Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2018 | May 11, 2018 | |
Document And Entity Information | ||
Entity Registrant Name | STRATA Skin Sciences, Inc. | |
Entity Central Index Key | 1,051,514 | |
Current Fiscal Year End Date | --12-31 | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 7,058,636 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q1 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2018 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 3,417 | $ 4,069 |
Accounts receivable, net of allowance for doubtful accounts of $171 and $172, respectively | 2,491 | 3,141 |
Inventories | 3,029 | 3,009 |
Prepaid expenses and other current assets | 1,379 | 533 |
Total current assets | 10,316 | 10,752 |
Property and equipment, net | 6,916 | 7,703 |
Intangible assets, net | 10,672 | 11,325 |
Goodwill | 8,803 | 8,803 |
Other assets | 48 | 48 |
Total assets | 36,755 | 38,631 |
Current liabilities: | ||
Note payable | 252 | 357 |
Current portion of long-term debt | 3,410 | 2,387 |
Accounts payable | 2,658 | 2,277 |
Other accrued liabilities | 2,216 | 2,360 |
Deferred revenues | 440 | 291 |
Total current liabilities | 8,976 | 7,672 |
Long-term liabilities: | ||
Long-term debt, net | 6,869 | 7,853 |
Deferred tax liability | 454 | 414 |
Other liabilities | 649 | 447 |
Total liabilities | 16,948 | 16,386 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Preferred Stock, $.10 par value, 10,000,000 shares authorized; 35,980 and 36,182 shares issued and outstanding at March 31, 2018 and December 31, 2017, respectively | 4 | 4 |
Common Stock, $.001 par value, 150,000,000 shares authorized; 4,379,425 and 4,304,425 shares issued and outstanding at March 31, 2018 and December 31, 2017, respectively | 4 | 4 |
Additional paid-in capital | 251,662 | 251,643 |
Accumulated deficit | (231,863) | (229,406) |
Total stockholders' equity | 19,807 | 22,245 |
Total liabilities and stockholders' equity | $ 36,755 | $ 38,631 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Allowance for doubtful accounts | $ 171 | $ 172 |
Stockholders' equity: | ||
Preferred stock, par value (in dollars per share) | $ 0.10 | $ 0.10 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, shares issued (in shares) | 35,980 | 36,182 |
Preferred stock, shares outstanding (in shares) | 35,980 | 36,182 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 150,000,000 | 150,000,000 |
Common stock, shares issued (in shares) | 4,379,425 | 4,304,425 |
Common stock, shares outstanding (in shares) | 4,379,425 | 4,304,425 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited) [Abstract] | ||
Revenues | $ 6,466 | $ 7,097 |
Cost of revenues | 3,295 | 2,733 |
Gross profit | 3,171 | 4,364 |
Operating expenses: | ||
Engineering and product development | 338 | 475 |
Selling and marketing | 2,871 | 2,975 |
General and administrative | 1,803 | 1,601 |
Total operating expenses | 5,012 | 5,051 |
Operating loss before other income (expense), net | (1,841) | (687) |
Other income (expense), net: | ||
Interest expense, net | (363) | (1,346) |
Other income (expense), net | 21 | (132) |
Other income (expense), net | (342) | (1,478) |
Income (loss) before income taxes | (2,183) | (2,165) |
Income tax expense | 40 | 70 |
Net loss | (2,223) | $ (2,235) |
Common Stock [Member] | ||
Net loss | $ (547) | |
Net loss per share - basic and diluted (in dollars per share) | $ (0.13) | $ (1.03) |
Shares used in computing net loss per basic and diluted (in shares) | 4,371,369 | 2,176,731 |
Series C Preferred Stock [Member] | ||
Net loss | $ (1,676) | |
Net loss per share - basic and diluted (in dollars per share) | $ (46.54) | $ 0 |
Shares used in computing net loss per basic and diluted (in shares) | 36,002 | 0 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (Unaudited) - 3 months ended Mar. 31, 2018 - USD ($) $ in Thousands | Preferred Stock [Member]Convertible Preferred Stock [Member] | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Accumulated Deficit [Member]Effect of Adoption Higher / (Lower) [Member] | Total |
Beginning balance at Dec. 31, 2017 | $ 4 | $ 4 | $ 251,643 | $ (229,406) | $ 22,245 | |
Beginning balance (ASU 2014-09 [Member]) at Dec. 31, 2017 | $ 4 | $ 4 | 251,643 | (229,640) | 22,011 | |
Beginning balance (in shares) at Dec. 31, 2017 | 36,182 | 4,304,425 | ||||
Beginning balance (in shares) (ASU 2014-09 [Member]) at Dec. 31, 2017 | 36,182 | 4,304,425 | ||||
Adoption of accounting standard (ASU 2014-09 [Member]) at Dec. 31, 2017 | $ 0 | $ 0 | 0 | $ (234) | (234) | |
Stock-based compensation | 0 | 0 | 19 | 0 | 19 | |
Conversion of convertible preferred stock into common stock | $ 0 | $ 0 | 0 | 0 | 0 | |
Conversion of convertible preferred stock into common stock (in shares) | (202) | 75,000 | ||||
Net loss | $ 0 | $ 0 | 0 | (2,223) | (2,223) | |
Ending balance at Mar. 31, 2018 | $ 4 | $ 4 | $ 251,662 | $ (231,863) | $ 19,807 | |
Ending balance (in shares) at Mar. 31, 2018 | 35,980 | 4,379,425 |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Cash Flows From Operating Activities: | ||
Net loss | $ (2,223) | $ (2,235) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 1,413 | 1,543 |
Loss on disposal of property and equipment | 182 | 0 |
Impairment of intangible asset | 226 | 0 |
Stock-based compensation | 19 | 52 |
Deferred tax provision | 40 | 60 |
Amortization of debt discount | 19 | 723 |
Amortization of deferred financing costs | 20 | 54 |
Change in fair value of warrant liability | (1) | 132 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 650 | 102 |
Inventories | (20) | 147 |
Prepaid expenses and other assets | (669) | (188) |
Accounts payable | 381 | 354 |
Other accrued liabilities | (119) | (61) |
Other liabilities | 227 | 36 |
Deferred revenues | (85) | 99 |
Net cash provided by operating activities | 60 | 818 |
Cash Flows From Investing Activities: | ||
Lasers placed-in-service, net | (375) | (683) |
Purchases of property and equipment, net | (6) | (200) |
Payments on distributor rights liability | (24) | 0 |
Net cash used in investing activities | (405) | (883) |
Cash Flows From Financing Activities: | ||
Advance fees related to equity offering | (202) | 0 |
Payments on notes payable | (105) | (100) |
Net cash used in financing activities | (307) | (100) |
Net decrease in cash and cash equivalents | (652) | (165) |
Cash and cash equivalents, beginning of period | 4,069 | 3,928 |
Cash and cash equivalents, end of period | 3,417 | 3,763 |
Supplemental information: | ||
Cash paid for interest | 276 | 540 |
Supplemental information of non-cash investing and financing activities: | ||
Conversion of senior secured convertible debentures into common stock | 0 | 56 |
Acquisition of distributor rights asset for license liability | $ 0 | $ 900 |
The Company
The Company | 3 Months Ended |
Mar. 31, 2018 | |
The Company [Abstract] | |
The Company | Note 1 The Company: Background STRATA Skin Sciences, Inc. (and its subsidiary) ("STRATA" or "we" or the "Company") is a medical technology company focused on the therapeutic and aesthetic dermatology market. STRATA sales include the following products: XTRAC ® ® ® The XTRAC is an ultraviolet light excimer laser system utilized to treat psoriasis, vitiligo and other skin diseases. The XTRAC received FDA clearance in 2000. As of March 31, 2018, there were 746 XTRAC systems placed in dermatologists' offices in the United States under the Company's recurring revenue business model. The XTRAC systems employed under the recurring revenue model generate revenue on a per procedure basis or include a fixed payment for an agreed upon period not to exceed an agreed upon number of treatments. The per-procedure charge is inclusive of the use of the system and the services provided by the Company to the customer which includes system maintenance, and other services. The VTRAC Excimer Lamp system, offered in addition to the XTRAC system internationally, provides targeted therapeutic efficacy demonstrated by excimer technology with a lamp system. During 2017, the Company entered into an agreement to license the exclusive US distribution rights for the Ellipse family of products, Nordlys, from Ellipse A/S, the Danish manufacturer, through August 9, 2020. The license fee amounted to approximately $355 over the Initial Term with a present value as of the effective date of the agreement of $286 which was recorded as an intangible asset. Effective March 31, 2018, as result of the change in management (see Note 2), the Company has determined that it will no longer continue to market the Nordlys and the distribution rights agreement will be terminated effective May 31, 2018. As a result, the Company has fully impaired the distribution rights intangible asset; see Note 6 Intangible Assets, net Effective February 1, 2017, the Company entered into an exclusive OEM distribution agreement with Esthetic Education, LLC to be the exclusive marketer and seller of private label versions of the SkinStylus MicroSystem and associated parts under the name of STRATAPen. This three-year agreement allows for two one-year extensions. Basis of Presentation Accounting Principles The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"). Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary in India. All significant intercompany balances and transactions have been eliminated in consolidation. Unaudited interim consolidated financial statements The accompanying interim consolidated financial statements have been prepared pursuant to the rules and regulations of the United States Securities and Exchange Commission ("SEC") for interim financial reporting. These consolidated statements are unaudited and, in the opinion of management, include all adjustments (consisting of normal recurring adjustments and accruals) necessary to state fairly the consolidated balance sheets, consolidated statements of comprehensive loss, consolidated statements of cash flows and consolidated statement of changes in equity, for the periods presented in accordance with GAAP. The consolidated balance sheet at December 31, 2017 has been derived from the audited consolidated financial statements at that date. Operating results and cash flows for the three months ended March 31, 2018 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2018, or any other future period. