.0 Acquired technology: QTYPE 4,510 (376 ) (84 ) 4,050 13.0 Acquired technology: SBT 127 (14 ) 5 118 8.1 Acquired technology―dd-cfDNA (a) 6,650 (127 ) — 6,523 12.9 Trademarks 2,260 (310 ) 16 1,966 13.0 Total intangible assets with finite lives $ 37,875 $ (4,166 ) $ (570 ) $ 33,139 (a) The dd-cfDNA balance was initially classified as acquired in-process technology upon the acquisition of IMX in 2014, but was reclassified as an intangible asset with a finite life on September 30, 2017 based on confirmation of the Medicare reimbursement rate for AlloSure, the Company’s dd-cfDNA solution, which was commercially launched on October 9, 2017. |
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, 2017 (in thousands): Years Ending December 31, Cost of Product Sales and Marketing Total 2018 $ 2,016 $ 1,001 $ 3,017 2019 2,016 1,001 3,017 2020 2,016 1,001 3,017 2021 2,016 1,001 3,017 2022 2,016 1,001 3,017 Thereafter 10,062 7,992 18,054 Total future amortization expense $ 20,142 $ 12,997 $ 33,139 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Summary of Inventory | Inventory consisted of the following (in thousands): December 31, 2017 2016 Finished goods $ 2,569 $ 4,199 Work in progress 1,471 159 Raw materials 1,489 1,103 Total inventory $ 5,529 $ 5,461 |
Components of Property and Equipment | Property and equipment consisted of the following (in thousands): December 31, 2017 2016 Laboratory equipment $ 5,188 $ 5,065 Leasehold improvements 5,194 5,111 Furniture and fixtures 825 825 Computer and office equipment 4,734 4,661 Machinery and equipment 1,618 1,424 $ 17,559 $ 17,086 Less: Accumulated depreciation and amortization (15,484 ) (14,155 ) Property and equipment, net $ 2,075 $ 2,931 |
Components of Accrued and Other Liabilities | Accrued and other liabilities consisted of the following (in thousands): December 31, 2017 2016 Clinical studies $ 1,115 $ 1,375 Professional fees 475 620 Test sample processing fees 633 524 Deferred rent – current portion 419 374 Uninvoiced receipts 253 — Accrued overpayments and refunds 270 281 Software implementation costs 94 176 Accrued interest payable 81 862 Capital leases – current portion 13 68 Debt financing fees — 600 Other accrued expenses 382 440 Total accrued and other liabilities $ 3,735 $ 5,320 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017, are as follows (in thousands): Years ending December 31, Capital Leases Operating leases 2018 $ 25 $ 2,209 2019 5 2,149 2020 — 2,104 2021 — 10 2022 and thereafter — 8 Total minimum lease payments $ 30 $ 6,480 Less: amounts representing interest (3 ) Present value of minimum lease payments 27 Less: current portion of obligations under capital leases (13 ) Long-term portion of obligations under capital leases $ 14 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Transfers And Servicing [Abstract] | |
Schedule of Debt | Debt consisted of the following (in thousands): December 31, 2017 2016 JGB Debt $ 7,743 $ — East West Bank Loan — 12,614 Danske Bank Term Loan & Credit Facility 6,763 7,376 FastPartner Subordinated Promissory Notes — 1,692 Al Amoudi Subordinated Promissory Notes — 1,164 SSP Primers Loan 1,215 — Current portion of long-term debt $ 15,721 $ 22,846 JGB Debt $ 14,168 $ — FastPartner Subordinated Promissory Notes 2,400 — Al Amoudi Subordinated Promissory Notes 1,770 — SSP Primers Loan — 1,098 Long-term debt, net of current portion $ 18,338 $ 1,098 |
Schedule of Maturities of Debt | As of December 31, 2017, future debt maturities were as follows (in thousands): Years Ending December 31, Amount 2018 $ 17,353 2019 15,420 2020 5,905 Total debt maturities 38,678 Less: debt discount and issuance costs (4,619 ) Total debt maturities, net of debt discount and issuance costs 34,059 Less: current portion, of long-term debt (15,721 ) Long-term debt, net of current portion $ 18,338 |
Schedule of Carrying Values of Debt | The following table summarizes the Company’s carrying value of the JGB Debt (in thousands) on the March 15, 2017 issuance date: March 15, 2017 Debt Principal $ 27,780 Less: Issuance cost (998 ) Original issue discount (2,780 ) Original warrant valuation (900 ) Embedded Derivative Liability (2,290 ) Total debt discount (6,968 ) Carrying Value $ 20,812 |
Warrants (Tables)
Warrants (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Common Stock [Member] | |
Class Of Warrant Or Right [Line Items] | |
Components of Warrants Outstanding | As of December 31, 2017, 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 August 2012 7 years $ 21.78 167,182 January 2015 5 years $ 6.96 34,483 April 2016 (a) 7 years $ 1.12 904,800 April 2016 (b) 5 years $ 1.12 168,700 June 2016 (c) 7 years $ 4.00 1,002,507 March 2017 (d) 5 years $ 4.67 1,338,326 3,678,957 (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 2016 Public Offering that closed on September 26, 2016. As a result of the issuance of 1,022,544 shares of the Company’s common stock at $1.12 in connection with the amendments to the Conditional Share Purchase Agreement, the exercise price was adjusted from $4.00 to $1.12, effective July 3, 2017. (b) Issued on April 14, 2016 in connection with the Private Placement to placement agents. As a result of the issuance of 1,022,544 shares of the Company’s common stock at $1.12 in connection with the amendments to the Conditional Share Purchase Agreements, the exercise price was adjusted from $3.99 to $1.12, effective July 3, 2017. (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. The exercise price remained at $4.00 as the anti-dilution provision was waived for the issuance of shares related to the July 3, 2017 amendment to the Conditional Share Purchase Agreements. (d) Issued on March 15, 2017 in connection with the JGB Debt. As a result of the issuance of 1,022,544 shares of the Company’s common stock at $1.12 in connection with the amendments to the Conditional Share Purchase Agreement, the number of shares issuable pursuant to the JGB Warrants increased from 1,250,000 to 1,296,679 and the exercise price of the JGB Warrants was adjusted from $5.00 to $4.82, effective July 3, 2017. As a result of the 2017 Public Offering, effective October 5, 2017, the aggregate number of shares of common stock issuable upon exercise of the JGB Warrants increased from 1,296,679 to 1,338,326 shares and the exercise price of the JGB warrants decreased from $4.82 to $4.67 per share. |
Stock Incentive Plans (Tables)
Stock Incentive Plans (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Option, Unvested RSU Activity and Related Information | 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, 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 Additional options authorized 357,075 — — — — Restricted stock grants (115,948 ) — — — — RSUs granted (309,500 ) — 309,500 3.40 Options granted (909,913 ) 909,913 3.39 — — Options exercised — (71,976 ) 3.64 — — RSUs forfeited 80,891 — — (80,891 ) 4.14 RSUs vested — — — (94,928 ) 5.60 Options forfeited 522,826 (522,826 ) 9 — — Options expired 165,924 (165,924 ) 5.81 — — Balance—December 31, 2017 156,429 1,941,473 $ 4.21 439,926 $ 4.39 |
Schedule of Options Outstanding and Options Vested | Options outstanding and options vested as of December 31, 2017 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 - 3.98 859,315 7.51 $ 1.91 368,752 $ 1.58 $4.37 - 4.60 67,344 8.13 4.56 28,384 4.56 $4.95 - 5.85 639,214 8.18 5.47 260,093 5.28 $6.49 - 7.03 325,648 7.19 6.64 236,687 6.63 $10.00 - 12.44 49,951 6.40 11.34 48,614 11.32 1,941,472 942,530 |
Summary of Options Outstanding and Exercisable Vested or Expected to Vest | Options outstanding that have vested and are expected to vest at December 31, 2017 are as follows: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual (Years) Aggregate Intrinsic Value (In Vested 942,530 $ 4.46 6.53 $ 2,591 Expected to Vest 998,942 3.96 8.75 876 Total 1,941,472 $ 3,467 |
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, 2017 2016 2015 Employee Stock Options Expected term (in years) 5.9 5.9 6.0 Expected volatility 57.34 % 42.10 % 41.17 % Risk-free interest rate 2.01 % 1.52 % 1.84 % Expected dividend yield — % — % — % Employee Stock Purchase Plan Expected term (in years) 0.5 0.5 0.5 Expected volatility 62.27 – 98.58 % 77.0 5 % 39.10 – 44.15 Risk-free interest rate 0.65 – 1.13 % 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, 2017, 2016 and 2015, included in the statements of operations as follows (in thousands): Year Ended December 31, 2017 2016 2015 Cost of testing $ 188 $ 144 $ 109 Research and development 405 449 247 Sales and marketing 157 156 173 General and administrative 994 1,249 812 $ 1,744 $ 1,998 $ 1,341 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Summary of Loss Before Income Taxes | Loss before income taxes for the years ended December 31, 2017, 2016 and 2015 is summarized as follows (in thousands): Year Ended December 31, 2017 2016 2015 United States $ (50,132 ) $ (21,753 ) $ (13,707 ) Foreign (7,137 ) (19,609 ) — $ (57,269 ) $ (41,362 ) $ (13,707 ) |
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, 2017 2016 2015 Current Federal $ 74 $ 49 $ — State (4 ) 11 — Foreign 68 32 — Total Current 138 92 — Deferred Federal 42 (251 ) — State 1 (49 ) — Foreign (1,890 ) (1,398 ) — Total Deferred (1,847 ) (1,698 ) — Provision for (benefit from) income taxes $ (1,709 ) $ (1,606 ) $ — |
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, 2017 2016 2015 Federal tax at statutory rate 34.0 % 34.0 % 34.0 % Stock-based compensation -0.2 % -0.5 % -1.9 % Change in valuation allowance 38.0 % -16.8 % -31.1 % Foreign rate differential -1.1 % -1.3 % 0.0 % Warrant revaluation -17.5 % -0.2 % 0.0 % Interest expense -1.8 % 0.0 % 0.0 % Acquisition costs 0.0 % -1.2 % -3.2 % Goodwill impairment -1.2 % -10.8 % 0.0 % Impact of 2017 Tax Cuts and Jobs Act on change in deferred tax assets -46.5 % — — Other -0.7 % 0.7 % 2.2 % Effective income tax rate 3.0 % 3.9 % 0.0 % |
Schedule of Deferred Income Tax Assets and Liabilities | Deferred income tax assets and liabilities consist of the following: (in thousands): As of December 31, 2017 2016 Deferred tax assets: Net operating loss carryforwards $ 49,374 $ 71,925 Tax credit carryforwards 5,798 4,947 Accruals 583 1,274 Property and equipment 1,184 195 Other 633 1,088 Gross deferred tax assets 57,572 79,429 Valuation allowance (54,934 ) (76,295 ) Total deferred tax assets 2,638 3,134 Deferred tax liabilities: Purchased intangibles (7,554 ) (8,979 ) Other (17 ) (212 ) Total deferred tax liabilities (7,571 ) (9,191 ) Net deferred tax liabilities $ (4,933 ) $ (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, 2017 2016 2015 Balance at beginning of year $ 5,252 $ 2,431 $ 2,054 Additions based on tax positions related to current year 186 332 372 Additions (decreases) based on tax positions related to prior years (2,274 ) 2,489 5 Balance at end of year $ 3,164 $ 5,252 $ 2,431 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 2016 2015 Total segments Net revenues $ 48,324 $ 40,631 $ 28,144 Operating loss (20,294 ) (37,332 ) (11,932 ) Depreciation and amortization 3,759 2,920 796 Post-Transplant Net revenues $ 33,690 $ 29,916 $ 28,144 Operating loss (14,331 ) (18,374 ) (11,932 ) Depreciation and amortization 1,041 982 796 Pre-Transplant Net revenues $ 14,634 $ 10,715 $ — Operating loss (5,963 ) (18,958 ) — Depreciation and amortization 2,718 1,938 — December 31, 2017 December 31, 2016 Assets: Post-Transplant $ 48,734 $ 41,169 Pre-Transplant 34,831 35,561 Total assets $ 83,565 $ 76,730 |
Reportable Revenues by Geographic Regions | Revenues by geographic regions are based upon the customers’ ship-to address for pre-transplant revenues and the region of testing for post-transplant revenues. The following table summarizes reportable revenues by geographic regions (in thousands): Years Ended December 31, 2017 2016 2015 Revenues: North America $ 38,204 $ 33,215 $ 28,144 Europe 7,980 6,270 — Australia 411 — — Rest of the World 1,729 1,146 — Total $ 48,324 $ 40,631 $ 28,144 |
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, 2017 December 31, 2016 Long-lived assets: North America $ 1,206 $ 2,052 Europe 776 879 Australia 93 — Total $ 2,075 $ 2,931 |
Selected Quarterly Financial 39
Selected Quarterly Financial Data (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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) 2017 Consolidated Statement of Operations Data: Total revenue $ 11,584 $ 12,046 $ 12,191 $ 12,503 Net loss attributable to CareDx, Inc. used to compute basic net loss per share $ (5,562 ) $ (3,968 ) $ (14,268 ) $ (31,671 ) Net loss per common share attributable to CareDx, Inc., basic $ (0.26 ) $ (0.19 ) $ (0.63 ) $ (1.13 ) Net loss per common share attributable to CareDx, Inc., diluted $ (0.26 ) $ (0.19 ) $ (0.63 ) $ (1.13 ) Shares used in calculation of net loss per share attributable to CareDx, Inc., basic 21,343,782 21,412,480 22,526,615 27,983,033 Shares used in calculation of net income loss per share attributable to CareDx, Inc., diluted 21,343,782 21,412,480 22,526,615 27,983,033 Consolidated Balance Sheet Data: Total assets $ 80,322 $ 77,738 $ 75,093 $ 83,565 Long-term debt, net of current portion $ - $ - $ 21,174 $ 18,338 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 |