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with GAAP have been omitted in accordance with the rules and regulations for interim reporting of the SEC. These interim consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2017, and other forms filed with the SEC from time to time. Reclassifications Certain reclassifications from the prior year presentation have been made to conform to the current year presentation. These reclassifications did not have a material impact on the Company's equity, net assets, results of operations or cash flows. The Company records co-pay reimbursements made to patients receiving laser treatments as a reduction of revenue. For the three months ended March 31, 2017 the Company reclassified such reimbursements in the amount of $175 from selling and marketing expenses to revenues. Significant Accounting Policies The significant accounting policies used in preparation of these condensed consolidated financial statements are disclosed in our 2017 Form 10-K, and there have been no changes to the Company's significant account policies during the three months ended March 31, 2018 except for the adoption of the new revenue recognition standard as discussed under Adoption of New Accounting Standards Note 1 Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect amounts reported of assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting periods. Actual results could differ from those estimates and be based on events different from those assumptions. As of March 31, 2018, the more significant estimates include (1) revenue recognition, in regards to deferred revenues and valuation allowances of accounts receivable, (2) the estimated useful lives of intangible assets and property and equipment, (3) the inputs used in determining the fair value of equity-based awards, (4) the valuation allowance related to deferred tax assets and (5) the fair value of financial instruments, including derivative instruments. Fair Value Measurements The Company measures and discloses fair value in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification 820, Fair Value Measurements and Disclosures • Level 1 – unadjusted quoted prices are available in active markets for identical assets or liabilities that the Company has the ability to access as of the measurement date. • Level 2 – pricing inputs are other than quoted prices in active markets that are directly observable for the asset or liability or indirectly observable through corroboration with observable market data. • Level 3 – pricing inputs are unobservable for the non-financial asset or liability and only used when there is little, if any, market activity for the non-financial asset or liability at the measurement date. The inputs into the determination of fair value require significant management judgment or estimation. Fair value is determined using comparable market transactions and other valuation methodologies, adjusted as appropriate for liquidity, credit, market and/or other risk factors. This hierarchy requires the Company to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. The fair value of cash and cash equivalents are based on their respective demand value, which are equal to the carrying value. The fair value of derivative warrant liabilities is estimated using option pricing models that are based on the fair value of the Company's common stock as well as assumptions for volatility, remaining expected life, and the risk-free interest rate. The derivative warrant liabilities are the only recurring Level 3 fair value measures. The carrying value of all other short-term monetary assets and liabilities is estimated to be approximate to their fair value due to the short-term nature of these instruments. As of March 31, 2018 and December 31, 2017, the Company assessed its long-term debt (including the current portion) and determined that the fair value of total debt approximated its book value due to the rate on the debt being at market. Several of the warrants outstanding as of March 31, 2018 and 2017 have non-standard terms as they relate to a fundamental transaction and require a net-cash settlement upon change in control of the Company. All such warrants are classified as derivatives and are the Company's only recurring fair value measurement. These warrants have been recorded at their fair value using a binomial option pricing model and continue to be recorded at their respective fair value at each subsequent balance sheet date until such terms expire. See Note 10, Warrants Earnings Per Share The Company calculates net income (loss) per share in accordance with ASC 260, Earnings per Share The Company's Series C Preferred Shares are subordinate to all other securities at the same subordination level as common stock and they participate in all dividends and distributions declared or paid with respect to common stock of the Company, on an as-converted basis. Therefore, the Series C Preferred Shares meet the definition of common stock under ASC 260. Earnings per share is presented for each class of security meeting the definition of common stock. The net loss is allocated to each class of security meeting the definition of common stock based on their contractual terms. The following table presents the calculation of basic and diluted net loss per share by each class of security for the three months ended March 31, 2018: Three Months Ended March 31, 2018 Common stock Series C Preferred stock Net loss $ (547 ) $ (1,676 ) Weighted average number of shares outstanding during the period 4,371,369 36,002 Basic and Diluted net loss per share $ (0.13 ) $ (46.54 ) For the three months ended March 31, 2018, diluted net loss per common share and Series C Preferred share is equal to the basic net loss per common share and Series C Preferred share, respectively, since all potentially dilutive securities are antidilutive. For the three months ended March 31, 2017, diluted net loss per common share is equal to the basic net loss per common share since all potentially dilutive securities are antidilutive. The loss on the change in fair value of the warrant liability would be considered in the diluted earnings per share calculation and was deemed to be antidilutive. The weighted average of potential common stock equivalents outstanding during the three months ended March 31, 2018 and 2017 consist of common stock equivalents of senior secured convertible debentures, common stock purchase warrants, convertible preferred stock and common stock options, which are summarized as follows: March 31, 2018 2017 Common stock equivalents of convertible debentures - 9,206,526 Common stock purchase warrants 2,406,625 2,406,625 Common stock equivalents of convertible preferred stock 13,383,691 467,836 Common stock options 876,127 898,331 Total 16,666,443 12,979,318 Adoption of New Accounting Standards Effective January 1, 2018, the Company adopted Accounting Standards Update ("ASU") 2014-09, Revenue from Contracts with Customers Other than the above change related to warranties, the adoption of this standard did not have an impact on the Company's results of operations for the three months ended March 31, 2018. The impact from adopting this standard on the Company's statement of operations and comprehensive loss for the three months ended March 31, 2018 is as follows: For the Three Months Ended March 31, 2018 Statement of Operations and Comprehensive Loss As Reported Balances Without Adoption of ASC 606 Effect of Adoption Higher / (Lower) Revenues $ 6,466 $ 6,496 $ (30 ) See Note 3 for additional information. Recently Issued Accounting Standards In July 2017, the FASB issued a two-part ASU 2017-11, "(Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Non-controlling Interests with a Scope Exception." For public business entities, the amendments in Part 1 of ASU 2017-11 are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted for all entities, including adoption in an interim period. The amendments in Part 2 of ASU 2017-11 do not require any transition guidance because those amendments do not have an accounting effect. The Company is currently evaluating the impact of this guidance on the Company's consolidated financial statements. In January 2017, the FASB issued ASU 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. The new guidance eliminated Step 2 from the goodwill impairment test which was required in computing the implied fair value of goodwill. Instead, under the new amendments, an entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit's fair value, however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. If applicable, an entity should consider income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss. The amendments in this guidance are effective for public business entities for annual and interim goodwill impairment tests performed in fiscal years beginning after December 15, 2019 with early adoption permitted after January 1, 2017. As the Company has not identified a goodwill impairment loss, currently this guidance does not have an impact on the Company's financial statements. In February 2016, the FASB issued ASU 2016-02: Leases. The ASU introduces a lessee model that results in most leases impacting the balance sheet. Under ASU 2016-02, lessees will be required to recognize, for all leases with terms longer than 12 months, at the commencement date of the lease, a lease liability, which is a lessee's obligation to make lease payments arising from a lease measured on a discounted basis, and a right-to-use asset, which is an asset that represents the lessee's right to use or control the use of a specified asset for the lease term. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition. Also, the new standard aligns many of the underlying principles of the new lessor model with those in ASC 606, the FASB's new revenue recognition model. The update is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. While we continue to evaluate the effect of adopting this guidance on our consolidated financial statements and related disclosures, we expect our operating leases will be subject to the new standard. We will recognize right-of-use assets and operating lease liabilities on our consolidated balance sheets upon adoption, which will increase our total assets and liabilities. With regard to the Company's revenue from short-term leases, we do not expect the new standard to have a material impact on our consolidated financial statements. |
Liquidity and Going Concern
Liquidity and Going Concern | 3 Months Ended |
Mar. 31, 2018 | |
Liquidity and Going Concern [Abstract] | |
Liquidity and Going Concern | Note 2 Liquidity and Going Concern Equity Financing and Change in Executive Leadership On March 30, 2018, the Company entered into multiple agreements in order to obtain $17,000 of equity financing from the following sources: • On March 30, 2018 we entered into a Stock Purchase Agreement (the "Accelmed SPA") and a Registration Rights Agreement with investing $13,000 into the Company at a price per share of $1.08; upon closing Accelmed will receive 12,037,037 shares of our common stock. • In connection with the proposed Accelmed investment, we entered into two separate stock purchase agreements on March 30, 2018, each for approximately $1,000 with our current shareholders, Broadfin Capital ("Broadfin") and Sabby Management ("Sabby"). Upon closing of these transactions, each of Sabby and Broadfin will receive 925,926 shares of our common stock at a price per share of $1.08. • Two separate subscription agreements were also executed on March 30, 2018 in connection with the Accelmed investment: (i) a subscription agreement with Gohan Investments, Ltd. for $1,000 to purchase 925,926 shares of our common stock at $1.08 per share; and (ii) a subscription agreement with Dr. Dolev Rafaeli for $1,000 to purchase 925,926 shares of our common stock at $1.08 per share. The Company may incur additional expenses, or Accelmed may receive additional shares in the event of certain contingencies. The Company is required to reimburse Accelmed for its legal, consulting, due diligence and administrative costs related to the proposed stock purchase, including the reasonable legal fees, disbursements and related charges of Accelmed's counsel in an aggregate amount not to exceed $400 (or up to $500 in the event of certain contingencies, and subject to no cap in the event the Company's stockholders do not approve the transaction) at the earliest of (i) the closing, or (ii) the termination of Accelmed SPA for any reason other than by reason of a breach of the Accelmed SPA by Accelmed. The Company may also be obligated to pay a breakup fee of $600 in the event the Company's board of directors makes a recommendation against the approval of the transaction. The Accelmed SPA also requires that the Company indemnify Accelmed for certain items as defined in SPA. In connection with the Accelmed investment, the Company has agreed to pay a fee equal to 4% of the amount paid at closing to HC Wainwright, the Company's placement agent. This fee is in addition to the fees that will be owed to Fairmount Partners, the Company's financial advisor. Upon the closing of the Accelmed transaction, the Company is obligated to pay Fairmount Partners a fee of $692 of which $100 has been paid as a retainer, leaving a balance to be paid at closing of $592. In the event the Company becomes obligated to pay additional investment advisors fees, the Company is obligated to indemnify Accelmed for the additional payment. The Company incurred $844 of costs related to the equity financing during the three months ended March 31, 2018. These costs were capitalized and are presented within Prepaid Expenses and Other Current Assets on the Condensed Consolidated Balance Sheet as of March 31, 2018. Upon the closing of the transaction, these costs will be reclassified from other current assets to stockholders' equity as an offset to the proceeds from the transaction. In further consideration of entering into their respective stock purchase agreements, Sabby and Broadfin have each entered into separate agreements restricting their abilities to sell their holdings (the "Leak-Out Agreements"). Under the terms of each of the respective Leak-Out Agreements, the stockholder has agreed that from the later of (a) the date that the approval by the shareholders of the transactions is deemed effective and (b) the closing of the transactions contemplated pursuant to the SPA, the stockholder shall not sell dispose or otherwise transfer, directly or indirectly, (including, without limitation, any sales, short sales, swaps or any derivative transactions that would be equivalent to any sales or short positions) any shares of Common Stock of the Company held by the Stockholder on the date hereof or issuable to the Stockholder upon conversion of shares of the Company's Preferred Stock held by the Stockholder on the date hereof, (a) if prior to April 1, 2019, at a price per Company Share less than $1.296, subject to adjustment for reverse and forward stock splits and the like, or (b) thereafter, at a price per share reflecting less than the price set forth on the schedule in the Leak-Out Agreements subject to adjustment for reverse and forward stock splits and the like, unless, (1) in the case of either clauses (a) or (b), otherwise approved by the Company's Board of Directors, (2) in the case of clause (b), under a shelf prospectus or such other controlled offering as may be agreed to by the Principal Stockholders (as defined in the Stock Purchase Agreement) or (3) in the case of either clauses (a) or (b), in a sale pursuant to which any other stockholder(s) of the Company are offered the same terms of sale, including in a merger, consolidation, transfer or conversion involving the Company or any of its subsidiaries. Pursuant to the Accelmed SPA, on April 10, 2018, we had a change in administration by which Dr. Dolev Rafaeli became Interim Chief Executive Officer and Frank J. McCaney, our former CEO, became Interim Chief Financial Officer. Additionally, effective after the closing of the investment at least five of the current board members will resign. Accelmed shall have the right to fill all the remaining vacancies effective as of the closing of the investment. The transaction is subject to shareholder approval. Sabby and Broadfin have delivered to the Company a voting undertaking obligating Sabby and Broadfin to (a) increase their respective "blocker" to 9.99% prior to the record date for the meeting of the shareholders, and (b) vote all their voting shares in the Company at the meeting to approve the proposed transaction. The Company intends to schedule a special meeting of the shareholders as soon as practicable and within the time limits set forth in the Accelmed SPA. The meeting is currently scheduled for May 23, 2018. MidCap Non-binding Letter of Intent In connection with the proposed investment led by Accelmed described above, we entered into a non-binding letter of intent dated March 30, 2018 with MidCap to terminate the existing MidCap loan agreement and replace it with a new agreement. This new agreement is contingent upon our raising $14,000 in new equity financing and the repayment of $3,000 on the current facility. Under the new agreement among other terms, the base amount of the loan is to be $7,571; the term is for 48 months; interest only payments for the first 18 months; and straight-line principal payments for the remaining 30 months. This loan will be collateralized by substantially all the assets of the Company and will contain certain financial and non-financial covenants. Liquidity As of March 31, 2018, the Company had an accumulated deficit of $231,863 and had been incurring losses since inception as well as negative cash flows from operations until 2016. To date, the Company has dedicated most of its financial resources to research and development, sales and marketing, and general and administrative expenses. While management believes that its current cash and cash equivalents as of March 31, 2018, combined with the anticipated revenues from the sale of the Company's products will be sufficient to satisfy its working capital needs, and capital asset purchases, for the next 12 months following the filing of this form 10-Q, there is a risk associated with the Company's ability to meet its debt obligations should the Company breach its debt covenants. The current MidCap agreement has financial covenants including a minimum monthly net revenue covenant. If the Company fails to meet the revenue covenant, it may be declared in breach of the credit facility agreement, and MidCap would have the option to call the full debt balance outstanding under the credit facility agreement, which was $10,279 as of March 31, 2018. The Company has 30 days to report a default and upon notice from MidCap of a financial covenant breach, the Company has an additional 10 business days to cure such default. The Company, however, cannot be certain that this default will be cured in such period or at all. The equity financings described in this footnote are subject to shareholder approval. Therefore, there is uncertainty whether the Company will close on the equity purchase and subscription agreements as well as the MidCap non-binding letter of intent. While there is no guarantee of shareholder approval, management is confident that shareholders will reach both a quorum and a positive vote since Sabby and Broadfin, per the voting agreement described above, have proposed to increase their respective blockers to a combined 19.99% of the vote. |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2018 | |
Revenue [Abstract] | |
Revenue | Note 3 Revenue: In the Dermatology Recurring Procedures Segment the Company has two types of arrangements for its phototherapy treatment equipment as follows: (i) the Company places its lasers in a physician's office at no charge to the physician, and generally charges the physician a fee for an agreed upon number of treatments; or (ii) the Company places its lasers in a physician's office and charges the physician a fixed fee for a specified period of time not to exceed an agreed upon number of treatments; if number is exceeded additional fees will have to be paid. For the purposes of U.S. GAAP only, these two types of arrangements are treated as short term operating leases, and thus are outside the scope of ASC 606 and are accounted for in accordance with ASC 840, Leases. While these are not operating leases contractually, these are viewed as operating leases for accounting purposes since in these arrangements the Company provides the customers the rights to use the treatment equipment and the customers control physical access to the treatment equipment while controlling the utility and output of such equipment during the term of the arrangement. For the first type of arrangement, fees are recognized as revenue over the contract term, which equates to the usage period of the agreed upon number of treatments, as the treatments are being used. For the second type of arrangement fees are recognized as revenue ratably on a straight-line basis over the term period specified in the agreement. Contingent amounts that will be paid only if the customer exceeds the agreed upon number of treatments are recognized only when such treatments are being exceeded and used. Prepaid amounts are recorded in deferred revenue and recognized as revenue over the lease term in the patterns described above. The fee charged is inclusive of the use of the system and the services provided by the Company to the customer, which include system maintenance, and other services. The Company considers the other service and support elements in the contract to be perfunctory and inconsequential. In the Dermatology Procedures Equipment segment the Company sells its products internationally through a distributor, and domestically directly to a physician. For the product sales, the Company recognizes revenues when control of the promised products is transferred to the Company's customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those products (the transaction price). Control transfers to the customer at a point in time. To indicate the transfer of control, the Company must have a present right to payment and legal title must have passed to the customer. The Company ships most of its products FOB shipping point, and as such, the Company primarily transfers control and records revenue upon shipment. From time to time the Company will grant certain customers, for example governmental customers, FOB destination terms, and the transfer of control for revenue recognition occurs upon receipt. The remaining performance obligations related to ASC 606 represent the aggregate transaction price allocated to performance obligations with an original contract term greater than one year which are fully or partially unsatisfied at the end of the period. Remaining performance obligations for the Company include the potential obligation to perform under extended warranties, but excludes leases. As of March 31, 2018 the aggregate amount of the transaction price allocated to remaining performance obligations was $264, and the Company expects to recognize $89 of the remaining performance obligations over the subsequent twelve months and the remainder thereafter. Contract assets primarily relate to the Company's rights to consideration for work completed in relation to its services performed but not billed at the reporting date. The contract assets are transferred to the receivables when the rights become unconditional. Currently, the Company does not have any contract assets which have not transferred to a receivable. Contract liabilities primarily relate to extended warranties where we have received payments but we have not yet satisfied the related performance obligations. The advance consideration received from customers for the services is a contract liability until services are provided to the customer. The $89 of short-term contract liabilities is presented as deferred revenues on the Condensed Consolidated Balance Sheets, and the $175 of long-term contract liabilities is presented within Other Liabilities. For the three months ended March 31, 2018, $7 was recognized as revenue from amounts classified as contract liabilities (i.e. deferred revenues) as of January 1, 2018. The following table presents the Company's revenue disaggregated by segment and geographical region for the three months ended March 31, 2018. Domestic refers to revenue from customers based in the United States, and substantially all foreign revenue is derived from dermatology procedures equipment sales to the Company's international master distributor for physicians based in Asia. Dermatology Recurring Procedures Dermatology Procedures Equipment TOTAL Domestic $ 4,498 $ 657 $ 5,155 Foreign - 1,311 1,311 Total $ 4,498 $ 1,968 $ 6,466 |