Organization and Description 40
Organization and Description of Business - Additional Information (Detail) | Dec. 31, 2017USD ($)shares | Nov. 14, 2017USD ($) | Jul. 01, 2017USD ($)$ / sharesshares | Jun. 30, 2017USD ($) | Mar. 15, 2017USD ($) | Apr. 14, 2016 | Apr. 14, 2016USD ($) | Apr. 14, 2016SEK (kr) | Oct. 31, 2017USD ($) | Oct. 31, 2017SEK (kr) | Mar. 31, 2017USD ($) | Dec. 31, 2017USD ($)Segmentshares | Dec. 31, 2016USD ($)shares | Dec. 31, 2015USD ($)shares | Mar. 01, 2018USD ($)Tranche | Jan. 30, 2015USD ($) | Dec. 31, 2014USD ($) | Jun. 25, 2013USD ($) | Jun. 25, 2013SEK (kr) |
Schedule of Capitalization, Equity [Line Items] | |||||||||||||||||||
Number of reportable segments | Segment | 2 | ||||||||||||||||||
Accumulated deficit | $ 268,022,000 | $ 268,022,000 | $ 212,553,000 | ||||||||||||||||
Cash and cash equivalents | 16,895,000 | 16,895,000 | 17,258,000 | $ 29,888,000 | $ 36,431,000 | ||||||||||||||
Debt outstanding under debt and capital lease obligations | 34,100,000 | 34,100,000 | |||||||||||||||||
Current debt | 15,721,000 | 15,721,000 | 22,846,000 | ||||||||||||||||
Proceeds from debt, net of issuance costs | 24,002,000 | 0 | 15,625,000 | ||||||||||||||||
Pay-off of term debt | $ 11,200,000 | ||||||||||||||||||
Deferred purchase consideration | $ 0 | $ 5,700,000 | $ 0 | ||||||||||||||||
Shares issued upon conversion subject to approval from Company's shareholders | shares | 12,411,471 | 5,551,325 | 2,212,431 | ||||||||||||||||
Aggregate principal amount | $ 20,000,000 | ||||||||||||||||||
FastPartner AB and Al Amoudi Subordinated Promissory Notes [Member] | |||||||||||||||||||
Schedule of Capitalization, Equity [Line Items] | |||||||||||||||||||
Aggregate amount of notes due | $ 4,100,000 | ||||||||||||||||||
Allenex [Member] | |||||||||||||||||||
Schedule of Capitalization, Equity [Line Items] | |||||||||||||||||||
Deferred purchase consideration | $ 4,700,000 | 6,300,000 | $ 6,300,000 | $ 6,300,000 | kr 50,620,000 | ||||||||||||||
Business acquisition deferred payment date | Mar. 31, 2017 | Jul. 1, 2017 | |||||||||||||||||
Conversion of deferred obligation into shares | $ 1,100,000 | ||||||||||||||||||
Shares issued upon conversion | shares | 1,022,544 | ||||||||||||||||||
Conversion into common stock per share price | $ / shares | $ 1.12 | ||||||||||||||||||
Business acquisition portion of obligation | $ 2,900,000 | ||||||||||||||||||
Business acquisition deferred payment extended date | Mar. 31, 2019 | Jul. 1, 2017 | |||||||||||||||||
Business acquisition deferred obligation | $ 2,100,000 | $ 6,300,000 | $ 2,100,000 | ||||||||||||||||
Business acquisition date of deferred purchase consideration unless earlier conversion into common stock | Dec. 31, 2017 | ||||||||||||||||||
Shares issued upon conversion subject to approval from Company's shareholders | shares | 1,791,763 | ||||||||||||||||||
New Term Loan Facility [Member] | Subsequent Event [Member] | |||||||||||||||||||
Schedule of Capitalization, Equity [Line Items] | |||||||||||||||||||
Aggregate principal amount | $ 35,000,000 | ||||||||||||||||||
Number of tranches | Tranche | 2 | ||||||||||||||||||
Danske Bank A S [Member] | Term Loan Facility [Member] | |||||||||||||||||||
Schedule of Capitalization, Equity [Line Items] | |||||||||||||||||||
Conditional principal repayment amount | $ 700,000 | kr 6,000,000 | |||||||||||||||||
Danske Bank A S [Member] | Term Loan Facility [Member] | Allenex [Member] | |||||||||||||||||||
Schedule of Capitalization, Equity [Line Items] | |||||||||||||||||||
Aggregate principal amount | $ 7,800,000 | kr 71,000,000 | |||||||||||||||||
Former Majority Shareholders [Member] | Allenex [Member] | |||||||||||||||||||
Schedule of Capitalization, Equity [Line Items] | |||||||||||||||||||
Deferred purchase consideration | $ 500,000 | ||||||||||||||||||
JGB Debt [Member] | |||||||||||||||||||
Schedule of Capitalization, Equity [Line Items] | |||||||||||||||||||
Current debt | $ 7,743,000 | 7,743,000 | $ 0 | ||||||||||||||||
Proceeds from debt, net of issuance costs | $ 24,000,000 | ||||||||||||||||||
Pay-off of term debt | 11,200,000 | ||||||||||||||||||
Minimum cash requirement | $ 9,400,000 | $ 9,400,000 | $ 9,400,000 | ||||||||||||||||
Shares issued upon conversion | shares | 1,022,544 | ||||||||||||||||||
Conversion into common stock per share price | $ / shares | $ 1.12 | ||||||||||||||||||
JGB Debt [Member] | Subsequent Event [Member] | |||||||||||||||||||
Schedule of Capitalization, Equity [Line Items] | |||||||||||||||||||
Minimum cash requirement | $ 9,400,000 |
Summary of Significant Accoun41
Summary of Significant Accounting Policies - Additional Information (Detail) | Dec. 01, 2017USD ($) | Mar. 31, 2017USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2017USD ($)Segment | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Mar. 15, 2017USD ($) |
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 | $ 0 | $ 1,958,000 | $ 13,021,000 | $ 0 | ||||
Revenue recognition under milestone method | 0 | 0 | $ 0 | |||||
Pre-Transplant [Member] | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Goodwill impairment | $ 2,000,000 | $ 1,958,000 | $ 13,000,000 | |||||
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 | |||||||
JGB Debt [Member] | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Minimum cash requirement | $ 9,400,000 | $ 9,400,000 | ||||||
Maximum [Member] | ASU 2014-09 [Member] | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Cumulative adjustment to retained earnings and accounts receivable | 3,000,000 | |||||||
Maximum [Member] | Pre-Transplant [Member] | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Goodwill impairment | $ 2,000,000 | |||||||
Minimum [Member] | ASU 2014-09 [Member] | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Cumulative adjustment to retained earnings and accounts receivable | $ 2,000,000 | |||||||
Allenex [Member] | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Goodwill impairment | $ 13,000,000 | |||||||
Allenex [Member] | Maximum [Member] | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Company ownership percentage | 100.00% |
Summary of Significant Accoun42
Summary of Significant Accounting Policies - Additional Information - Concentration of Credit Risk (Detail) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
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 | 27.00% | 44.00% | 50.00% |
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 | 16.00% | 27.00% | |
Product Revenue [Member] | Customer Concentration Risk [Member] | Minimum [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 10.00% |
Net Loss Per Share - Computatio
Net Loss Per Share - Computation of Basic and Diluted Net Loss Per Share (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Numerator: | |||||||||||
Net loss attributable to CareDx, Inc. used to compute basic net loss per share | $ (31,671) | $ (14,268) | $ (3,968) | $ (5,562) | $ (15,483) | $ (3,764) | $ (10,470) | $ (9,752) | $ (55,469) | $ (39,469) | $ (13,707) |
Net loss attributable to CareDx, Inc. used to compute diluted net loss per share | $ (55,469) | $ (39,469) | $ (13,707) | ||||||||
Denominator: | |||||||||||
Weighted-average shares used to compute basic net loss per share attributable to CareDx, Inc. | 27,983,033 | 22,526,615 | 21,412,480 | 21,343,782 | 21,270,151 | 19,098,626 | 13,568,120 | 11,969,714 | 23,332,503 | 16,496,911 | 11,860,885 |
Weighted-average shares used to compute diluted net loss per share attributable to CareDx, Inc. | 27,983,033 | 22,526,615 | 21,412,480 | 21,343,782 | 21,270,151 | 19,481,424 | 13,568,120 | 11,969,714 | 23,332,503 | 16,496,911 | 11,860,885 |
Basic | $ (1.13) | $ (0.63) | $ (0.19) | $ (0.26) | $ (0.73) | $ (0.20) | $ (0.77) | $ (0.81) | $ (2.38) | $ (2.39) | $ (1.16) |
Diluted | $ (1.13) | $ (0.63) | $ (0.19) | $ (0.26) | $ (0.73) | $ (0.26) | $ (0.77) | $ (0.81) | $ (2.38) | $ (2.39) | $ (1.16) |
Net Loss Per Share - Potentiall
Net Loss Per Share - Potentially Dilutive Securities Excluded from Diluted Net Loss Per Share (Detail) - shares | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potential dilutive securities excluded from diluted net loss per share attributable to common stockholders, Total | 12,411,471 | 5,551,325 | 2,212,431 |
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 loss per share attributable to common stockholders, Total | 1,941,472 | 1,757,309 | 1,577,317 |
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 loss per share attributable to common stockholders, Total | 3,678,957 | 3,259,926 | 301,069 |
Shares of common stock subject to convertible notes [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potential dilutive securities excluded from diluted net loss per share attributable to common stockholders, Total | 6,127,021 | 0 | 0 |
Shares of common stock subject to contingent consideration [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potential dilutive securities excluded from diluted net loss per share attributable to common stockholders, Total | 227,845 | 227,845 | 227,845 |
Restricted Stock Units (RSUs) [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potential dilutive securities excluded from diluted net loss per share attributable to common stockholders, Total | 436,176 | 306,245 | 106,200 |
Net Loss Per Share - Additional
Net Loss Per Share - Additional Information (Detail) - shares | Oct. 04, 2017 | Sep. 26, 2016 | Jun. 15, 2016 | Apr. 14, 2016 | Dec. 31, 2017 | Dec. 31, 2016 |
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 | 4,992,840 | 2,250,000 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value of Financial Assets and Liabilities Measured on Recurring Basis (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Liabilities | ||
Warrants to purchase common stock | $ 18,712 | $ 5,208 |
Recurring [Member] | ||
Assets | ||
Money market funds | 13,097 | 14,497 |
Liabilities | ||
Contingent consideration | 1,672 | 492 |
Common stock warrant liability | 18,712 | |
Derivative Liability | 14,600 | |
Warrants to purchase common stock | 5,208 | |
Total liabilities | 34,984 | 5,700 |
Fair Value Measured Using - (Level 1) [Member] | Recurring [Member] | ||
Assets | ||
Money market funds | 13,097 | 14,497 |
Liabilities | ||
Contingent consideration | 0 | 0 |
Common stock warrant liability | 0 | |
Derivative Liability | 0 | |
Warrants to purchase common stock | 0 | |
Total liabilities | 0 | 0 |
Fair Value Measured Using - (Level 2) [Member] | Recurring [Member] | ||
Assets | ||
Money market funds | 0 | 0 |
Liabilities | ||
Contingent consideration | 0 | 0 |
Common stock warrant liability | 0 | |
Derivative Liability | 0 | |
Warrants to purchase common stock | 0 | |
Total liabilities | 0 | 0 |
Fair Value Measured Using - (Level 3) [Member] | Recurring [Member] | ||
Assets | ||
Money market funds | 0 | 0 |
Liabilities | ||
Contingent consideration | 1,672 | 492 |
Common stock warrant liability | 18,712 | |
Derivative Liability | 14,600 | |
Warrants to purchase common stock | 5,208 | |
Total liabilities | $ 34,984 | $ 5,700 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Issuances, Changes in Fair Value and Classifications of Level 3 Financial Instruments (Detail) - Fair Value Measured Using - (Level 3) [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Significant Unobservable Inputs (Level 3) [Line Items] | ||
Beginning Balance | $ 5,700 | $ 948 |
Warrants issued in conjunction with Private Placement and Subsequent Financing on April 14, 2016 and June 15, 2016, respectively,and Placement Agent Warrants | 3,190 | 4,958 |
Exercise of warrants | (4,306) | |
Conversion of JGB Debt | (402) | |
Change in estimated fair value | 30,802 | (206) |
Ending Balance | 34,984 | 5,700 |
Common Stock Warrant Liability [Member] | ||
Significant Unobservable Inputs (Level 3) [Line Items] | ||
Beginning Balance | 5,208 | 0 |
Warrants issued in conjunction with Private Placement and Subsequent Financing on April 14, 2016 and June 15, 2016, respectively,and Placement Agent Warrants | 900 | 4,958 |
Exercise of warrants | (4,306) | |
Conversion of JGB Debt | 0 | |
Change in estimated fair value | 16,910 | 250 |
Ending Balance | 18,712 | 5,208 |
Contingent Consideration Liability [Member] | ||
Significant Unobservable Inputs (Level 3) [Line Items] | ||
Beginning Balance | 492 | 948 |
Warrants issued in conjunction with Private Placement and Subsequent Financing on April 14, 2016 and June 15, 2016, respectively,and Placement Agent Warrants | 0 | 0 |
Exercise of warrants | 0 | |
Conversion of JGB Debt | 0 | |
Change in estimated fair value | 1,180 | (456) |
Ending Balance | 1,672 | 492 |
Derivative Liability [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 | 2,290 | 0 |
Exercise of warrants | 0 | |
Conversion of JGB Debt | (402) | |
Change in estimated fair value | 12,712 | 0 |
Ending Balance | $ 14,600 | $ 0 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) | 12 Months Ended | |||
Dec. 31, 2017USD ($)CommercialTestshares | Dec. 31, 2016USD ($)shares | Dec. 31, 2015shares | 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 | |||
JGB Debt [Member] | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Warrant to purchase stock, shares | 1,338,326 | |||
Fair Value Measured Using - (Level 3) [Member] | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Increase in fair value of contingent consideration | $ | $ 30,802,000 | (206,000) | ||
Warrants outstanding | 2,076,007 | |||
Fair Value Measured Using - (Level 3) [Member] | Contingent Consideration Liability [Member] | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Increase in fair value of contingent consideration | $ | $ 1,180,000 | $ (456,000) | ||
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 | 227,845 | |
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 (the “IMX Milestone”). | |||
Number of commercial tests involving the measurement of cfDNA to be completed | CommercialTest | 2,500 | |||
Probability of the achievement | 100.00% | 80.00% |
Fair Value Measurements - Sum49
Fair Value Measurements - Summary of Common Stock Warrant and Derivative Liability Assumptions (Detail) - $ / shares | Mar. 15, 2017 | Dec. 31, 2017 | Dec. 31, 2016 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||
Stock Price | $ 7.34 | ||
Private Placement Warrant Common Stock Warrants [Member] | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||
Stock Price | 7.34 | $ 2.70 | |
Exercise Price | $ 1.12 | $ 4 | |
Remaining term (in years) | 5 years 3 months 14 days | 6 years 3 months 15 days | |
Volatility | 66.00% | 51.40% | |
Risk-free interest rate | 2.21% | 2.14% | |
Majority Shareholder Common Stock Warrant Liability [Member] | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||
Stock Price | $ 7.34 | $ 2.70 | |
Exercise Price | $ 4 | $ 4 | |
Remaining term (in years) | 5 years 5 months 15 days | 6 years 3 months 15 days | |
Volatility | 65.00% | 51.40% | |
Risk-free interest rate | 2.21% | 2.14% | |
Placement Agent Common Stock Warrant Liability [Member] | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||
Stock Price | $ 7.34 | $ 2.70 | |
Exercise Price | $ 1.12 | $ 3.99 | |
Remaining term (in years) | 3 years 3 months 14 days | 4 years 3 months 15 days | |
Volatility | 82.00% | 56.10% | |
Risk-free interest rate | 1.99% | 1.77% | |
JGB Common Stock Warrant Liability [Member] | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||
Stock Price | $ 2.15 | $ 7.34 | |
Exercise Price | $ 5 | $ 4.67 | |
Remaining term (in years) | 5 years 6 months | 4 years 8 months 15 days | |
Volatility | 54.00% | 30.00% | |
Risk-free interest rate | 2.06% | 1.89% | |
Derivative Liability [Member] | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||
Stock Price | $ 2.15 | $ 7.34 | |
Remaining term (in years) | 2 years 11 months 15 days | 2 years 1 month 28 days | |
Volatility | 54.00% | 69.00% | |
Risk-free interest rate | 1.72% | 2.14% |
Business Combinations - Additio
Business Combinations - Additional Information (Detail) | Mar. 15, 2018USD ($) | Dec. 01, 2017USD ($) | Nov. 14, 2017USD ($) | Jul. 01, 2017USD ($)$ / sharesshares | Jun. 30, 2017USD ($) | Jan. 20, 2017USD ($) | Jan. 01, 2017 | Apr. 14, 2016USD ($) | Apr. 14, 2016USD ($)shares | Apr. 14, 2016SEK (kr)shares | Dec. 31, 2017USD ($)$ / shares | Sep. 30, 2017USD ($) | Jun. 30, 2017USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Sep. 30, 2016USD ($) | Jun. 30, 2016USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2017USD ($)$ / shares | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Jul. 05, 2017USD ($) | Apr. 14, 2016SEK (kr)kr / shares |
Business Acquisition [Line Items] | ||||||||||||||||||||||||
Business acquisition deferred payment consideration | $ 0 | $ 5,700,000 | $ 0 | |||||||||||||||||||||
Noncontrolling interest | $ 180,000 | $ 279,000 | $ 279,000 | $ 180,000 | 279,000 | |||||||||||||||||||
Price per share of Allenex used to determine fair value of non controlling interest | $ / shares | $ 7.34 | $ 7.34 | ||||||||||||||||||||||
Total revenue | $ 12,503,000 | $ 12,191,000 | $ 12,046,000 | $ 11,584,000 | 10,859,000 | $ 12,475,000 | $ 10,735,000 | $ 6,562,000 | $ 48,324,000 | 40,631,000 | 28,144,000 | |||||||||||||
Net loss | 31,671,000 | $ 14,268,000 | $ 3,968,000 | $ 5,562,000 | 15,483,000 | $ 3,764,000 | $ 10,470,000 | $ 9,752,000 | 55,469,000 | 39,469,000 | 13,707,000 | |||||||||||||
Goodwill impairment | $ 0 | $ 1,958,000 | 13,021,000 | 0 | ||||||||||||||||||||
Allenex [Member] | ||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||
Percentage of share acquired | 98.30% | 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 | 1,375,029 | ||||||||||||||||||||||
Common stock value | $ 7,200,000 | $ 7,200,000 | ||||||||||||||||||||||
Business acquisition deferred payment consideration | $ 4,700,000 | $ 6,300,000 | $ 6,300,000 | $ 6,300,000 | kr 50,620,000 | |||||||||||||||||||
Fair value of business acquisition deferred payment consideration | $ 5,700,000 | |||||||||||||||||||||||
Business acquisition deferred payment date | Mar. 31, 2017 | Jul. 1, 2017 | ||||||||||||||||||||||
Escrow Deposit | $ 8,000,000 | |||||||||||||||||||||||
Deferred obligation including accrued interest | $ 6,300,000 | 2,100,000 | $ 2,100,000 | |||||||||||||||||||||
Business acquisition deferred payment extended date | Mar. 31, 2019 | Jul. 1, 2017 | ||||||||||||||||||||||
Conversion of deferred obligation into shares | $ 1,100,000 | |||||||||||||||||||||||
Shares issued upon conversion | shares | 1,022,544 | |||||||||||||||||||||||
Conversion into common stock per share price | $ / shares | $ 1.12 | |||||||||||||||||||||||
Portion of deferred obligation considered for extended maturity date | $ 2,900,000 | |||||||||||||||||||||||
Additional repayment amount of deferred obligation | $ 2,100,000 | |||||||||||||||||||||||
Payable date of deferred obligation additional repayment amount | Dec. 31, 2017 | |||||||||||||||||||||||
Percentage of accruing interest | 10.00% | |||||||||||||||||||||||
Percentage of non controlling interest | 1.70% | 1.70% | 1.70% | |||||||||||||||||||||
Noncontrolling interest | $ 600,000 | $ 600,000 | $ 180,000 | $ 279,000 | 279,000 | $ 180,000 | 279,000 | kr 5,100,000 | ||||||||||||||||
Price per share of Allenex used to determine fair value of non controlling interest | kr / shares | kr 2.48 | |||||||||||||||||||||||
Total revenue | 10,700,000 | |||||||||||||||||||||||
Net loss | 17,900,000 | |||||||||||||||||||||||
Goodwill impairment | $ 13,000,000 | |||||||||||||||||||||||
Allenex [Member] | Pro Forma [Member] | ||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||
Business acquisition of related cost expenses | $ 4,300,000 | $ 2,100,000 | ||||||||||||||||||||||
Allenex [Member] | Subsequent Event [Member] | Noncontrolling Interest [Member] | ||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||
Total purchase price combination of cash and common stock | $ 700,000 | |||||||||||||||||||||||
Allenex [Member] | Maximum [Member] | ||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||
Business acquisition deferred payment extended date | Mar. 31, 2019 | |||||||||||||||||||||||
Allenex [Member] | Former Majority Shareholders [Member] | ||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||
Business acquisition deferred payment consideration | $ 500,000 | |||||||||||||||||||||||
Percentage of accruing interest | 10.00% | |||||||||||||||||||||||
Reduction in deferred obligation | $ 500,000 | |||||||||||||||||||||||
Allenex [Member] | Former Majority Shareholders [Member] | Conditional Share Purchase Agreement | ||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||
Deferred purchase consideration including accrued interest paid | $ 4,700,000 | |||||||||||||||||||||||
Conexio [Member] | ||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||
Consideration paid for finished and unfinished goods acquired | 400,000 | |||||||||||||||||||||||
Acquisition related quarterly payments, percentage on gross revenue | 20.00% | |||||||||||||||||||||||
Aggregate periodic quarterly payments on gross revenue for the quarters march, june and september | $ 100,000 | |||||||||||||||||||||||
Conexio [Member] | Maximum [Member] | ||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||
Acquisition related quarterly payments on gross revenue | $ 700,000 | |||||||||||||||||||||||
Obligations and liabilities assumed for product warranty claims | $ 35,000 |
Business Combinations - Summary
Business Combinations - Summary of Noncontrolling Interest (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Business Acquisition [Line Items] | |||
Noncontrolling interest at January 1, 2017 | $ 279 | ||
Loss attributable to noncontrolling interest | (91) | $ (287) | $ 0 |
Noncontrolling interest at December 31, 2017 | 180 | 279 | |
Allenex [Member] | |||
Business Acquisition [Line Items] | |||
Noncontrolling interest at January 1, 2017 | 279 | ||
Foreign currency effect | (8) | ||
Loss attributable to noncontrolling interest | (91) | ||
Noncontrolling interest at December 31, 2017 | $ 180 | $ 279 |
Business Combinations - Acquisi
Business Combinations - 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 | $ 29,680 | $ 27,881 |
Product revenue | 15,101 | 15,957 |
Other revenue | 407 | 578 |
Total revenue | 45,188 | 44,416 |
Net loss | $ (32,319) | $ (17,050) |
Business Combinations - Summa53
Business Combinations - Summary of Fair Values of Assets Acquired and Liabilities Assumed as of Acquisition Date (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Jan. 20, 2017 | Dec. 31, 2016 |
Business Acquisition [Line Items] | |||
Goodwill | $ 12,005 | $ 13,839 | |
Conexio [Member] | |||
Business Acquisition [Line Items] | |||
Inventory | $ 1,040 | ||
Property, plant and equipment | 97 | ||
Intangible assets | 155 | ||
Goodwill | 85 | ||
Assumed liabilities | (82) | ||
Total preliminary acquisition consideration | $ 1,295 |
Business Combinations - Summa54
Business Combinations - Summary of Identified Intangible Assets Acquired at Acquisition Date (Detail) - Conexio [Member] $ in Thousands | Jan. 20, 2017USD ($) |
Business Acquisition [Line Items] | |
Estimated fair value of identified intangible assets | $ 155 |
Completed Technology [Member] | |
Business Acquisition [Line Items] | |
Estimated fair value of identified intangible assets | $ 127 |
Estimated useful life of identified intangible asset | 9 years |
Customer Relationships [Member] | |
Business Acquisition [Line Items] | |
Estimated fair value of identified intangible assets | $ 28 |
Estimated useful life of identified intangible asset | 9 years |
Goodwill and Intangible Asset55
Goodwill and Intangible Assets - Summary of Goodwill (Detail) - USD ($) $ in Thousands | Dec. 01, 2017 | Mar. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Indefinite Lived Intangible Assets By Major Class [Line Items] | |||||
Balance as of December 31, 2016 | $ 13,839 | ||||
Goodwill acquired | 85 | ||||
Goodwill impairment | $ 0 | (1,958) | $ (13,021) | $ 0 | |
Foreign currency translation adjustments | 39 | ||||
Balance as of December 31, 2017 | 12,005 | 13,839 | |||
Post-Transplant [Member] | |||||
Indefinite Lived Intangible Assets By Major Class [Line Items] | |||||
Balance as of December 31, 2016 | 12,005 | ||||
Goodwill acquired | 0 | ||||
Goodwill impairment | 0 | ||||
Foreign currency translation adjustments | 0 | ||||
Balance as of December 31, 2017 | 12,005 | 12,005 | |||
Pre-Transplant [Member] | |||||
Indefinite Lived Intangible Assets By Major Class [Line Items] | |||||
Balance as of December 31, 2016 | 1,834 | ||||
Goodwill acquired | 85 | ||||
Goodwill impairment | $ (2,000) | (1,958) | (13,000) | ||
Foreign currency translation adjustments | 39 | ||||
Balance as of December 31, 2017 | $ 0 | $ 1,834 |
Goodwill and Intangible Asset56
Goodwill and Intangible Assets - Additional Information (Detail) | Dec. 01, 2017USD ($) | Mar. 31, 2017USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2017USD ($)ReportingUnit | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 01, 2016USD ($) |