Inventories
Inventories | 3 Months Ended |
Mar. 31, 2018 | |
Inventories [Abstract] | |
Inventories | Note 4 Inventories: March 31, 2018 December 31, 2017 (unaudited) Raw materials and work in progress $ 2,601 $ 2,490 Finished goods 428 519 Total inventories $ 3,029 $ 3,009 Work-in-process is immaterial, given the Company's typically short manufacturing cycle, and therefore is disclosed in conjunction with raw materials. |
Property and Equipment, net
Property and Equipment, net | 3 Months Ended |
Mar. 31, 2018 | |
Property and Equipment, net [Abstract] | |
Property and Equipment, net | Note 5 Property and Equipment, net: March 31, 2018 December 31, 2017 (unaudited) Lasers placed-in-service $ 17,746 $ 17,820 Equipment, computer hardware and software 462 462 Furniture and fixtures 130 124 Leasehold improvements 31 31 18,369 18,437 Accumulated depreciation and amortization (11,453 ) (10,734 ) Property and equipment, net $ 6,916 $ 7,703 Depreciation and related amortization expense was $986 and $1,089 for the three months ended March 31, 2018 and 2017, respectively. |
Intangible Assets, net
Intangible Assets, net | 3 Months Ended |
Mar. 31, 2018 | |
Intangible Assets, net [Abstract] | |
Intangible Assets, net | Note 6 Intangible Assets, net: Set forth below is a detailed listing of definite-lived intangible assets: March 31, 2018 December 31, 2017 (unaudited) Core technology $ 5,700 $ 5,700 Product technology 1,500 1,500 Customer relationships 6,900 6,900 Tradenames 1,500 1,500 Distribution rights - 286 15,600 15,886 Accumulated amortization (4,928 ) (4,561 ) Intangible assets, net $ 10,672 $ 11,325 Related amortization expense was $427 and $454 for the three months ended March 31, 2018 and 2017, respectively. During the three months ended March 31, 2018, the Company wrote off distribution rights of $286 and accumulated amortization of $60 related to the discontinuance of the Nordlys product. The value written off of $226 was recorded in selling and marketing expense. See Note 17 Subsequent Events Estimated amortization expense for the above amortizable intangible assets for future periods is as follows: Remaining 2018 $ 1,207 2019 1,610 2020 1,510 2021 1,410 2022 1,410 Thereafter 3,525 Total $ 10,672 |
Other Accrued Liabilities
Other Accrued Liabilities | 3 Months Ended |
Mar. 31, 2018 | |
Other Accrued Liabilities [Abstract] | |
Other Accrued Liabilities | Note 7 Other Accrued Liabilities: March 31, 2018 December 31, 2017 (unaudited) Accrued warranty, current $ 120 $ 109 Accrued compensation, including commissions and vacation 744 785 Accrued sales and other taxes 872 904 Distributor rights liability, current 88 85 Accrued professional fees and other accrued liabilities 392 477 Total other accrued liabilities $ 2,216 $ 2,360 Included in accrued sales and other taxes are certain estimated sales and use taxes and related penalties and interest to taxing authorities. The Company has been subject to audits performed by the taxing authorities. The Company uses estimates when accruing its sales and use tax liability, including interest and penalties. All of the Company's tax positions are subject to audit. While the Company believes all of its estimates and assumptions are reasonable and will be sustained upon audit, actual liabilities and credits may differ significantly. The Company believes its accruals cover all probable payments relating to sales and use taxes. |
Long-term Debt
Long-term Debt | 3 Months Ended |
Mar. 31, 2018 | |
Long-term Debt [Abstract] | |
Long-term Debt | Note 8 Long-term Debt: March 31, 2018 December 31, 2017 (unaudited) Term note, net of debt discount of $141 and $160, respectively; and deferred financing cost of $151 and $171, respectively $ 10,279 $ 10,240 Less: current portion (3,410 ) (2,387 ) Total long-term debt $ 6,869 $ 7,853 Term-Note Credit Facility On December 30, 2015, the Company entered into a $12,000 credit facility pursuant to a Credit and Security Agreement (the "Agreement") and related financing documents with MidCap Financial Trust ("MidCap") and the lenders listed therein. Under the Agreement, the credit facility may be drawn down in two tranches, the first of which was drawn for $10,500 on December 30, 2015. The proceeds of this first tranche were used to repay $10,000 principal amount of short-term senior secured promissory notes, plus associated interest, loan fees and expenses. The second tranche was drawn for $1,500 on January 29, 2016. The maturity date of the credit facility is December 1, 2020. The Company's obligations under the credit facility are secured by a first priority lien on all of the Company's assets. This credit facility includes both financial and non-financial covenants, including a minimum net revenue covenant. On November 10, 2017, the minimum net revenue covenant was amended prospectively. Additionally on November 10, 2017, the Company entered into an amendment to modify the principal payments including a period of six months where there are no principal payments due. The interest rate on the credit facility is one month LIBOR plus 8.25%, subject to a LIBOR floor of 0.5% (9.91% as of March 31, 2018). On March 26, 2018 we entered into a Third Amendment to the Agreement with MidCap. For the period beginning on the closing date of the loan and ending on January 31, 2018, the gross revenue in accordance with GAAP for the twelve-month period ending on the last day of the most recently completed calendar month was amended to be less than the minimum amount on the Covenant Schedule. The Amendment waives the event of default related to the revenue covenant for period ending February 2018. The Amendment also amends the monthly net revenue covenant for March and April 2018. The Company was in compliance with the covenant as of March 31, 2018. The following table summarizes the future payments that the Company is obligated to make for the long-term debt for the future periods: Remaining in 2018 $ 2,387 2019 4,092 2020 4,092 $ 10,571 |
Convertible Debentures
Convertible Debentures | 3 Months Ended |
Mar. 31, 2018 | |
Convertible Debentures [Abstract] | |
Convertible Debentures | Note 9 Convertible Debentures: The total outstanding convertible debentures was exchanged for convertible Preferred C stock on September 20, 2017, thus there was no remaining outstanding balance as of March 31, 2018 or December 31, 2017. Total interest expense related to these convertible debentures was $0 and $990 for the three months ended March 31, 2018 and 2017, respectively. |
Warrants
Warrants | 3 Months Ended |
Mar. 31, 2018 | |
Warrants [Abstract] | |
Warrants | Note 10 Warrants: The Company accounts for warrants that require net cash settlement upon change of control of the Company as liabilities instead of equity. Currently there are 403,090 of such warrants with an exercise price of $3.75 per share and they expire between February 5, 2019 and April 30, 2019. The fair value of these derivatives is insignificant as of March 31, 2018 and December 31, 2017, respectively. The change in fair value of these derivatives was recorded as $1 of other income and $132 of other expense for the three months ended March 31, 2018 and 2017, respectively. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2018 | |
Stockholders' Equity [Abstract] | |
Stockholders' Equity | Note 11 Stockholders' Equity: Common Stock and Warrants Outstanding common stock warrants at March 31, 2018 consist of the following: Issue Date Expiration Date Total Warrants Exercise Price 4/26/2013 4/26/2018 13,865 $ 55.90 10/31/2013* 4/30/2019 137,143 $ 3.75 2/5/2014* 2/5/2019 265,947 $ 3.75 7/24/2014 7/24/2019 1,239,769 $ 3.75 - $ 12.25 6/22/2015 6/22/2020 600,000 $ 3.75 12/30/2015 12/30/2020 130,089 $ 5.65 1/29/2016 1/29/2021 19,812 $ 5.30 2,406,625 *These warrants are classified as liabilities. |
Stock-based compensation
Stock-based compensation | 3 Months Ended |
Mar. 31, 2018 | |
Stock-based compensation [Abstract] | |
Stock-based compensation | Note 12 Stock-based compensation: At March 31, 2018, the Company had 2,208,781 options outstanding with a weighted-average exercise price of $2.38. 538,029 options are vested and exercisable. On March 30, 2018, the Company issued 1,557,628 options to purchase common stock to its Interim Chief Executive Officer with a strike price of $1.12. The options vest over three years and expire ten years from the date of grant. The aggregate fair value of the options granted was $950. Stock-based compensation expense, which is included in general and administrative expense, for the three months ended March 31, 2018 and 2017 was $19 and $52, respectively. As of March 31, 2018 there was $1,034 in unrecognized compensation expense, which will be recognized over a weighted average period of 1.7 years. |
Income taxes
Income taxes | 3 Months Ended |
Mar. 31, 2018 | |
Income taxes [Abstract] | |
Income taxes | Note 13 Income taxes: The Company accounts for income taxes using the asset and liability method for deferred income taxes. The provision for income taxes includes federal, state and local income taxes currently payable and deferred taxes resulting from temporary differences between the financial statement and tax bases of assets and liabilities. Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized. Income tax expense of $40 and $70 for the three months ended March 31, 2018 and 2017, respectively, was comprised of the change in deferred tax liability related to goodwill. Goodwill is an amortizing asset according to tax regulations. This generates a deferred tax liability that is not used to offset deferred tax assets for valuation allowance considerations. |
Business Segments and Geographi
Business Segments and Geographic Data | 3 Months Ended |
Mar. 31, 2018 | |
Business Segments and Geographic Data [Abstract] | |