Goodwill And Intangible Assets [Line Items] | |||||||
Number of reporting units | ReportingUnit | 2 | ||||||
Goodwill impairment | $ 0 | $ 1,958,000 | $ 13,021,000 | $ 0 | |||
Description of goodwill impairment method for fair value determination | determined that the fair value of the reporting units exceeded the respective carrying values. | ||||||
Description of annual goodwill impairment test | On January 1, 2017, the Company adopted ASU 2017-04, which eliminated the Step 2 requirement of the goodwill impairment test. Instead, the goodwill impairment test is performed by comparing the fair value of a reporting unit with its carrying amount. The new standard simplifies how an entity is required to test goodwill for impairment and reduces the cost and complexity of evaluating goodwill for impairment. The Company determined that the decrease in its market capitalization constituted an indicator of impairment and therefore a goodwill impairment test was completed as of March 31, 2017. | ||||||
Amortization expense of intangible assets | $ 2,600,000 | 1,700,000 | $ 0 | ||||
Acquired in process technology | 6,700,000 | ||||||
Cost of Product [Member] | |||||||
Goodwill And Intangible Assets [Line Items] | |||||||
Amortization expense of intangible assets | 1,500,000 | 1,000,000 | |||||
Sales and marketing [Member] | |||||||
Goodwill And Intangible Assets [Line Items] | |||||||
Amortization expense of intangible assets | 1,000,000 | 700,000 | |||||
Cost of Testing [Member] | |||||||
Goodwill And Intangible Assets [Line Items] | |||||||
Amortization expense of intangible assets | 100,000 | ||||||
Pre-Transplant [Member] | |||||||
Goodwill And Intangible Assets [Line Items] | |||||||
Fair value of reporting unit | $ 3,500,000 | $ 3,500,000 | $ 1,700,000 | ||||
Goodwill impairment | $ 2,000,000 | $ 1,958,000 | $ 13,000,000 | ||||
Description of goodwill impairment method for fair value determination | determined that the fair value of the Pre-Transplant reporting unit was $3.5 million, which was lower than its carrying value. | 0 | |||||
Reporting unit, discount rate | 16.60% | 16.60% | 16.80% | ||||
Reporting unit, terminal growth rate | 3.20% | 3.20% | 3.20% | ||||
Reporting unit, capitalization multiple | $ 7.48 | $ 7.48 | $ 7.37 | ||||
Pre-Transplant [Member] | Maximum [Member] | |||||||
Goodwill And Intangible Assets [Line Items] | |||||||
Goodwill impairment | $ 2,000,000 |
Goodwill and Intangible Asset57
Goodwill and Intangible Assets - Summary of Intangible Assets (Detail) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017USD ($) | ||
Intangible assets with finite lives: | ||
Acquisition Cost | $ 37,875 | |
Accumulated Amortization | (4,166) | |
Foreign Currency Translation | (570) | |
Net Carrying Amount | 33,139 | |
Customer Relationships [Member] | Olerup [Member] | ||
Intangible assets with finite lives: | ||
Acquisition Cost | 12,650 | |
Accumulated Amortization | (1,394) | |
Foreign Currency Translation | (250) | |
Net Carrying Amount | $ 11,006 | |
Estimated useful life of identified intangible asset | 13 years | |
Customer Relationships [Member] | Conexio [Member] | ||
Intangible assets with finite lives: | ||
Acquisition Cost | $ 28 | |
Accumulated Amortization | (3) | |
Foreign Currency Translation | 1 | |
Net Carrying Amount | $ 26 | |
Estimated useful life of identified intangible asset | 8 years 1 month 6 days | |
Developed Technology [Member] | SSP [Member] | ||
Intangible assets with finite lives: | ||
Acquisition Cost | $ 11,650 | |
Accumulated Amortization | (1,942) | |
Foreign Currency Translation | (258) | |
Net Carrying Amount | $ 9,450 | |
Estimated useful life of identified intangible asset | 8 years | |
Acquired Technology - QTYPE | ||
Intangible assets with finite lives: | ||
Acquisition Cost | $ 4,510 | |
Accumulated Amortization | (376) | |
Foreign Currency Translation | (84) | |
Net Carrying Amount | $ 4,050 | |
Estimated useful life of identified intangible asset | 13 years | |
Acquired Technology SBT [Member] | ||
Intangible assets with finite lives: | ||
Acquisition Cost | $ 127 | |
Accumulated Amortization | (14) | |
Foreign Currency Translation | 5 | |
Net Carrying Amount | $ 118 | |
Estimated useful life of identified intangible asset | 8 years 1 month 6 days | |
Acquired Technology dd-cfDNA [Member] | ||
Intangible assets with finite lives: | ||
Acquisition Cost | $ 6,650 | [1] |
Accumulated Amortization | (127) | [1] |
Foreign Currency Translation | 0 | [1] |
Net Carrying Amount | $ 6,523 | [1] |
Estimated useful life of identified intangible asset | 12 years 10 months 24 days | [1] |
Trademarks [Member] | ||
Intangible assets with finite lives: | ||
Acquisition Cost | $ 2,260 | |
Accumulated Amortization | (310) | |
Foreign Currency Translation | 16 | |
Net Carrying Amount | $ 1,966 | |
Estimated useful life of identified intangible asset | 13 years | |
[1] | The dd-cfDNA balance was initially classified as acquired in-process technology upon the acquisition of IMX in 2014, but was reclassified as an intangible asset with a finite life on September 30, 2017 based on confirmation of the Medicare reimbursement rate for AlloSure, the Company’s dd-cfDNA solution, which was commercially launched on October 9, 2017. |
Goodwill and Intangible Asset58
Goodwill and Intangible Assets - Summary of Estimated Future Amortization Expense of Intangible Assets (Detail) $ in Thousands | Dec. 31, 2017USD ($) |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |
2,018 | $ 3,017 |
2,019 | 3,017 |
2,020 | 3,017 |
2,021 | 3,017 |
2,022 | 3,017 |
Thereafter | 18,054 |
Net Carrying Amount | 33,139 |
Cost of Product [Member] | |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |
2,018 | 2,016 |
2,019 | 2,016 |
2,020 | 2,016 |
2,021 | 2,016 |
2,022 | 2,016 |
Thereafter | 10,062 |
Net Carrying Amount | 20,142 |
Sales and marketing [Member] | |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |
2,018 | 1,001 |
2,019 | 1,001 |
2,020 | 1,001 |
2,021 | 1,001 |
2,022 | 1,001 |
Thereafter | 7,992 |
Net Carrying Amount | $ 12,997 |
Balance Sheet Components - Summ
Balance Sheet Components - Summary of Inventory (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 2,569 | $ 4,199 |
Work in progress | 1,471 | 159 |
Raw materials | 1,489 | 1,103 |
Total inventory | $ 5,529 | $ 5,461 |
Balance Sheet Components - Comp
Balance Sheet Components - Components of Property and Equipment (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 17,559 | $ 17,086 |
Less: Accumulated depreciation and amortization | (15,484) | (14,155) |
Property and equipment, net | 2,075 | 2,931 |
Laboratory equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 5,188 | 5,065 |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 5,194 | 5,111 |
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 | 4,734 | 4,661 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 1,618 | $ 1,424 |
Balance Sheet Components - Addi
Balance Sheet Components - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Balance Sheet Components [Line Items] | |||
Accumulated amortization | $ 15,484,000 | $ 14,155,000 | |
Amortization expense, included in depreciation and amortization expense | 135,000 | 204,000 | $ 79,000 |
Laboratory, Computer, and Office Equipment [Member] | |||
Balance Sheet Components [Line Items] | |||
Assets purchased under capital leases | 1,400,000 | 2,500,000 | |
Accumulated amortization | 1,300,000 | 2,300,000 | |
Property, Plant & Equipment and Capital Leases [Member] | |||
Balance Sheet Components [Line Items] | |||
Depreciation expense | $ 1,200,000 | $ 1,200,000 | $ 800,000 |
Balance Sheet Components - Co62
Balance Sheet Components - Components of Accrued Expenses and Other Current Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Payables And Accruals [Abstract] | ||
Clinical studies | $ 1,115 | $ 1,375 |
Professional fees | 475 | 620 |
Test sample processing fees | 633 | 524 |
Deferred rent – current portion | 419 | 374 |
Uninvoiced receipts | 253 | 0 |
Accrued overpayments and refunds | 270 | 281 |
Software implementation costs | 94 | 176 |
Accrued interest payable | 81 | 862 |
Capital leases – current portion | 13 | 68 |
Debt financing fees | 0 | 600 |
Other accrued expenses | 382 | 440 |
Total accrued and other liabilities | $ 3,735 | $ 5,320 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | Mar. 02, 2017 | Jan. 20, 2017 | Jul. 15, 2016 | Apr. 25, 2016 | Dec. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Loss Contingencies [Line Items] | ||||||||
Leases expiration period | 2,020 | |||||||
Rent expense under non-cancelable operating leases | $ 1,700,000 | $ 1,500,000 | $ 1,000,000 | |||||
License and maintenance fees | 100,000 | |||||||
Damages sought | $ 1,300,000 | |||||||
Oberland Complaint [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Damages sought | $ 1,400,000 | |||||||
Amount accrued for claim | $ 1,400,000 | 600,000 | ||||||
Settlement amount | $ (600,000) | |||||||
Conexio [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Acquisition related quarterly payments, percentage on gross revenue | 20.00% | |||||||
Periodic quarterly payments paid | 400,000 | |||||||
Conexio [Member] | Maximum [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Acquisition related quarterly payments on gross revenue | $ 700,000 | |||||||
Unpaid Royalties [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Royalty expenses | $ 0 | $ 900,000 | $ 1,100,000 | $ 1,000,000 |
Commitments and Contingencies64
Commitments and Contingencies - Future Minimum Lease Commitments under Operating and Capital Leases (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Commitments And Contingencies Disclosure [Abstract] | ||
Capital Leases, 2018 | $ 25 | |
Capital Leases, 2019 | 5 | |
Capital Leases, 2020 | 0 | |
Capital Leases, 2021 | 0 | |
Capital Leases, 2022 and thereafter | 0 | |
Total minimum lease payments under capital leases | 30 | |
Less: amounts representing interest of capital leases | (3) | |
Capital Leases, Present value of minimum lease payments | 27 | |
Less: current portion of obligations under capital leases | (13) | $ (68) |
Long-term portion of obligations under capital leases | 14 | |
Operating leases, 2018 | 2,209 | |
Operating leases, 2019 | 2,149 | |
Operating leases, 2020 | 2,104 | |
Operating leases, 2021 | 10 | |
Operating leases, 2022 and thereafter | 8 | |
Total minimum lease payments under operating leases | $ 6,480 |
Collaboration and Licensing A65
Collaboration and Licensing Agreements - Additional Information (Detail) | 1 Months Ended | 12 Months Ended | |||||
Jul. 31, 2013USD ($) | Jun. 30, 2013USD ($) | Jun. 30, 2013EUR (€) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | 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 | $ 29,000 | $ 21,000 | |||||
Refundable upfront payments | $ 263,000 | € 250,000 | |||||
Upfront cash payment | 408,000 | € 387,500 | |||||
Revenues recognized from the arrangement | 39,000 | 2,000 | $ 46,000 | ||||
Royalty revenues | 500,000 | 200,000 | $ 200,000 | ||||
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, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 |
Debt Instrument [Line Items] | ||||||||
Current portion of long-term debt | $ 15,721 | $ 22,846 | ||||||
Long-term debt, net of current portion | 18,338 | $ 21,174 | $ 0 | $ 0 | 1,098 | $ 8,496 | $ 10,072 | $ 11,368 |
JGB Debt [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Current portion of long-term debt | 7,743 | 0 | ||||||
Long-term debt, net of current portion | 14,168 | 0 | ||||||
Danske Bank Term Loan & Credit Facility [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Current portion of long-term debt | 6,763 | 7,376 | ||||||
East West Bank Loan [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Current portion of long-term debt | 0 | 12,614 | ||||||
FastPartner Subordinated Promissory Notes [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Current portion of long-term debt | 0 | 1,692 | ||||||
Long-term debt, net of current portion | 2,400 | 0 | ||||||
Al Amoudi Subordinated Promissory Notes [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Current portion of long-term debt | 0 | 1,164 | ||||||
Long-term debt, net of current portion | 1,770 | 0 | ||||||
SSP Primers Loan [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Current portion of long-term debt | 1,215 | 0 | ||||||
Long-term debt, net of current portion | $ 0 | $ 1,098 |
Debt - Additional Information (
Debt - Additional Information (Detail) | Feb. 26, 2018USD ($) | Feb. 26, 2018SEK (kr) | Oct. 10, 2017$ / sharesshares | Oct. 05, 2017$ / sharesshares | Oct. 05, 2017USD ($)$ / sharesshares | Jul. 01, 2017USD ($)$ / sharesshares | Jul. 01, 2017SEK (kr)shares | Mar. 15, 2017USD ($)$ / sharesshares | Mar. 07, 2016USD ($) | Dec. 29, 2015USD ($) | Jun. 18, 2015USD ($) | Feb. 25, 2015USD ($) | Feb. 25, 2015SEK (kr) | Jun. 28, 2013USD ($) | Jun. 25, 2013USD ($) | Oct. 31, 2017USD ($) | Oct. 31, 2017SEK (kr) | Mar. 31, 2017USD ($) | Mar. 22, 2018USD ($)shares | Sep. 30, 2017USD ($) | Dec. 31, 2017USD ($)shares | Dec. 31, 2017SEK (kr)shares | Dec. 31, 2016USD ($)shares | Dec. 31, 2015USD ($) | Mar. 01, 2018USD ($) | Dec. 31, 2017SEK (kr) | Oct. 09, 2017$ / shares | Oct. 04, 2017$ / shares | Jul. 03, 2017$ / shares | Jul. 02, 2017$ / shares | Dec. 31, 2016SEK (kr) | Aug. 04, 2016USD ($) | Aug. 04, 2016SEK (kr) | Mar. 07, 2016SEK (kr) | Dec. 29, 2015SEK (kr) | Jun. 18, 2015SEK (kr) | Feb. 25, 2015SEK (kr) | Jan. 30, 2015USD ($) | Jun. 28, 2013SEK (kr) | Jun. 25, 2013SEK (kr) |
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Total accrued interest on debt | $ 300,000 | $ 900,000 | ||||||||||||||||||||||||||||||||||||||
Current portion of accrued interest | 81,000 | 862,000 | ||||||||||||||||||||||||||||||||||||||
Proceeds from debt, net of issuance costs | 24,002,000 | 0 | $ 15,625,000 | |||||||||||||||||||||||||||||||||||||
Pay-off of term debt | $ 11,200,000 | |||||||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 20,000,000 | |||||||||||||||||||||||||||||||||||||||
Current debt | $ 15,721,000 | $ 22,846,000 | ||||||||||||||||||||||||||||||||||||||
Debt extinguishment charges | $ 200,000 | |||||||||||||||||||||||||||||||||||||||
Prepayment penalty on loan | 0.00% | 0.00% | ||||||||||||||||||||||||||||||||||||||
Allenex [Member] | ||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Shares issued upon conversion | shares | 1,022,544 | 1,022,544 | ||||||||||||||||||||||||||||||||||||||
Conversion into common stock per share price | $ / shares | $ 1.12 | |||||||||||||||||||||||||||||||||||||||
S S P Primers Aktieboulag [Member] | Allenex [Member] | ||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Debt instrument maturity date | Feb. 26, 2018 | Feb. 26, 2018 | ||||||||||||||||||||||||||||||||||||||
Interest rate | 3.00% | 3.00% | ||||||||||||||||||||||||||||||||||||||
Loan agreement initiation date | Feb. 25, 2015 | Feb. 25, 2015 | ||||||||||||||||||||||||||||||||||||||
Term loan facility amount outstanding | $ 1,200,000 | kr 10,000,000 | ||||||||||||||||||||||||||||||||||||||
Principle amount of loan agreement | $ 1,500,000 | kr 14,000,000 | ||||||||||||||||||||||||||||||||||||||
S S P Primers Aktieboulag [Member] | Allenex [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Repayments of outstanding principal | $ 1,200,000 | kr 10,000,000 | ||||||||||||||||||||||||||||||||||||||
Accrued interest paid | $ 100,000 | kr 650,000 | ||||||||||||||||||||||||||||||||||||||
Term Loan Facility [Member] | Allenex [Member] | ||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Term loan facility amount outstanding | $ 6,100,000 | kr 50,000,000 | ||||||||||||||||||||||||||||||||||||||
Term loan credit facility amount payable | $ 5,700,000 | kr 47,000,000 | ||||||||||||||||||||||||||||||||||||||
Term Loan Facility [Member] | Danske Bank A S [Member] | ||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Conditional principal repayment amount | $ 700,000 | kr 6,000,000 | ||||||||||||||||||||||||||||||||||||||
Term Loan Facility [Member] | Danske Bank A S [Member] | Allenex [Member] | ||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 7,800,000 | kr 71,000,000 | ||||||||||||||||||||||||||||||||||||||
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 | kr 1,000,000 | ||||||||||||||||||||||||||||||||||||||
Interest rate basis spread | 3.00% | |||||||||||||||||||||||||||||||||||||||
Interest rate, description | 0 | 0 | ||||||||||||||||||||||||||||||||||||||
Quarterly Payments in March 2018 [Member] | Allenex [Member] | ||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Term loan credit facility amount payable | $ 400,000 | kr 3,000,000 | ||||||||||||||||||||||||||||||||||||||
Short Term Credit Facility [Member] | Danske Bank A S [Member] | Allenex [Member] | ||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 900,000 | $ 1,200,000 | kr 10,000,000 | kr 8,000,000 | ||||||||||||||||||||||||||||||||||||
Loan agreement initiation date | Jun. 18, 2015 | |||||||||||||||||||||||||||||||||||||||
Short term credit facility | 700,000 | kr 5,676,000 | ||||||||||||||||||||||||||||||||||||||
East West Bank Loan [Member] | ||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Current debt | $ 0 | $ 12,614,000 | ||||||||||||||||||||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Shares issued upon conversion | shares | 288,022 | 288,022 | 4,630,145 | |||||||||||||||||||||||||||||||||||||
Payable on February 25, 2016 [Member] | S S P Primers Aktieboulag [Member] | Allenex [Member] | ||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Loan agreement, periodic payment | $ 400,000 | kr 4,000,000 | ||||||||||||||||||||||||||||||||||||||
Date of loan agreement payable | Mar. 7, 2016 | Mar. 7, 2016 | ||||||||||||||||||||||||||||||||||||||
JGB Debt [Member] | ||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 27,780,000 | |||||||||||||||||||||||||||||||||||||||
Proceeds from debt, net of issuance costs | 24,000,000 | |||||||||||||||||||||||||||||||||||||||
Pay-off of term debt | 11,200,000 | |||||||||||||||||||||||||||||||||||||||
Minimum cash requirement | $ 9,400,000 | $ 9,400,000 | ||||||||||||||||||||||||||||||||||||||
Debt instrument maturity date | Feb. 28, 2020 | |||||||||||||||||||||||||||||||||||||||
Interest rate | 9.50% | |||||||||||||||||||||||||||||||||||||||
Debentures convertible into common stock | shares | 6,092,105 | |||||||||||||||||||||||||||||||||||||||
Conversion price per share | $ / shares | $ 4.33 | $ 4.34 | $ 4.34 | $ 4.56 | $ 4.34 | $ 4.40 | $ 4.40 | $ 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. | |||||||||||||||||||||||||||||||||||||||
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% | |||||||||||||||||||||||||||||||||||||||
Shares issued upon conversion | shares | 1,022,544 | 1,022,544 | ||||||||||||||||||||||||||||||||||||||
Conversion into common stock per share price | $ / shares | $ 1.12 | |||||||||||||||||||||||||||||||||||||||
Current debt | $ 7,743,000 | $ 0 | ||||||||||||||||||||||||||||||||||||||
JGB Debt [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Minimum cash requirement | $ 9,400,000 | |||||||||||||||||||||||||||||||||||||||
Debentures convertible into common stock | shares | 4,800,530 | |||||||||||||||||||||||||||||||||||||||
Debentures convertible into common stock, outstanding principal amount | $ 20,800,000 | |||||||||||||||||||||||||||||||||||||||
JGB Debt [Member] | FastPartner AB [Member] | Allenex [Member] | ||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Debt instrument interest rate | 8.00% | 8.00% | ||||||||||||||||||||||||||||||||||||||
JGB Debt [Member] | Mohammed Al Amoudi [Member] | Allenex [Member] | ||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Debt instrument interest rate | 6.00% | 6.00% | ||||||||||||||||||||||||||||||||||||||
JGB Debt [Member] | Common Stock [Member] | ||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Debentures convertible into common stock | shares | 288,022 | |||||||||||||||||||||||||||||||||||||||
Conversion into common stock per share price | $ / shares | $ 4.34 | $ 4.34 | ||||||||||||||||||||||||||||||||||||||
Common stock shares issued | shares | 651,240 | 288,022 | ||||||||||||||||||||||||||||||||||||||
Debentures convertible into common stock, outstanding principal amount | $ 1,250,000 | |||||||||||||||||||||||||||||||||||||||
JGB Debt [Member] | If Debentures are Prepaid on or Prior to March 1, 2018 [Member] | ||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Prepayment premium percentage on principal amount | 15.00% | 15.00% | ||||||||||||||||||||||||||||||||||||||
JGB Debt [Member] | If the Debentures are Prepaid After March 1, 2018 but Prior to March 1, 2019 [Member] | ||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Prepayment premium percentage on principal amount | 8.00% | 8.00% | ||||||||||||||||||||||||||||||||||||||
JGB Debt [Member] | If the Debentures are Prepaid on or After March 1, 2019 [Member] | ||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Prepayment premium percentage on principal amount | 5.00% | 5.00% | ||||||||||||||||||||||||||||||||||||||
JGB Debt [Member] | If Debenture is accelerated prior to March 1, 2018 [Member] | ||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Percentage of debt principal and interest outstanding repayment | 115.00% | |||||||||||||||||||||||||||||||||||||||
JGB Debt [Member] | If Debenture is accelerated after March 1, 2018 but prior to March 1, 2019 [Member] | ||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Percentage of debt principal and interest outstanding repayment | 108.00% | |||||||||||||||||||||||||||||||||||||||
JGB Debt [Member] | If Debenture is accelerated after March 1, 2019 [Member] | ||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Percentage of debt principal and interest outstanding repayment | 105.00% | |||||||||||||||||||||||||||||||||||||||
Subordinated Promissory Note [Member] | FastPartner AB [Member] | Allenex [Member] | ||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 400,000 | $ 200,000 | $ 1,000,000 | kr 4,000,000 | kr 2,000,000 | kr 9,400,000 | ||||||||||||||||||||||||||||||||||
Debt instrument maturity date | Mar. 31, 2019 | Mar. 31, 2019 | ||||||||||||||||||||||||||||||||||||||
Interest rate | 10.00% | 10.00% | 10.00% | 10.00% | 10.00% | 10.00% | ||||||||||||||||||||||||||||||||||
Issuance date | Mar. 7, 2016 | Dec. 29, 2015 | Jun. 28, 2013 | |||||||||||||||||||||||||||||||||||||
Debt instrument repayment of principal amount outstanding | $ 1,900,000 | kr 15,400,000 | ||||||||||||||||||||||||||||||||||||||
Debt instrument accrued interest | $ 500,000 | |||||||||||||||||||||||||||||||||||||||
Debt instrument interest rate | 10.00% | 10.00% | ||||||||||||||||||||||||||||||||||||||
Subordinated Promissory Note [Member] | Mohammed Al Amoudi [Member] | Allenex [Member] | ||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 1,200,000 | kr 10,600,000 | ||||||||||||||||||||||||||||||||||||||
Debt instrument maturity date | Mar. 31, 2019 | Mar. 31, 2019 | Jul. 1, 2017 | |||||||||||||||||||||||||||||||||||||
Interest rate | 10.00% | 10.00% | ||||||||||||||||||||||||||||||||||||||
Issuance date | Jun. 28, 2013 | |||||||||||||||||||||||||||||||||||||||
Debt instrument repayment of principal amount outstanding | $ 1,300,000 | kr 10,600,000 | ||||||||||||||||||||||||||||||||||||||
Debt instrument accrued interest | $ 500,000 | |||||||||||||||||||||||||||||||||||||||
Debt instrument interest rate | 10.00% | 10.00% | ||||||||||||||||||||||||||||||||||||||
Accrued and Other Liabilities [Member] | ||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Current portion of accrued interest | $ 100,000 | 0 | ||||||||||||||||||||||||||||||||||||||
Other Liabilities [Member] | ||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Long-term portion of accrued interest | $ 200,000 | $ 0 |
Debt - Schedule of Future Debt
Debt - Schedule of Future Debt Maturities (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 |
Equity Method Investments And Cost Method Investments [Abstract] | ||||||||
2,018 | $ 17,353 | |||||||
2,019 | 15,420 | |||||||
2,020 | 5,905 | |||||||
Total debt maturities | 38,678 | |||||||
Less: debt discount and issuance costs | (4,619) | |||||||
Total debt maturities, net of debt discount and issuance costs | 34,059 | |||||||
Less: current portion, of long-term debt | (15,721) | $ (22,846) | ||||||
Long-term debt, net of current portion | $ 18,338 | $ 21,174 | $ 0 | $ 0 | $ 1,098 | $ 8,496 | $ 10,072 | $ 11,368 |
Debt - Carrying Value of Debt o
Debt - Carrying Value of Debt on Issuance Date (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Mar. 15, 2017 |
Debt Instrument [Line Items] | ||
Total debt discount | $ (4,619) | |
JGB Debt [Member] | ||
Debt Instrument [Line Items] | ||
Debt Principal | $ 27,780 | |
Less: Issuance cost | (998) | |
Original issue discount | (2,780) | |
Original warrant valuation | (900) | |
Embedded Derivative Liability | (2,290) | |
Total debt discount | (6,968) | |
Carrying Value | $ 20,812 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Oct. 10, 2017 | Oct. 05, 2017 | Oct. 04, 2017 | Sep. 26, 2016 | Jun. 15, 2016 | Apr. 14, 2016 | Dec. 31, 2017 | Sep. 30, 2017 | Jul. 03, 2017 | Jul. 02, 2017 |
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 | |||||||||