Business Segments and Geographic Data | Note 14 Business Segments and Geographic Data: The Company organized its business into three operating segments to better align its organization based upon the Company's management structure, products and services offered, markets served and types of customers, as follows: The Dermatology Recurring Procedures segment derives its revenues from the XTRAC procedures performed by dermatologists. The Dermatology Procedures Equipment segment generates revenues from the sale of equipment, such as lasers and lamp products. The Dermatology Imaging segment generated revenues from the sale and usage of imaging devices. The Company has announced that it will no longer support the imaging devices effective September 30, 2017 thus there will be minimal continuing revenues for this segment. Management reviews financial information presented on an operating segment basis for the purposes of making certain operating decisions and assessing financial performance. Unallocated operating expenses include costs that are not specific to a particular segment but are general to the group; included are expenses incurred for administrative and accounting staff, general liability and other insurance, professional fees and other similar corporate expenses. Interest expense and other income (expense), net are also not allocated to the operating segments. The following tables reflect results of operations from our business segments for the periods indicated below: Three Months Ended March 31, 2018 (unaudited) Dermatology Recurring Procedures Dermatology Procedures Equipment TOTAL Revenues $ 4,498 $ 1,968 $ 6,466 Costs of revenues 1,949 1,346 3,295 Gross profit 2,549 622 3,171 Gross profit % 56.7 % 31.6 % 49.0 % Allocated operating expenses: Engineering and product development 274 64 338 Selling and marketing expenses 2,216 655 2,871 Unallocated operating expenses - - 1,803 2,490 719 5,012 Income (loss) from operations 59 (97 ) (1,841 ) Interest expense, net - - (363 ) Other income, net - - 21 Income (loss) before income taxes $ 59 $ (97 ) $ (2,183 ) Three Months Ended March 31, 2017 (unaudited) Dermatology Recurring Procedures Dermatology Procedures Equipment Dermatology Imaging TOTAL Revenues $ 5,556 $ 1,537 $ 4 $ 7,097 Costs of revenues 2,042 691 - 2,733 Gross profit 3,514 846 4 4,364 Gross profit % 63.2 % 55.0 % 100.0 % 61.5 % Allocated operating expenses: Engineering and product development 416 58 1 475 Selling and marketing expenses 2,773 202 - 2,975 Unallocated operating expenses - - - 1,601 3,189 260 1 5,051 Income (loss) from operations 325 586 3 (687 ) Interest expense, net - - - (1,346 ) Other expense, net - - - (132 ) Income (loss) before income taxes $ 325 $ 586 $ 3 $ (2,165 ) For the three months ended March 31, 2018 and 2017 there were no material net revenues attributable to any individual foreign country. Net revenues by geographic area were, as follows: Three Months Ended March 31, 2018 2017 Domestic $ 5,155 $ 6,014 Foreign 1,311 1,083 $ 6,466 $ 7,097 Long-lived assets were 100% located in domestic markets as of March 31, 2018 and December 31, 2017. |
Significant Customer Concentrat
Significant Customer Concentration | 3 Months Ended |
Mar. 31, 2018 | |
Significant Customer Concentration [Abstract] | |
Significant Customer Concentration | Note 15 Significant Customer Concentration: For the three months ended March 31, 2018, revenues from sales to the Company's international master distributor (GlobalMed Technologies) were $1,311, or 20.3%, of total revenues for such period. At March 31, 2018, the accounts receivable balance from GlobalMed Technologies was $360, or 14.5%, of total net accounts receivable. For the three months ended March 31, 2017, revenues from sales to GlobalMed Technologies were $1,078, or 15.2%, of total revenues for such period. At March 31, 2017, the accounts receivable balance from GlobalMed Technologies was $467, or 15.6%, of total net accounts receivable. No other customer represented more than 10% of total company revenues for the three months ended March 31, 2018 and 2017. No other customer represented more than 10% of total accounts receivable as of March 31, 2018 and 2017. |
Related Parties
Related Parties | 3 Months Ended |
Mar. 31, 2018 | |
Related Parties [Abstract] | |
Related Parties | Note 16 Related Parties: On June 22, 2015, the Company entered into a securities purchase agreement with the Purchasers, including certain funds managed by Sabby Management, LLC and Broadfin Capital LLC (existing Company shareholders), in connection with a private placement. The Purchasers were issued Warrants to purchase an aggregate of 0.6 million shares of common stock, having an exercise price of $3.75 per share. We also issued $32.5 million aggregate principal amount of Debentures that, subject to certain ownership limitations and stockholder approval conditions, were convertible into 8,666,668 shares of common stock at an initial conversion price of $3.75 per share. The Debentures were bearing interest at the rate of 2.25% per year, and, unless previously converted, were to mature on the five-year anniversary of the date of issuance. Refer to Note 9 On June 6, 2017, the Company entered into a Securities Exchange Agreement (the "Agreement") with the holders of its 2.25% Senior Series A Secured Convertible Debentures due June 30, 2021 and 4% Senior Secured Convertible Debentures due July 30, 2021, pursuant to which the holders have agreed to exchange all of such outstanding debentures into shares of newly created Series C Convertible Preferred Stock. The stockholders approved the exchange at the stockholders' meeting held on September 14, 2017. The closing of the exchange was effective on September 20, 2017 and $40,465 of principal was exchanged for 40,482 shares of Series C Preferred Stock. In accordance with ASC Topic 470, Debt On November 4, 2015, the Company entered into consulting agreements with two of its directors, Jeffrey F. O'Donnell, Sr. and Samuel E. Navarro, the terms of which were the same. Under the terms of their respective agreements, each director agreed to provide strategic support, advice and guidance to the Company and its management team in connection with the integration and operation of the expanded business, investor relations and internal and external business development activities. The respective consultant made himself available to the Company's President and Chief Executive Officer and the management team on request at mutually convenient times and reported to the Board of Directors quarterly and otherwise when requested by the Board. The agreements had been extended through June 30 and December 31, 2017 for Mr. Navarro and Mr. O'Donnell, respectively. The directors were each to be paid an up-front fee of $40 for advice and services rendered prior to the date of the agreement, including advice related to the acquisition of the XTRAC and VTRAC assets and the structuring of the financing for that acquisition, a retainer of $10 per month, commencing November 10, 2015 and continuing on the tenth day of each month through the expiration of their respective agreements, and reimbursement of pre-approved, out-of-pocket expenses. The agreements expired per their terms on June 30, 2017 and December 31, 2017, respectively, and no extensions or renewals of the agreement were entered into. During 2017, Modevity LLC ("Modevity"), the developer of the ARALOC Secure Content Distribution Platform, a software system for sharing proprietary and / or confidential content files over the internet and allowing its users to collaborate securely from any mobile or desktop device, has provided certain consulting services to the Company advising on the development of our digital media and marketing initiatives, including providing assistance in our first limited test of targeted advertising using Facebook. Our Board member, James Coyne, has been the Chief Executive Officer of Modevity since helping to found the company in April 2004. To date, Modevity has provided this assistance without charge to the Company. Independent of these services provided by Modevity, in November 2017 the Company entered into an agreement with Olympic Media, a company founded by Ryan Coyne, the son of James Coyne, to create and execute a focused tactical plan to leverage new and existing digital assets across social and digital platforms to drive psoriasis and vitiligo sufferers to the Company's website and call center for conversion to new patient appointments. The agreement with Olympic Media provides for no minimum payments or other financial commitments and is terminable by either party without penalty on ten days written notice. During the three months ended 2018, the Company incurred $13 of expense related to Olympic Media. James Coyne has no financial interest in Olympic Media. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 17 Subsequent Events: From April 1, 2018 through May 11, 2018, investors converted Series C Preferred Stock into 2,679,211 shares of common stock . On April 30, 2018, the Company received a letter from Ellipse A/S that acknowledges the Company's termination of all salespeople engaged with the sale of Nordlys products and terminates the distribution agreement effective May 31, 2018. The Company is in the process of arranging for continuity of its service and warranty obligations for Nordlys products previously sold under the distribution agreement. |
The Company (Policies)
The Company (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
The Company [Abstract] | |
Accounting Principles | Accounting Principles The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"). |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary in India. All significant intercompany balances and transactions have been eliminated in consolidation. |
Unaudited interim consolidated financial statements | Unaudited interim consolidated financial statements The accompanying interim consolidated financial statements have been prepared pursuant to the rules and regulations of the United States Securities and Exchange Commission ("SEC") for interim financial reporting. These consolidated statements are unaudited and, in the opinion of management, include all adjustments (consisting of normal recurring adjustments and accruals) necessary to state fairly the consolidated balance sheets, consolidated statements of comprehensive loss, consolidated statements of cash flows and consolidated statement of changes in equity, for the periods presented in accordance with GAAP. The consolidated balance sheet at December 31, 2017 has been derived from the audited consolidated financial statements at that date. Operating results and cash flows for the three months ended March 31, 2018 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2018, or any other future period. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with GAAP have been omitted in accordance with the rules and regulations for interim reporting of the SEC. These interim consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2017, and other forms filed with the SEC from time to time. |
Reclassifications | Reclassifications Certain reclassifications from the prior year presentation have been made to conform to the current year presentation. These reclassifications did not have a material impact on the Company's equity, net assets, results of operations or cash flows. The Company records co-pay reimbursements made to patients receiving laser treatments as a reduction of revenue. For the three months ended March 31, 2017 the Company reclassified such reimbursements in the amount of $175 from selling and marketing expenses to revenues. |
Significant Accounting Policies | Significant Accounting Policies The significant accounting policies used in preparation of these condensed consolidated financial statements are disclosed in our 2017 Form 10-K, and there have been no changes to the Company's significant account policies during the three months ended March 31, 2018 except for the adoption of the new revenue recognition standard as discussed under Adoption of New Accounting Standards Note 1 |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect amounts reported of assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting periods. Actual results could differ from those estimates and be based on events different from those assumptions. As of March 31, 2018, the more significant estimates include (1) revenue recognition, in regards to deferred revenues and valuation allowances of accounts receivable, (2) the estimated useful lives of intangible assets and property and equipment, (3) the inputs used in determining the fair value of equity-based awards, (4) the valuation allowance related to deferred tax assets and (5) the fair value of financial instruments, including derivative instruments. |
Fair Value Measurements | Fair Value Measurements The Company measures and discloses fair value in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification 820, Fair Value Measurements and Disclosures • Level 1 – unadjusted quoted prices are available in active markets for identical assets or liabilities that the Company has the ability to access as of the measurement date. • Level 2 – pricing inputs are other than quoted prices in active markets that are directly observable for the asset or liability or indirectly observable through corroboration with observable market data. • Level 3 – pricing inputs are unobservable for the non-financial asset or liability and only used when there is little, if any, market activity for the non-financial asset or liability at the measurement date. The inputs into the determination of fair value require significant management judgment or estimation. Fair value is determined using comparable market transactions and other valuation methodologies, adjusted as appropriate for liquidity, credit, market and/or other risk factors. This hierarchy requires the Company to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. The fair value of cash and cash equivalents are based on their respective demand value, which are equal to the carrying value. The fair value of derivative warrant liabilities is estimated using option pricing models that are based on the fair value of the Company's common stock as well as assumptions for volatility, remaining expected life, and the risk-free interest rate. The derivative warrant liabilities are the only recurring Level 3 fair value measures. The carrying value of all other short-term monetary assets and liabilities is estimated to be approximate to their fair value due to the short-term nature of these instruments. As of March 31, 2018 and December 31, 2017, the Company assessed its long-term debt (including the current portion) and determined that the fair value of total debt approximated its book value due to the rate on the debt being at market. Several of the warrants outstanding as of March 31, 2018 and 2017 have non-standard terms as they relate to a fundamental transaction and require a net-cash settlement upon change in control of the Company. All such warrants are classified as derivatives and are the Company's only recurring fair value measurement. These warrants have been recorded at their fair value using a binomial option pricing model and continue to be recorded at their respective fair value at each subsequent balance sheet date until such terms expire. See Note 10, Warrants |
Earnings Per Share | Earnings Per Share The Company calculates net income (loss) per share in accordance with ASC 260, Earnings per Share The Company's Series C Preferred Shares are subordinate to all other securities at the same subordination level as common stock and they participate in all dividends and distributions declared or paid with respect to common stock of the Company, on an as-converted basis. Therefore, the Series C Preferred Shares meet the definition of common stock under ASC 260. Earnings per share is presented for each class of security meeting the definition of common stock. The net loss is allocated to each class of security meeting the definition of common stock based on their contractual terms. The following table presents the calculation of basic and diluted net loss per share by each class of security for the three months ended March 31, 2018: Three Months Ended March 31, 2018 Common stock Series C Preferred stock Net loss $ (547 ) $ (1,676 ) Weighted average number of shares outstanding during the period 4,371,369 36,002 Basic and Diluted net loss per share $ (0.13 ) $ (46.54 ) For the three months ended March 31, 2018, diluted net loss per common share and Series C Preferred share is equal to the basic net loss per common share and Series C Preferred share, respectively, since all potentially dilutive securities are antidilutive. For the three months ended March 31, 2017, diluted net loss per common share is equal to the basic net loss per common share since all potentially dilutive securities are antidilutive. The loss on the change in fair value of the warrant liability would be considered in the diluted earnings per share calculation and was deemed to be antidilutive. The weighted average of potential common stock equivalents outstanding during the three months ended March 31, 2018 and 2017 consist of common stock equivalents of senior secured convertible debentures, common stock purchase warrants, convertible preferred stock and common stock options, which are summarized as follows: March 31, 2018 2017 Common stock equivalents of convertible debentures - 9,206,526 Common stock purchase warrants 2,406,625 2,406,625 Common stock equivalents of convertible preferred stock 13,383,691 467,836 Common stock options 876,127 898,331 Total 16,666,443 12,979,318 |
Adoption of New Accounting Standards | Adoption of New Accounting Standards Effective January 1, 2018, the Company adopted Accounting Standards Update ("ASU") 2014-09, Revenue from Contracts with Customers Other than the above change related to warranties, the adoption of this standard did not have an impact on the Company's results of operations for the three months ended March 31, 2018. The impact from adopting this standard on the Company's statement of operations and comprehensive loss for the three months ended March 31, 2018 is as follows: For the Three Months Ended March 31, 2018 Statement of Operations and Comprehensive Loss As Reported Balances Without Adoption of ASC 606 Effect of Adoption Higher / (Lower) Revenues $ 6,466 $ 6,496 $ (30 ) See Note 3 for additional information. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards In July 2017, the FASB issued a two-part ASU 2017-11, "(Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Non-controlling Interests with a Scope Exception." For public business entities, the amendments in Part 1 of ASU 2017-11 are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted for all entities, including adoption in an interim period. The amendments in Part 2 of ASU 2017-11 do not require any transition guidance because those amendments do not have an accounting effect. The Company is currently evaluating the impact of this guidance on the Company's consolidated financial statements. In January 2017, the FASB issued ASU 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. The new guidance eliminated Step 2 from the goodwill impairment test which was required in computing the implied fair value of goodwill. Instead, under the new amendments, an entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit's fair value, however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. If applicable, an entity should consider income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss. The amendments in this guidance are effective for public business entities for annual and interim goodwill impairment tests performed in fiscal years beginning after December 15, 2019 with early adoption permitted after January 1, 2017. As the Company has not identified a goodwill impairment loss, currently this guidance does not have an impact on the Company's financial statements. In February 2016, the FASB issued ASU 2016-02: Leases. The ASU introduces a lessee model that results in most leases impacting the balance sheet. Under ASU 2016-02, lessees will be required to recognize, for all leases with terms longer than 12 months, at the commencement date of the lease, a lease liability, which is a lessee's obligation to make lease payments arising from a lease measured on a discounted basis, and a right-to-use asset, which is an asset that represents the lessee's right to use or control the use of a specified asset for the lease term. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition. Also, the new standard aligns many of the underlying principles of the new lessor model with those in ASC 606, the FASB's new revenue recognition model. The update is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. While we continue to evaluate the effect of adopting this guidance on our consolidated financial statements and related disclosures, we expect our operating leases will be subject to the new standard. We will recognize right-of-use assets and operating lease liabilities on our consolidated balance sheets upon adoption, which will increase our total assets and liabilities. With regard to the Company's revenue from short-term leases, we do not expect the new standard to have a material impact on our consolidated financial statements. |
The Company (Tables)
The Company (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
The Company [Abstract] | |
Calculation of Basic and Diluted Net Loss Per Share by Class of Security | The following table presents the calculation of basic and diluted net loss per share by each class of security for the three months ended March 31, 2018: Three Months Ended March 31, 2018 Common stock Series C Preferred stock Net loss $ (547 ) $ (1,676 ) Weighted average number of shares outstanding during the period 4,371,369 36,002 Basic and Diluted net loss per share $ (0.13 ) $ (46.54 ) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The weighted average of potential common stock equivalents outstanding during the three months ended March 31, 2018 and 2017 consist of common stock equivalents of senior secured convertible debentures, common stock purchase warrants, convertible preferred stock and common stock options, which are summarized as follows: March 31, 2018 2017 Common stock equivalents of convertible debentures - 9,206,526 Common stock purchase warrants 2,406,625 2,406,625 Common stock equivalents of convertible preferred stock 13,383,691 467,836 Common stock options 876,127 898,331 Total 16,666,443 12,979,318 |
Impact of Adoption of New Accounting Standards on the Statement of Operations and Comprehensive Loss | The impact from adopting this standard on the Company's statement of operations and comprehensive loss for the three months ended March 31, 2018 is as follows: For the Three Months Ended March 31, 2018 Statement of Operations and Comprehensive Loss As Reported Balances Without Adoption of ASC 606 Effect of Adoption Higher / (Lower) Revenues $ 6,466 $ 6,496 $ (30 ) |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Revenue [Abstract] | |