Warrants outstanding | 1,002,507 | |||||||||
JGB Debt [Member] | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Warrant to purchase stock, shares | 1,338,326 | |||||||||
M.M. Dillon & Co. Group [Member] | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Placement fees | $ 200 | |||||||||
Warrant to purchase stock, shares | 100,000 | |||||||||
Former Majority Shareholders [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 | ||||||||
Common Stock [Member] | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Proceeds from issuance of private placement offer | 1,900 | $ 1,000 | ||||||||
Warrants outstanding | 3,678,957 | |||||||||
Common Stock [Member] | JGB Debt [Member] | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Common stock shares issued | 651,240 | 288,022 | ||||||||
Common stock offer price per share | $ 4.34 | |||||||||
Warrants outstanding | 1,250,000 | |||||||||
Conversion of debentures into shares of common stock | $ 1,250 | |||||||||
Common Stock [Member] | Former Majority Shareholders [Member] | JGB Debt [Member] | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Warrants outstanding | 1,296,679 | |||||||||
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 | |||||||||
Private Placement [Member] | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Securities purchase agreement private placement units description | 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). | |||||||||
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 | ||||||||
Warrants outstanding | 1,775,580 | 1,975,580 | ||||||||
Placement fees | $ 1,100 | |||||||||
Private Placement [Member] | Placement Agents [Member] | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Warrants outstanding | 200,000 | |||||||||
Private Placement [Member] | Common Stock [Member] | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Warrants outstanding | 1,022,544 | |||||||||
2016 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 | |||||||||
2017 Public Offering [Member] | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Common stock shares issued | 4,992,840 | 4,341,600 | ||||||||
Common stock offer price per share | $ 4 | $ 4 | ||||||||
Net proceeds from common stock shares issued at public offering | $ 18,300 | |||||||||
Exercisable period for option to purchase additional shares of common stock by the underwriters | 30 days | |||||||||
Maximum additional shares granted to underwriters upon exercise of option | 651,240 | |||||||||
2017 Public Offering [Member] | Common Stock [Member] | JGB Debt [Member] | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Warrants outstanding | 1,338,326 | 1,332,620 | 1,296,679 | 1,296,679 | ||||||
Over-allotments [Member] | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Common stock shares issued | 651,240 | |||||||||
Over-allotments [Member] | Common Stock [Member] | JGB Debt [Member] | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Common stock shares issued | 651,240 | |||||||||
Warrants outstanding | 1,338,326 | 1,332,620 |
Warrants - Additional Informati
Warrants - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Oct. 10, 2017 | Oct. 05, 2017 | Oct. 04, 2017 | Apr. 14, 2016 | Dec. 31, 2017 | Dec. 31, 2017 | Sep. 30, 2017 | Jul. 03, 2017 | Jul. 02, 2017 | Mar. 15, 2017 | Dec. 31, 2016 | Sep. 26, 2016 | Sep. 25, 2016 | Jun. 15, 2016 | |||
Class Of Warrant Or Right [Line Items] | |||||||||||||||||
Estimated fair value of warrants | $ 1,700 | ||||||||||||||||
Warrants issued | 1,002,507 | ||||||||||||||||
Common stock warrant liability | $ 18,712 | $ 18,712 | $ 5,208 | ||||||||||||||
Estimated fair value of warrant liability remeasurement expense | 11,300 | ||||||||||||||||
JGB Debt [Member] | |||||||||||||||||
Class Of Warrant Or Right [Line Items] | |||||||||||||||||
Common stock warrant liability | 6,600 | 6,600 | $ 900 | ||||||||||||||
Estimated fair value of warrant liability remeasurement expense | $ 4,000 | $ 5,700 | |||||||||||||||
Exercise Price | $ 5 | $ 5 | |||||||||||||||
Maximum [Member] | JGB Debt [Member] | |||||||||||||||||
Class Of Warrant Or Right [Line Items] | |||||||||||||||||
Warrants exercisable date | Sep. 15, 2022 | ||||||||||||||||
Minimum [Member] | JGB Debt [Member] | |||||||||||||||||
Class Of Warrant Or Right [Line Items] | |||||||||||||||||
Warrants exercisable date | Sep. 16, 2017 | ||||||||||||||||
Common Stock [Member] | |||||||||||||||||
Class Of Warrant Or Right [Line Items] | |||||||||||||||||
Warrants issued | 3,678,957 | 3,678,957 | |||||||||||||||
Common Stock [Member] | JGB Debt [Member] | |||||||||||||||||
Class Of Warrant Or Right [Line Items] | |||||||||||||||||
Warrants issued | 1,250,000 | ||||||||||||||||
Exercise Price | $ 5 | ||||||||||||||||
Warrants exercisable date | Mar. 15, 2017 | ||||||||||||||||
Common stock shares sold | 651,240 | 288,022 | |||||||||||||||
Common Stock [Member] | JGB Debt [Member] | Former Majority Shareholders [Member] | |||||||||||||||||
Class Of Warrant Or Right [Line Items] | |||||||||||||||||
Warrants issued | 1,296,679 | ||||||||||||||||
Exercise Price | $ 4.82 | ||||||||||||||||
Common Stock [Member] | Maximum [Member] | JGB Debt [Member] | |||||||||||||||||
Class Of Warrant Or Right [Line Items] | |||||||||||||||||
Warrants issued | 1,250,000 | 1,250,000 | |||||||||||||||
Private Placement [Member] | |||||||||||||||||
Class Of Warrant Or Right [Line Items] | |||||||||||||||||
Estimated fair value of warrants | $ 3,300 | ||||||||||||||||
Warrants issued | 1,975,580 | 1,775,580 | |||||||||||||||
Exercise Price | $ 4 | $ 4.98 | |||||||||||||||
Common stock shares sold | 591,860 | ||||||||||||||||
Private Placement [Member] | Common Stock [Member] | |||||||||||||||||
Class Of Warrant Or Right [Line Items] | |||||||||||||||||
Warrants issued | 1,022,544 | ||||||||||||||||
Exercise Price | $ 1.12 | ||||||||||||||||
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] | Accredited Investors [Member] | Common Stock [Member] | |||||||||||||||||
Class Of Warrant Or Right [Line Items] | |||||||||||||||||
Exercise Price | $ 4 | 4.98 | |||||||||||||||
Warrants exercisable date | Apr. 14, 2016 | ||||||||||||||||
Private Placement [Member] | Accredited Investors [Member] | Class Of Warrant Or Right Issued on April 2016 [Member] | Common Stock [Member] | |||||||||||||||||
Class Of Warrant Or Right [Line Items] | |||||||||||||||||
Warrants issued | [1] | 904,800 | 904,800 | ||||||||||||||
Exercise Price | $ 4 | $ 1.12 | [1] | $ 1.12 | [1] | ||||||||||||
Private Placement [Member] | Placement Agents [Member] | |||||||||||||||||
Class Of Warrant Or Right [Line Items] | |||||||||||||||||
Estimated fair value of warrants | $ 300 | ||||||||||||||||
Warrants issued | 200,000 | ||||||||||||||||
Private Placement [Member] | Placement Agents [Member] | Common Stock [Member] | |||||||||||||||||
Class Of Warrant Or Right [Line Items] | |||||||||||||||||
Warrants exercisable date | Apr. 14, 2016 | ||||||||||||||||
Private Placement [Member] | Placement Agents [Member] | Class Of Warrant Or Right Issued on April 2016 [Member] | Common Stock [Member] | |||||||||||||||||
Class Of Warrant Or Right [Line Items] | |||||||||||||||||
Warrants issued | [2] | 168,700 | 168,700 | ||||||||||||||
Exercise Price | $ 3.99 | $ 1.12 | [2] | $ 1.12 | [2] | ||||||||||||
Private Placement and Subsequent Financing [Member] | |||||||||||||||||
Class Of Warrant Or Right [Line Items] | |||||||||||||||||
Common stock warrant liability | $ 5,000 | $ 12,200 | $ 12,200 | $ 5,200 | |||||||||||||
Subsequent Financing [Member] | |||||||||||||||||
Class Of Warrant Or Right [Line Items] | |||||||||||||||||
Warrants issued | 1,002,507 | ||||||||||||||||
Exercise Price | $ 4 | 4.98 | |||||||||||||||
Subsequent Financing [Member] | Common Stock [Member] | |||||||||||||||||
Class Of Warrant Or Right [Line Items] | |||||||||||||||||
Exercise Price | $ 4 | $ 4.98 | |||||||||||||||
Warrants exercisable date | Jun. 15, 2016 | ||||||||||||||||
2017 Public Offering [Member] | |||||||||||||||||
Class Of Warrant Or Right [Line Items] | |||||||||||||||||
Common stock shares sold | 4,992,840 | 4,341,600 | |||||||||||||||
2017 Public Offering [Member] | Common Stock [Member] | JGB Debt [Member] | |||||||||||||||||
Class Of Warrant Or Right [Line Items] | |||||||||||||||||
Warrants issued | 1,338,326 | 1,332,620 | 1,296,679 | 1,296,679 | 1,296,679 | ||||||||||||
Exercise Price | $ 4.67 | $ 4.69 | $ 4.82 | $ 4.82 | $ 4.82 | ||||||||||||
Over-allotments [Member] | |||||||||||||||||
Class Of Warrant Or Right [Line Items] | |||||||||||||||||
Common stock shares sold | 651,240 | ||||||||||||||||
Over-allotments [Member] | Common Stock [Member] | JGB Debt [Member] | |||||||||||||||||
Class Of Warrant Or Right [Line Items] | |||||||||||||||||
Warrants issued | 1,338,326 | 1,332,620 | |||||||||||||||
Exercise Price | $ 4.67 | $ 4.69 | |||||||||||||||
Common stock shares sold | 651,240 | ||||||||||||||||
[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 2016 Public Offering that closed on September 26, 2016. As a result of the issuance of 1,022,544 shares of the Company’s common stock at $1.12 in connection with the amendments to the Conditional Share Purchase Agreement, the exercise price was adjusted from $4.00 to $1.12, effective July 3, 2017. | ||||||||||||||||
[2] | Issued on April 14, 2016 in connection with the Private Placement to placement agents. As a result of the issuance of 1,022,544 shares of the Company’s common stock at $1.12 in connection with the amendments to the Conditional Share Purchase Agreements, the exercise price was adjusted from $3.99 to $1.12, effective July 3, 2017. |
Warrants - Outstanding Warrants
Warrants - Outstanding Warrants To Purchase Common Stock Warrants (Detail) - $ / shares | 12 Months Ended | |||||||
Dec. 31, 2017 | Jul. 03, 2017 | Sep. 26, 2016 | Sep. 25, 2016 | Jun. 15, 2016 | Apr. 14, 2016 | |||
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] | ||||||||
Number of Shares Underlying Warrants | 3,678,957 | |||||||
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 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] | Class Of Warrant Or Right Issued on March 2017 [Member] | ||||||||
Class Of Warrant Or Right [Line Items] | ||||||||
Issue Date | [1] | 2017-03 | ||||||
Original Term | [1] | 5 years | ||||||
Exercise Price | [1] | $ 4.67 | ||||||
Number of Shares Underlying Warrants | [1] | 1,338,326 | ||||||
Common Stock [Member] | Private Placement [Member] | ||||||||
Class Of Warrant Or Right [Line Items] | ||||||||
Exercise Price | $ 1.12 | |||||||
Number of Shares Underlying Warrants | 1,022,544 | |||||||
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 | [2] | 2016-04 | ||||||
Original Term | [2] | 7 years | ||||||
Exercise Price | $ 1.12 | [2] | $ 4 | |||||
Number of Shares Underlying Warrants | [2] | 904,800 | ||||||
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 | [3] | 2016-04 | ||||||
Original Term | [3] | 5 years | ||||||
Exercise Price | $ 1.12 | [3] | $ 3.99 | |||||
Number of Shares Underlying Warrants | [3] | 168,700 | ||||||
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 | [4] | 2016-06 | ||||||
Original Term | [4] | 7 years | ||||||
Exercise Price | [4] | $ 4 | ||||||
Number of Shares Underlying Warrants | [4] | 1,002,507 | ||||||
[1] | Issued on March 15, 2017 in connection with the JGB Debt. As a result of the issuance of 1,022,544 shares of the Company’s common stock at $1.12 in connection with the amendments to the Conditional Share Purchase Agreement, the number of shares issuable pursuant to the JGB Warrants increased from 1,250,000 to 1,296,679 and the exercise price of the JGB Warrants was adjusted from $5.00 to $4.82, effective July 3, 2017. As a result of the 2017 Public Offering, effective October 5, 2017, the aggregate number of shares of common stock issuable upon exercise of the JGB Warrants increased from 1,296,679 to 1,338,326 shares and the exercise price of the JGB warrants decreased from $4.82 to $4.67 per share. | |||||||
[2] | 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 2016 Public Offering that closed on September 26, 2016. As a result of the issuance of 1,022,544 shares of the Company’s common stock at $1.12 in connection with the amendments to the Conditional Share Purchase Agreement, the exercise price was adjusted from $4.00 to $1.12, effective July 3, 2017. | |||||||
[3] | Issued on April 14, 2016 in connection with the Private Placement to placement agents. As a result of the issuance of 1,022,544 shares of the Company’s common stock at $1.12 in connection with the amendments to the Conditional Share Purchase Agreements, the exercise price was adjusted from $3.99 to $1.12, effective July 3, 2017. | |||||||
[4] | 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. The exercise price remained at $4.00 as the anti-dilution provision was waived for the issuance of shares related to the July 3, 2017 amendment to the Conditional Share Purchase Agreements. |
Warrants - Outstanding Warran73
Warrants - Outstanding Warrants To Purchase Common Stock Warrants (Parenthetical) (Detail) - $ / shares | Jul. 01, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Oct. 10, 2017 | Oct. 05, 2017 | Sep. 30, 2017 | Jul. 03, 2017 | Jul. 02, 2017 | Sep. 26, 2016 | Sep. 25, 2016 | Jun. 15, 2016 | Apr. 14, 2016 |
Class Of Warrant Or Right [Line Items] | ||||||||||||
Warrants issued | 1,002,507 | |||||||||||
JGB Debt [Member] | ||||||||||||
Class Of Warrant Or Right [Line Items] | ||||||||||||
Exercise Price | $ 5 | |||||||||||
Shares issued upon conversion | 1,022,544 | |||||||||||
Private Placement [Member] | ||||||||||||
Class Of Warrant Or Right [Line Items] | ||||||||||||
Exercise Price | $ 4 | $ 4.98 | ||||||||||
Warrants issued | 1,775,580 | 1,975,580 | ||||||||||
Private Placement [Member] | Accredited Investors [Member] | ||||||||||||
Class Of Warrant Or Right [Line Items] | ||||||||||||
Warrants issued | 1,775,580 | |||||||||||
Private Placement [Member] | Placement Agents [Member] | ||||||||||||
Class Of Warrant Or Right [Line Items] | ||||||||||||
Warrants issued | 200,000 | |||||||||||
Subsequent Financing [Member] | ||||||||||||
Class Of Warrant Or Right [Line Items] | ||||||||||||
Exercise Price | $ 4 | 4.98 | ||||||||||
Warrants issued | 1,002,507 | |||||||||||
Common Stock [Member] | ||||||||||||
Class Of Warrant Or Right [Line Items] | ||||||||||||
Shares issued upon conversion | 288,022 | 4,630,145 | ||||||||||
Warrants issued | 3,678,957 | |||||||||||
Common Stock [Member] | JGB Debt [Member] | ||||||||||||
Class Of Warrant Or Right [Line Items] | ||||||||||||
Warrants, issued date | Mar. 15, 2017 | |||||||||||
Exercise Price | $ 5 | |||||||||||
Warrants issued | 1,250,000 | |||||||||||
Common Stock [Member] | JGB Debt [Member] | Former Majority Shareholders [Member] | ||||||||||||
Class Of Warrant Or Right [Line Items] | ||||||||||||
Exercise Price | $ 4.82 | |||||||||||
Warrants issued | 1,296,679 | |||||||||||
Common Stock [Member] | Private Placement [Member] | ||||||||||||
Class Of Warrant Or Right [Line Items] | ||||||||||||
Exercise Price | $ 1.12 | |||||||||||
Warrants issued | 1,022,544 | |||||||||||
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] | Conditional Share Purchase Agreement | JGB Debt [Member] | ||||||||||||
Class Of Warrant Or Right [Line Items] | ||||||||||||
Exercise Price | $ 1.12 | $ 5 | ||||||||||
Shares issued upon conversion | 1,022,544 | |||||||||||
Warrants issued | 1,250,000 | |||||||||||
Common Stock [Member] | Conditional Share Purchase Agreement | JGB Debt [Member] | Former Majority Shareholders [Member] | ||||||||||||
Class Of Warrant Or Right [Line Items] | ||||||||||||
Exercise Price | $ 4.82 | |||||||||||
Warrants issued | 1,296,679 | |||||||||||
Common Stock [Member] | Conditional Share Purchase Agreement | Accredited Investors [Member] | ||||||||||||
Class Of Warrant Or Right [Line Items] | ||||||||||||
Exercise Price | $ 1.12 | $ 4 | ||||||||||
Shares issued upon conversion | 1,022,544 | |||||||||||
Common Stock [Member] | Conditional Share Purchase Agreement | Placement Agents [Member] | ||||||||||||
Class Of Warrant Or Right [Line Items] | ||||||||||||
Exercise Price | $ 1.12 | $ 3.99 | ||||||||||
Shares issued upon conversion | 1,022,544 | |||||||||||
Common Stock [Member] | Subsequent Financing [Member] | ||||||||||||
Class Of Warrant Or Right [Line Items] | ||||||||||||
Warrants, issued date | Jun. 15, 2016 | |||||||||||
Exercise Price | $ 4 | $ 4.98 | ||||||||||
Common Stock [Member] | 2017 Public Offering [Member] | JGB Debt [Member] | ||||||||||||
Class Of Warrant Or Right [Line Items] | ||||||||||||
Exercise Price | $ 4.82 | $ 4.67 | $ 4.69 | $ 4.82 | ||||||||
Warrants issued | 1,296,679 | 1,338,326 | 1,332,620 | 1,296,679 |
Stock Incentive Plans - Additio
Stock Incentive Plans - Additional Information (Detail) - USD ($) | Jan. 02, 2014 | Jun. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Apr. 21, 2016 | Dec. 31, 2014 | Jan. 01, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Total intrinsic value of options exercised | $ 200,000 | |||||||
Total unrecognized compensation costs related to stock options and RSUs | $ 1,400,000 | |||||||
Stock options and RSUs expected weighted average period | 2 years 8 months 12 days | |||||||
Fair market value of Company's common stock | $ 7.34 | |||||||
Weighted average fair value of options to purchase common stock granted | $ 1.60 | $ 2.05 | $ 2.53 | |||||
Total fair value of options vested during period | $ 700,000 | |||||||
Aggregate proceeds from the issuance of shares | $ 94,000 | $ 304,000 | $ 203,000 | |||||
Shares available for issuance | 156,429 | 365,074 | 361,672 | 718,007 | ||||
Share-based compensation expense, tax benefit recognized | $ 0 | |||||||
Share-based compensation costs, capitalized | 0 | |||||||
Share based compensation, Total expensed | 1,744,000 | $ 1,998,000 | $ 1,341,000 | |||||
General and administrative [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Share based compensation, Total expensed | $ 994,000 | 1,249,000 | 812,000 | |||||
Non Employee Director [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of shares issued | 220,889 | |||||||
Fair value of shares issued | $ 800,000 | |||||||
Non Employee Director [Member] | General and administrative [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Share based compensation, Total expensed | $ 200,000 | $ 300,000 | $ 300,000 | |||||
Restricted Stock Units (RSUs) [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vesting period | 4 years | |||||||
Intrinsic value of RSUs | $ 600,000 | |||||||
Total unrecognized compensation costs related to stock options and RSUs | $ 1,400,000 | |||||||
Stock options and RSUs expected weighted average period | 1 year 11 months 4 days | |||||||
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] | Restricted Stock Units (RSUs) [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vesting period | 4 years | |||||||
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 | |||||||
2016 Inducement Plan [Member] | Restricted Stock Units (RSUs) [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vesting period | 4 years | |||||||
2014 Employee Stock Purchase Plan [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Shares issued under ESPP | 52,612 | 71,639 | 67,256 | |||||
Aggregate proceeds from the issuance of shares | $ 100,000 | $ 100,000 | $ 300,000 | |||||
Shares available for issuance | 315,378 | |||||||
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, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares Available for Grant, Beginning Balance | 365,074 | 361,672 | 718,007 |
Shares Available for Grant, Additional options authorized | 357,075 | 512,575 | 357,075 |
Shares Available for Grant, Options granted | (909,913) | (597,470) | (652,078) |
Shares Available for Grant, Options exercised | 71,976 | 5,688 | 23,576 |
Shares Available for Grant, RSUs forfeited | 80,891 | 61,305 | 8,200 |
Shares Available for Grant, RSUs vested | 0 | 0 | |
Shares Available for Grant, Options forfeited | 522,826 | 269,212 | 77,660 |
Shares Available for Grant, Options expired | 165,924 | 107,601 | 5,329 |
Shares Available for Grant, Ending Balance | 156,429 | 365,074 | 361,672 |
Number of Shares, Beginning Balance | 1,792,286 | 1,577,317 | 1,031,804 |
Number of Shares, Additional options authorized | 0 | 0 | 0 |
Number of Shares, Options granted | 909,913 | 597,470 | 652,078 |
Number of Shares, Options exercised | (71,976) | (5,688) | (23,576) |
Number of Shares, Options forfeited | (522,826) | (269,212) | (77,660) |
Number of Shares, Options expired | (165,924) | (107,601) | (5,329) |
Number of Shares, Ending Balance | 1,941,473 | 1,792,286 | 1,577,317 |
Weighted-Average Exercise Price, Beginning Balance | $ 6.15 | $ 6.87 | $ 7.36 |
Weighted-Average Exercise Price, Additional options authorized | 0 | 0 | 0 |
Weighted-Average Exercise Price, Options granted | 3.39 | 4.91 | 6.09 |
Weighted-Average Exercise Price, Options exercised | 3.64 | 3.29 | 1.94 |
Weighted-Average Exercise Price, Options forfeited | 9 | 6.64 | 8.13 |
Weighted-Average Exercise Price, Options expired | 5.81 | 8.88 | 10.36 |
Weighted-Average Exercise Price, Ending Balance | $ 4.21 | $ 6.15 | $ 6.87 |
Number of RSU Shares, forfeited | (80,891) | (61,305) | (8,200) |
Number of RSU Shares, vested | 0 | 0 | |
Restricted Stock Grants [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares Available for Grant | (115,948) | (61,921) | (38,121) |
Shares Available for Grant | 115,948 | 61,921 | 38,121 |
Restricted Stock Units (RSUs) [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares Available for Grant | (309,500) | (287,900) | (114,400) |
Shares Available for Grant, RSUs forfeited | 80,891 | 61,305 | 8,200 |
Shares Available for Grant, RSUs vested | 94,928 | 26,550 | 0 |
Number of RSU Shares, Beginning Balance | 306,245 | 106,200 | 0 |
Shares Available for Grant | 309,500 | 287,900 | 114,400 |
Number of RSU Shares, forfeited | (80,891) | (61,305) | (8,200) |
Number of RSU Shares, vested | (94,928) | (26,550) | 0 |
Number of RSU Shares, Ending Balance | 439,926 | 306,245 | 106,200 |
Weighted Average Grant- Date Fair Value, Unvested beginning balance | $ 5.69 | $ 6.49 | $ 0 |
Weighted- Average Grant Date Fair Value, RSUs granted | 3.40 | 5.50 | 6.49 |
Weighted- Average Grant Date Fair Value, RSUs forfeited | 4.14 | 5.81 | 6.49 |
Weighted- Average Grant Date Fair Value, RSUs vested | 5.60 | 6.49 | 0 |
Weighted Average Grant- Date Fair Value, Unvested ending balance | $ 4.39 | $ 5.69 | $ 6.49 |
Stock Incentive Plans - Schedul
Stock Incentive Plans - Schedule of Options Outstanding and Options Vested (Detail) - $ / shares | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||
Options Outstanding, Range of Exercise Prices | $ 4.21 | $ 6.15 | $ 6.87 | $ 7.36 |
Options Outstanding, Number of Options Outstanding | 1,941,472 | |||
Options Vested, Number of Options Vested | 942,530 | |||
Number of Options vested, Weighted Average Exercise Price | $ 4.46 | |||
$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 | 859,315 | |||
Options Outstanding, Weighted Average Remaining Contractual Life (Years) | 7 years 6 months 4 days | |||
Options Outstanding, Weighted Average Exercise Price | $ 1.91 | |||
Options Vested, Number of Options Vested | 368,752 | |||
Number of Options vested, Weighted Average Exercise Price | $ 1.58 | |||
$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 | 67,344 | |||
Options Outstanding, Weighted Average Remaining Contractual Life (Years) | 8 years 1 month 17 days | |||
Options Outstanding, Weighted Average Exercise Price | $ 4.56 | |||
Options Vested, Number of Options Vested | 28,384 | |||
Number of Options vested, Weighted Average Exercise Price | $ 4.56 | |||
$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 | 639,214 | |||
Options Outstanding, Weighted Average Remaining Contractual Life (Years) | 8 years 2 months 5 days | |||
Options Outstanding, Weighted Average Exercise Price | $ 5.47 | |||
Options Vested, Number of Options Vested | 260,093 | |||
Number of Options vested, Weighted Average Exercise Price | $ 5.28 | |||
$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 | 325,648 | |||
Options Outstanding, Weighted Average Remaining Contractual Life (Years) | 7 years 2 months 8 days | |||
Options Outstanding, Weighted Average Exercise Price | $ 6.64 | |||
Options Vested, Number of Options Vested | 236,687 | |||
Number of Options vested, Weighted Average Exercise Price | $ 6.63 | |||
$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 | 49,951 | |||
Options Outstanding, Weighted Average Remaining Contractual Life (Years) | 6 years 4 months 25 days | |||
Options Outstanding, Weighted Average Exercise Price | $ 11.34 | |||
Options Vested, Number of Options Vested | 48,614 | |||
Number of Options vested, Weighted Average Exercise Price | $ 11.32 | |||
$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 - Summa77
Stock Incentive Plans - Summary of Options Outstanding Vested and Expected to Vest (Detail) $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2017USD ($)$ / sharesshares | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Number of Shares, Vested | shares | 942,530 |
Number of Shares, Expected to vest | shares | 998,942 |
Number of Shares, Total | shares | 1,941,472 |
Weighted-average Exercise Price, Vested | $ / shares | $ 4.46 |