Disaggregation of Revenue | The following table presents the Company's revenue disaggregated by segment and geographical region for the three months ended March 31, 2018. Domestic refers to revenue from customers based in the United States, and substantially all foreign revenue is derived from dermatology procedures equipment sales to the Company's international master distributor for physicians based in Asia. Dermatology Recurring Procedures Dermatology Procedures Equipment TOTAL Domestic $ 4,498 $ 657 $ 5,155 Foreign - 1,311 1,311 Total $ 4,498 $ 1,968 $ 6,466 |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Inventories [Abstract] | |
Schedule of Inventory | March 31, 2018 December 31, 2017 (unaudited) Raw materials and work in progress $ 2,601 $ 2,490 Finished goods 428 519 Total inventories $ 3,029 $ 3,009 |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Property and Equipment, net [Abstract] | |
Summary of Property and Equipment, Net | March 31, 2018 December 31, 2017 (unaudited) Lasers placed-in-service $ 17,746 $ 17,820 Equipment, computer hardware and software 462 462 Furniture and fixtures 130 124 Leasehold improvements 31 31 18,369 18,437 Accumulated depreciation and amortization (11,453 ) (10,734 ) Property and equipment, net $ 6,916 $ 7,703 |
Intangible Assets, net (Tables)
Intangible Assets, net (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Intangible Assets, net [Abstract] | |
Schedule of Definite-lived Intangible Assets | Set forth below is a detailed listing of definite-lived intangible assets: March 31, 2018 December 31, 2017 (unaudited) Core technology $ 5,700 $ 5,700 Product technology 1,500 1,500 Customer relationships 6,900 6,900 Tradenames 1,500 1,500 Distribution rights - 286 15,600 15,886 Accumulated amortization (4,928 ) (4,561 ) Intangible assets, net $ 10,672 $ 11,325 |
Finite-lived Intangible Assets Amortization Expense | Estimated amortization expense for the above amortizable intangible assets for future periods is as follows: Remaining 2018 $ 1,207 2019 1,610 2020 1,510 2021 1,410 2022 1,410 Thereafter 3,525 Total $ 10,672 |
Other Accrued Liabilities (Tabl
Other Accrued Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Other Accrued Liabilities [Abstract] | |
Schedule of Other Accrued Liabilities | March 31, 2018 December 31, 2017 (unaudited) Accrued warranty, current $ 120 $ 109 Accrued compensation, including commissions and vacation 744 785 Accrued sales and other taxes 872 904 Distributor rights liability, current 88 85 Accrued professional fees and other accrued liabilities 392 477 Total other accrued liabilities $ 2,216 $ 2,360 |
Long-term Debt (Tables)
Long-term Debt (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Long-term Debt [Abstract] | |
Long-term Debt | March 31, 2018 December 31, 2017 (unaudited) Term note, net of debt discount of $141 and $160, respectively; and deferred financing cost of $151 and $171, respectively $ 10,279 $ 10,240 Less: current portion (3,410 ) (2,387 ) Total long-term debt $ 6,869 $ 7,853 |
Summary of Maturities of Long-term Debt | The following table summarizes the future payments that the Company is obligated to make for the long-term debt for the future periods: Remaining in 2018 $ 2,387 2019 4,092 2020 4,092 $ 10,571 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Stockholders' Equity [Abstract] | |
Summary of Outstanding Common Stock Warrants | Outstanding common stock warrants at March 31, 2018 consist of the following: Issue Date Expiration Date Total Warrants Exercise Price 4/26/2013 4/26/2018 13,865 $ 55.90 10/31/2013* 4/30/2019 137,143 $ 3.75 2/5/2014* 2/5/2019 265,947 $ 3.75 7/24/2014 7/24/2019 1,239,769 $ 3.75 - $ 12.25 6/22/2015 6/22/2020 600,000 $ 3.75 12/30/2015 12/30/2020 130,089 $ 5.65 1/29/2016 1/29/2021 19,812 $ 5.30 2,406,625 *These warrants are classified as liabilities. |
Business Segments and Geograp33
Business Segments and Geographic Data (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Business Segments and Geographic Data [Abstract] | |
Schedule of Segment Reporting Information by Segment | The following tables reflect results of operations from our business segments for the periods indicated below: Three Months Ended March 31, 2018 (unaudited) Dermatology Recurring Procedures Dermatology Procedures Equipment TOTAL Revenues $ 4,498 $ 1,968 $ 6,466 Costs of revenues 1,949 1,346 3,295 Gross profit 2,549 622 3,171 Gross profit % 56.7 % 31.6 % 49.0 % Allocated operating expenses: Engineering and product development 274 64 338 Selling and marketing expenses 2,216 655 2,871 Unallocated operating expenses - - 1,803 2,490 719 5,012 Income (loss) from operations 59 (97 ) (1,841 ) Interest expense, net - - (363 ) Other income, net - - 21 Income (loss) before income taxes $ 59 $ (97 ) $ (2,183 ) Three Months Ended March 31, 2017 (unaudited) Dermatology Recurring Procedures Dermatology Procedures Equipment Dermatology Imaging TOTAL Revenues $ 5,556 $ 1,537 $ 4 $ 7,097 Costs of revenues 2,042 691 - 2,733 Gross profit 3,514 846 4 4,364 Gross profit % 63.2 % 55.0 % 100.0 % 61.5 % Allocated operating expenses: Engineering and product development 416 58 1 475 Selling and marketing expenses 2,773 202 - 2,975 Unallocated operating expenses - - - 1,601 3,189 260 1 5,051 Income (loss) from operations 325 586 3 (687 ) Interest expense, net - - - (1,346 ) Other expense, net - - - (132 ) Income (loss) before income taxes $ 325 $ 586 $ 3 $ (2,165 ) |
Schedule of Net Revenues by Geographic Areas | For the three months ended March 31, 2018 and 2017 there were no material net revenues attributable to any individual foreign country. Net revenues by geographic area were, as follows: Three Months Ended March 31, 2018 2017 Domestic $ 5,155 $ 6,014 Foreign 1,311 1,083 $ 6,466 $ 7,097 |
The Company, Background (Detail
The Company, Background (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018USD ($)SystemsExtension | Dec. 31, 2017USD ($) | |
Business Acquisition [Line Items] | ||
Intangible assets, gross | $ 15,600 | $ 15,886 |
Esthetic Education, LLC [Member] | ||
Business Acquisition [Line Items] | ||
Agreement period | 3 years | |
Number of extensions allowed | Extension | 2 | |
Period of extension | 1 year | |
Ellipse New Agreement [Member] | ||
Business Acquisition [Line Items] | ||
License fee for initial term | $ 355 | |
Intangible assets, gross | $ 286 | |
XTRAC [Member] | ||
Business Acquisition [Line Items] | ||
Number of systems placed in dermatologists offices | Systems | 746 |
The Company, Reclassifications
The Company, Reclassifications (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Reclassifications from Prior Year Presentation [Line Items] | ||
Selling and marketing expenses | $ 2,871 | $ 2,975 |
Revenues | $ 6,466 | 7,097 |
Reclassification [Member] | ||
Reclassifications from Prior Year Presentation [Line Items] | ||
Selling and marketing expenses | (175) | |
Revenues | $ 175 |
The Company, Earnings Per Share
The Company, Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Net loss | $ (2,223) | $ (2,235) |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potential common stock equivalents (in shares) | 16,666,443 | 12,979,318 |
Common Stock [Member] | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Net loss | $ (547) | |
Weighted average number of shares outstanding during the period (in shares) | 4,371,369 | 2,176,731 |
Basic and Diluted net loss per share (in dollars per share) | $ (0.13) | $ (1.03) |
Series C Preferred Stock [Member] | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Net loss | $ (1,676) | |
Weighted average number of shares outstanding during the period (in shares) | 36,002 | 0 |
Basic and Diluted net loss per share (in dollars per share) | $ (46.54) | $ 0 |
Shares used in computing net loss per basic and diluted preferred share (in shares) | 36,002 | |
Net loss per basic and diluted preferred share (in dollars per share) | $ (46.54) | |
Common Stock Equivalents of Convertible Debentures [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potential common stock equivalents (in shares) | 0 | 9,206,526 |
Common Stock Purchase Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potential common stock equivalents (in shares) | 2,406,625 | 2,406,625 |
Common Stock Equivalents of Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potential common stock equivalents (in shares) | 13,383,691 | 467,836 |
Common Stock Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potential common stock equivalents (in shares) | 876,127 | 898,331 |
The Company, Adoption of New Ac
The Company, Adoption of New Accounting Standards (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Statement of Operations and Comprehensive Loss [Abstract] | |||
Revenues | $ 6,466 | $ 7,097 | |
ASU 2014-09 [Member] | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Adoption of accounting standard | (234) | ||
Balances Without Adoption of ASC 606 [Member] | ASU 2014-09 [Member] | |||
Statement of Operations and Comprehensive Loss [Abstract] | |||
Revenues | 6,496 | ||
Effect of Adoption Higher / (Lower) [Member] | ASU 2014-09 [Member] | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Deferred revenue | $ 234 | ||
Statement of Operations and Comprehensive Loss [Abstract] | |||
Revenues | (30) | ||
Effect of Adoption Higher / (Lower) [Member] | ASU 2014-09 [Member] | Accumulated Deficit [Member] | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Adoption of accounting standard | $ (234) |
Liquidity and Going Concern (De
Liquidity and Going Concern (Details) $ / shares in Units, $ in Thousands | Apr. 10, 2018BoardMember | Mar. 30, 2018USD ($)$ / sharesshares | Mar. 31, 2018USD ($) | Dec. 31, 2017USD ($) |
Class of Stock [Line Items] | ||||
Expected equity financing investment | $ 17,000 | |||
Equity financing cost | $ 844 | |||
Accumulated deficit | $ (231,863) | $ (229,406) | ||
Revenue covenants, cure period in the event of default | 30 days | |||
Revenue covenants, additional cure period in the event of default | 10 days | |||
Broadfin Capital [Member] | Subsequent Event [Member] | ||||
Class of Stock [Line Items] | ||||
Percentage of blocker prior to record date for meeting of shareholders | 9.99% | |||
Sabby Management [Member] | Subsequent Event [Member] | ||||
Class of Stock [Line Items] | ||||
Percentage of blocker prior to record date for meeting of shareholders | 9.99% | |||
Accelmed Stock Purchase Agreement [Member] | ||||
Class of Stock [Line Items] | ||||
Breakup fee | $ 600 | |||
Closing fee percentage | 4.00% | |||
Expected investment advisory fees | $ 692 | |||
Expected investment advisory retainer fees | 100 | |||
Remaining balance of expected investment advisory fees | 592 | |||
Accelmed Stock Purchase Agreement [Member] | Minimum [Member] | ||||
Class of Stock [Line Items] | ||||
Professional fees | 400 | |||
Accelmed Stock Purchase Agreement [Member] | Maximum [Member] | ||||
Class of Stock [Line Items] | ||||
Professional fees | 500 | |||
Accelmed Stock Purchase Agreement [Member] | Subsequent Event [Member] | Minimum [Member] | ||||
Class of Stock [Line Items] | ||||
Number of current board members expected to resign | BoardMember | 5 | |||
Accelmed Stock Purchase Agreement [Member] | Accelmed Growth Partners L.P. [Member] | ||||
Class of Stock [Line Items] | ||||
Expected equity financing investment | $ 13,000 | |||
Share price (in dollars per share) | $ / shares | $ 1.08 | |||