Weighted-average Exercise Price, Expected to vest | $ / shares | $ 3.96 |
Weighted-average Remaining Contractual Life (Years), Vested | 6 years 6 months 10 days |
Weighted-average Remaining Contractual Life (Years), Expected to vest | 8 years 9 months |
Weighted-average Remaining Contractual Life (Years), Total | |
Aggregate Intrinsic Value, Vested | $ | $ 2,591 |
Aggregate Intrinsic Value, Expected to vest | $ | 876 |
Aggregate Intrinsic Value, Total | $ | $ 3,467 |
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, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Employee Stock Purchase Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term (in years) | 6 months | 6 months | 6 months |
Risk-free interest rate | 0.11% | ||
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Risk-free interest rate, minimum | 0.65% | 0.37% | |
Risk-free interest rate, maximum | 1.13% | 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 | 5 years 10 months 24 days | 6 years |
Expected volatility | 57.34% | 42.10% | 41.17% |
Risk-free interest rate | 2.01% | 1.52% | 1.84% |
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 | 62.27% | 77.05% | 39.10% |
Maximum [Member] | Employee Stock Purchase Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected volatility | 98.58% | 90.81% | 44.15% |
Stock Incentive Plans - Summa79
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, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Share based compensation, Total expensed | $ 1,744 | $ 1,998 | $ 1,341 |
Cost of testing [Member] | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Share based compensation, Total expensed | 188 | 144 | 109 |
Research and Development Expense [Member] | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Share based compensation, Total expensed | 405 | 449 | 247 |
Sales and marketing [Member] | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Share based compensation, Total expensed | 157 | 156 | 173 |
General and administrative [Member] | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Share based compensation, Total expensed | $ 994 | $ 1,249 | $ 812 |
Income Taxes - Summary of Loss
Income Taxes - Summary of Loss Before Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |||
United States | $ (50,132) | $ (21,753) | $ (13,707) |
Foreign | (7,137) | (19,609) | 0 |
Loss before income taxes | $ (57,269) | $ (41,362) | $ (13,707) |
Income Taxes - Components of Pr
Income Taxes - Components of Provision for (Benefit from) Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Current | |||
Federal | $ 74 | $ 49 | $ 0 |
State | (4) | 11 | 0 |
Foreign | 68 | 32 | 0 |
Total Current | 138 | 92 | 0 |
Deferred | |||
Federal | 42 | (251) | 0 |
State | 1 | (49) | 0 |
Foreign | (1,890) | (1,398) | 0 |
Total Deferred | (1,847) | (1,698) | 0 |
Provision for (benefit from) income taxes | $ (1,709) | $ (1,606) | $ 0 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Taxes Disclosure [Line Items] | |||||
Federal income tax rate | 34.00% | 34.00% | 34.00% | ||
Increase (decrease) in valuation allowance | $ (21,400,000) | $ 6,200,000 | |||
Deferred tax assets | 45,900,000 | 72,500,000 | |||
Decreasing valuation allowance | 27,000,000 | ||||
Net unrecognized tax benefit would impact the effective tax rate | 500,000 | ||||
Net unrecognized tax benefit | 3,164,000 | 5,252,000 | $ 2,431,000 | $ 2,054,000 | |
Cummulative or accrued interest and penalties related to unrecognized tax benefits | 300,000 | $ 300,000 | $ 0 | ||
Domestic Federal [Member] | |||||
Income Taxes Disclosure [Line Items] | |||||
Net operating loss carryforwards | $ 204,200,000 | ||||
Operating loss carryforwards, expiration year | 2,018 | ||||
Tax credit carryforwards | $ 4,300,000 | ||||
Tax credit carryforwards, expiration year | 2,021 | ||||
Domestic State [Member] | |||||
Income Taxes Disclosure [Line Items] | |||||
Net operating loss carryforwards | $ 75,900,000 | ||||
Operating loss carryforwards, expiration year | 2,028 | ||||
Domestic State [Member] | California [Member] | |||||
Income Taxes Disclosure [Line Items] | |||||
Tax credit carryforwards | $ 5,300,000 | ||||
Foreign [Member] | |||||
Income Taxes Disclosure [Line Items] | |||||
Net operating loss carryforwards | $ 5,300,000 | ||||
Statutes of limitation for income tax returns start year | 3 years | ||||
Statutes of limitation for income tax returns end year | 6 years | ||||
Maximum [Member] | |||||
Income Taxes Disclosure [Line Items] | |||||
Federal income tax rate | 35.00% | ||||
Scenario Plan [Member] | |||||
Income Taxes Disclosure [Line Items] | |||||
Federal income tax rate | 21.00% | ||||
GILTI tax rate | 10.50% |
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, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
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 | (0.20%) | (0.50%) | (1.90%) |
Change in valuation allowance | 38.00% | (16.80%) | (31.10%) |
Foreign rate differential | (1.10%) | (1.30%) | 0.00% |
Warrant revaluation | (17.50%) | (0.20%) | 0.00% |
Interest expense | (1.80%) | 0.00% | 0.00% |
Acquisition costs | 0.00% | (1.20%) | (3.20%) |
Goodwill impairment | (1.20%) | (10.80%) | 0.00% |
Impact of 2017 Tax Cuts and Jobs Act on change in deferred tax assets | (46.50%) | 0.00% | 0.00% |
Other | (0.70%) | 0.70% | 2.20% |
Effective income tax rate | 3.00% | 3.90% | 0.00% |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Income Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 49,374 | $ 71,925 |
Tax credit carryforwards | 5,798 | 4,947 |
Accruals | 583 | 1,274 |
Property and equipment | 1,184 | 195 |
Other | 633 | 1,088 |
Gross deferred tax assets | 57,572 | 79,429 |
Valuation allowance | (54,934) | (76,295) |
Total deferred tax assets | 2,638 | 3,134 |
Deferred tax liabilities: | ||
Purchased intangibles | (7,554) | (8,979) |
Other | (17) | (212) |
Total deferred tax liabilities | (7,571) | (9,191) |
Net deferred tax liabilities | $ (4,933) | $ (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, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Reconciliation Of Unrecognized Tax Benefits Excluding Amounts Pertaining To Examined Tax Returns Roll Forward | |||
Balance at beginning of year | $ 5,252 | $ 2,431 | $ 2,054 |
Additions based on tax positions related to current year | 186 | 332 | 372 |
Additions (decreases) based on tax positions related to prior years | (2,274) | ||
Additions based on tax positions related to prior years | 2,489 | 5 | |
Balance at end of year | $ 3,164 | $ 5,252 | $ 2,431 |
401(K) Plan - Additional Inform
401(K) Plan - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2017USD ($) | |
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, 2017USD ($)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, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Segment Reporting Information [Line Items] | |||||||||||
Net revenues | $ 12,503 | $ 12,191 | $ 12,046 | $ 11,584 | $ 10,859 | $ 12,475 | $ 10,735 | $ 6,562 | $ 48,324 | $ 40,631 | $ 28,144 |
Operating loss | (20,294) | (37,332) | (11,932) | ||||||||
Depreciation and amortization | 3,759 | 2,920 | 796 | ||||||||
Total assets | 83,565 | $ 75,093 | $ 77,738 | $ 80,322 | 76,730 | $ 102,092 | $ 100,453 | $ 48,834 | 83,565 | 76,730 | |
Post-Transplant [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net revenues | 33,690 | 29,916 | 28,144 | ||||||||
Operating loss | (14,331) | (18,374) | (11,932) | ||||||||
Depreciation and amortization | 1,041 | 982 | 796 | ||||||||
Total assets | 48,734 | 41,169 | 48,734 | 41,169 | |||||||
Pre-Transplant [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net revenues | 14,634 | 10,715 | 0 | ||||||||
Operating loss | (5,963) | (18,958) | 0 | ||||||||
Depreciation and amortization | 2,718 | 1,938 | $ 0 | ||||||||
Total assets | $ 34,831 | $ 35,561 | $ 34,831 | $ 35,561 |
Segment Reporting - Reportable
Segment Reporting - Reportable Revenues by Geographic Regions (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Segment Reporting Information [Line Items] | |||||||||||
Net revenues | $ 12,503 | $ 12,191 | $ 12,046 | $ 11,584 | $ 10,859 | $ 12,475 | $ 10,735 | $ 6,562 | $ 48,324 | $ 40,631 | $ 28,144 |
North America [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net revenues | 38,204 | 33,215 | 28,144 | ||||||||
Europe [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net revenues | 7,980 | 6,270 | 0 | ||||||||
Australia [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net revenues | 411 | 0 | 0 | ||||||||
Rest of The World [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net revenues | $ 1,729 | $ 1,146 | $ 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, 2017 | Dec. 31, 2016 |
Segment Reporting Information [Line Items] | ||
Long-lived assets | $ 2,075 | $ 2,931 |
North America [Member] | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets | 1,206 | 2,052 |
Europe [Member] | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets | 776 | 879 |
Australia [Member] | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets | $ 93 | $ 0 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) | Mar. 01, 2018USD ($)Tranche | Mar. 15, 2017USD ($)shares | Mar. 22, 2018USD ($)shares | Apr. 13, 2018 | Dec. 31, 2017USD ($) | Jan. 30, 2015USD ($) |
Subsequent Event [Line Items] | ||||||
Outstanding principal amount | $ 34,059,000 | |||||
Aggregate principal amount | $ 20,000,000 | |||||
Subsequent Event [Member] | New Term Loan Facility [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Aggregate principal amount | $ 35,000,000 | |||||
Number of tranches | Tranche | 2 | |||||
Interest rate | 9.00% | |||||
Interest rate, description | An interest rate of 9% plus the greater of the one-month LIBOR or 1.5% | |||||
Interest rate basis spread | 1.50% | |||||
Term loan repayment terms | Interest only payments for the first three years, and which may be prepaid by the Company in whole or in part at any time, subject to a prepayment fee. | |||||
Subsequent Event [Member] | New Term Loan Facility [Member] | CareDx International AB [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Debt secured assets and pledge equity interests percentage | 65.00% | |||||
Subsequent Event [Member] | New Term Loan Facility [Member] | Perceptive Credit Holdings II, LP [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Aggregate principal amount | $ 35,000,000 | |||||
JGB Debt [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Debt converted into common stock | shares | 6,092,105 | |||||
Minimum cash requirement | $ 9,400,000 | $ 9,400,000 | ||||
JGB Debt [Member] | Scenario Forecast [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Prepayment premium percentage on principal amount | 8.00% | |||||
JGB Debt [Member] | Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Debentures prepayment date | Apr. 13, 2018 | |||||
Conversion of aggregate principal and accrued interest amount | $ 20,800,000 | |||||
Debt converted into common stock | shares | 4,800,530 | |||||
Outstanding principal amount | $ 5,900,000 | |||||
Minimum cash requirement | $ 9,400,000 |
Selected Quarterly Financial 92
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, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Consolidated Statement of Operations Data: | |||||||||||
Total revenue | $ 12,503 | $ 12,191 | $ 12,046 | $ 11,584 | $ 10,859 | $ 12,475 | $ 10,735 | $ 6,562 | $ 48,324 | $ 40,631 | $ 28,144 |
Net loss attributable to CareDx, Inc. used to compute basic net loss per share | $ (31,671) | $ (14,268) | $ (3,968) | $ (5,562) | $ (15,483) | $ (3,764) | $ (10,470) | $ (9,752) | $ (55,469) | $ (39,469) | $ (13,707) |
Net loss per common share attributable to CareDx, Inc., basic | $ (1.13) | $ (0.63) | $ (0.19) | $ (0.26) | $ (0.73) | $ (0.20) | $ (0.77) | $ (0.81) | $ (2.38) | $ (2.39) | $ (1.16) |
Net loss per common share attributable to CareDx, Inc., diluted | $ (1.13) | $ (0.63) | $ (0.19) | $ (0.26) | $ (0.73) | $ (0.26) | $ (0.77) | $ (0.81) | $ (2.38) | $ (2.39) | $ (1.16) |
Shares used in calculation of net loss per share attributable to CareDx, Inc., basic | 27,983,033 | 22,526,615 | 21,412,480 | 21,343,782 | 21,270,151 | 19,098,626 | 13,568,120 | 11,969,714 | 23,332,503 | 16,496,911 | 11,860,885 |
Shares used in calculation of net income loss per share attributable to CareDx, Inc., diluted | 27,983,033 | 22,526,615 | 21,412,480 | 21,343,782 | 21,270,151 | 19,481,424 | 13,568,120 | 11,969,714 | 23,332,503 | 16,496,911 | 11,860,885 |
Consolidated Balance Sheet Data: | |||||||||||
Total assets | $ 83,565 | $ 75,093 | $ 77,738 | $ 80,322 | $ 76,730 | $ 102,092 | $ 100,453 | $ 48,834 | $ 83,565 | $ 76,730 | |
Long-term debt, net of current portion | $ 18,338 | $ 21,174 | $ 0 | $ 0 | $ 1,098 | $ 8,496 | $ 10,072 | $ 11,368 | $ 18,338 | $ 1,098 |