Expected equity financing investment (in shares) | shares | 12,037,037 | |||
Broadfin Capital and Sabby Management Stock Purchase Agreements [Member] | ||||
Class of Stock [Line Items] | ||||
Preferred stock, conversion price (in dollars per share) | $ / shares | $ 1.296 | |||
Broadfin Capital and Sabby Management Stock Purchase Agreements [Member] | Broadfin Capital [Member] | ||||
Class of Stock [Line Items] | ||||
Expected equity financing investment | $ 1,000 | |||
Share price (in dollars per share) | $ / shares | $ 1.08 | |||
Expected equity financing investment (in shares) | shares | 925,926 | |||
Broadfin Capital and Sabby Management Stock Purchase Agreements [Member] | Sabby Management [Member] | ||||
Class of Stock [Line Items] | ||||
Expected equity financing investment | $ 1,000 | |||
Share price (in dollars per share) | $ / shares | $ 1.08 | |||
Expected equity financing investment (in shares) | shares | 925,926 | |||
Midcap Non-binding Letter of Intent [Member] | ||||
Class of Stock [Line Items] | ||||
Expected equity financing investment | $ 14,000 | |||
Percentage of blocker prior to record date for meeting of shareholders | 19.99% | |||
Repayment on current facility | $ 3,000 | |||
Expected base amount of loan | 7,571 | |||
Term of loan | 48 months | |||
Term for payment of interest only | 18 months | |||
Term for payment of principal amount | 30 months | |||
Subscription Agreement [Member] | Gohan Investments, Ltd [Member] | ||||
Class of Stock [Line Items] | ||||
Expected equity financing investment | $ 1,000 | |||
Share price (in dollars per share) | $ / shares | $ 1.08 | |||
Expected equity financing investment (in shares) | shares | 925,926 | |||
Subscription Agreement [Member] | Dr. Dolev Rafaeli [Member] | ||||
Class of Stock [Line Items] | ||||
Expected equity financing investment | $ 1,000 | |||
Share price (in dollars per share) | $ / shares | $ 1.08 | |||
Expected equity financing investment (in shares) | shares | 925,926 | |||
Term-Note Credit Facility [Member] | ||||
Class of Stock [Line Items] | ||||
Line of credit outstanding under credit facility agreement | $ 10,279 | $ 10,240 |
Revenue, Total Remaining Perfor
Revenue, Total Remaining Performance Obligation (Details) $ in Thousands | Mar. 31, 2018USD ($) |
Remaining Performance Obligation [Abstract] | |
Remaining performance obligations | $ 264 |
Revenue, Remaining Performance
Revenue, Remaining Performance Obligation (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Remaining Performance Obligation [Abstract] | |
Remaining performance obligations | $ 264 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-04-01 | |
Remaining Performance Obligation [Abstract] | |
Remaining performance obligations | $ 89 |
Expected timing of satisfaction, period | 12 months |
Revenue, Contract Liabilities (
Revenue, Contract Liabilities (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Contract with Customer, Liability [Abstract] | |
Short-term contract liabilities | $ 89 |
Long-term contract liabilities | 175 |
Change in Contract with Customer, Liability [Abstract] | |
Contract liabilities recognized as revenue | $ 7 |
Revenue, Disaggregation of Reve
Revenue, Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Revenue from Contract with Customer, Excluding Assessed Tax [Abstract] | ||
Revenues | $ 6,466 | $ 7,097 |
Dermatology Recurring Procedures [Member] | ||
Revenue from Contract with Customer, Excluding Assessed Tax [Abstract] | ||
Revenues | 4,498 | |
Dermatology Procedures Equipment [Member] | ||
Revenue from Contract with Customer, Excluding Assessed Tax [Abstract] | ||
Revenues | 1,968 | |
Domestic [Member] | ||
Revenue from Contract with Customer, Excluding Assessed Tax [Abstract] | ||
Revenues | 5,155 | |
Domestic [Member] | Dermatology Recurring Procedures [Member] | ||
Revenue from Contract with Customer, Excluding Assessed Tax [Abstract] | ||
Revenues | 4,498 | |
Domestic [Member] | Dermatology Procedures Equipment [Member] | ||
Revenue from Contract with Customer, Excluding Assessed Tax [Abstract] | ||
Revenues | 657 | |
Foreign [Member] | ||
Revenue from Contract with Customer, Excluding Assessed Tax [Abstract] | ||
Revenues | 1,311 | |
Foreign [Member] | Dermatology Recurring Procedures [Member] | ||
Revenue from Contract with Customer, Excluding Assessed Tax [Abstract] | ||
Revenues | 0 | |
Foreign [Member] | Dermatology Procedures Equipment [Member] | ||
Revenue from Contract with Customer, Excluding Assessed Tax [Abstract] | ||
Revenues | $ 1,311 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Schedule of inventory [Abstract] | ||
Raw materials and work in progress | $ 2,601 | $ 2,490 |
Finished goods | 428 | 519 |
Total inventories | $ 3,029 | $ 3,009 |
Property and Equipment, net (De
Property and Equipment, net (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 18,369 | $ 18,437 | |
Accumulated depreciation and amortization | (11,453) | (10,734) | |
Property and equipment, net | 6,916 | 7,703 | |
Depreciation and related amortization expense | 986 | $ 1,089 | |
Lasers Placed-In-Service [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 17,746 | 17,820 | |
Equipment, Computer Hardware and Software [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 462 | 462 | |
Furniture and Fixtures [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 130 | 124 | |
Leasehold Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 31 | $ 31 |
Intangible Assets, net (Details
Intangible Assets, net (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Finite-Lived Intangible Assets [Line Items] | |||
Patents and licensed technologies, gross | $ 15,600 | $ 15,886 | |
Accumulated amortization | (4,928) | (4,561) | |
Intangible assets, net | 10,672 | 11,325 | |
Amortization expense of intangible assets | 427 | $ 454 | |
Impairment of intangible assets | 226 | $ 0 | |
Estimated amortization expense [Abstract] | |||
Remaining 2,018 | 1,207 | ||
2,019 | 1,610 | ||
2,020 | 1,510 | ||
2,021 | 1,410 | ||
2,022 | 1,410 | ||
Thereafter | 3,525 | ||
Intangible assets, net | 10,672 | 11,325 | |
Nordlys Product [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Write-off of accumulated amortization of discontinued operations | 60 | ||
Core Technology [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Patents and licensed technologies, gross | 5,700 | 5,700 | |
Product Technology [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Patents and licensed technologies, gross | 1,500 | 1,500 | |
Customer Relationships [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Patents and licensed technologies, gross | 6,900 | 6,900 | |
Tradenames [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Patents and licensed technologies, gross | 1,500 | 1,500 | |
Distribution Rights [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Patents and licensed technologies, gross | 0 | $ 286 | |
Impairment of intangible assets | 286 | ||
Distribution Rights [Member] | Selling and Marketing Expense [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Impairment of intangible assets | $ 226 |
Other Accrued Liabilities (Deta
Other Accrued Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Other Accrued Liabilities [Abstract] | ||
Accrued warranty, current | $ 120 | $ 109 |
Accrued compensation, including commissions and vacation | 744 | 785 |
Accrued sales and other taxes | 872 | 904 |
Distributor rights liability, current | 88 | 85 |
Accrued professional fees and other accrued liabilities | 392 | 477 |
Total other accrued liabilities | $ 2,216 | $ 2,360 |
Long-term Debt (Details)
Long-term Debt (Details) $ in Thousands | Jan. 29, 2016USD ($) | Dec. 30, 2015USD ($) | Mar. 31, 2018USD ($)Tranche | Dec. 31, 2017USD ($) |
Long-term Debt [Abstract] | ||||
Less: current portion | $ (3,410) | $ (2,387) | ||
Long-term debt | 6,869 | 7,853 | ||
Term-Note Credit Facility [Member] | ||||
Long-term Debt [Abstract] | ||||
Term note, net of debt discount of $141 and $160, respectively; and deferred financing cost of $151 and $171, respectively | 10,279 | 10,240 | ||
Less: current portion | (3,410) | (2,387) | ||
Long-term debt | 6,869 | 7,853 | ||
Unamortized discount on the long term debt | 141 | 160 | ||
Deferred financing costs | 151 | $ 171 | ||
Maturities of Long-term Debt [Abstract] | ||||
Remaining in 2018 | 2,387 | |||
2,019 | 4,092 | |||
2,020 | 4,092 | |||
Total long-term debt | 10,571 | |||
MidCap Financial Trust [Member] | Term-Note Credit Facility [Member] | ||||
Long-term Debt [Abstract] | ||||
Maximum borrowing capacity under the agreement | $ 12,000 | |||
Number of tranches | Tranche | 2 | |||
Maturity date | Dec. 1, 2020 | |||
MidCap Financial Trust [Member] | Term-Note Credit Facility [Member] | LIBOR [Member] | ||||
Long-term Debt [Abstract] | ||||
Debt instrument term of variable rate | 1 month | |||
Debt instrument variable rate | 8.25% | |||
Interest rate | 9.91% | |||
MidCap Financial Trust [Member] | Term-Note Credit Facility [Member] | LIBOR [Member] | Minimum [Member] | ||||
Long-term Debt [Abstract] | ||||
LIBOR floor rate | 0.50% | |||
MidCap Financial Trust [Member] | Term-Note Credit Facility [Member] | First Tranche [Member] | ||||
Long-term Debt [Abstract] | ||||
Proceeds from credit facility | $ 10,500 | |||
Repayment of debt | $ (10,000) | |||
MidCap Financial Trust [Member] | Term-Note Credit Facility [Member] | Second Tranche [Member] | ||||
Long-term Debt [Abstract] | ||||
Proceeds from credit facility | $ 1,500 |
Convertible Debentures (Details
Convertible Debentures (Details) - Series C Convertible Preferred Stock [Member] - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Debt Instrument [Line Items] | |||
Total convertible debt | $ 0 | $ 0 | |
Interest expense on debt | $ 0 | $ 990 |
Warrants (Details)
Warrants (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Fair Value Assumptions [Abstract] | ||
Change in fair value of warrant liability | $ (1) | $ 132 |
Warrant [Member] | ||
Fair Value Assumptions [Abstract] | ||
Number of shares underlying the warrants (in shares) | 403,090 | |
Share price (in dollars per share) | $ 3.75 | |
Change in fair value of warrant liability | $ (1) | $ 132 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) | 3 Months Ended | |
Mar. 31, 2018$ / sharesshares | ||
Class of Warrant or Right [Line Items] | ||
Total Warrants (in shares) | shares | 2,406,625 | |
Common Stock Warrant One [Member] | ||
Class of Warrant or Right [Line Items] | ||
Issue Date | Apr. 26, 2013 | |
Expiration Date | Apr. 26, 2018 | |
Total Warrants (in shares) | shares | 13,865 | |
Exercise price (in dollars per share) | $ / shares | $ 55.90 | |
Common Stock Warrant Two [Member] | ||
Class of Warrant or Right [Line Items] | ||
Issue Date | Oct. 31, 2013 | [1] |
Expiration Date | Apr. 30, 2019 | |
Total Warrants (in shares) | shares | 137,143 | |
Exercise price (in dollars per share) | $ / shares | $ 3.75 | |
Common Stock Warrant Three [Member] | ||
Class of Warrant or Right [Line Items] | ||
Issue Date | Feb. 5, 2014 | [1] |
Expiration Date | Feb. 5, 2019 | |
Total Warrants (in shares) | shares | 265,947 | |
Exercise price (in dollars per share) | $ / shares | $ 3.75 | |
Common Stock Warrant Four [Member] | ||
Class of Warrant or Right [Line Items] | ||
Issue Date | Jul. 24, 2014 | |
Expiration Date | Jul. 24, 2019 | |
Total Warrants (in shares) | shares | 1,239,769 | |
Common Stock Warrant Four [Member] | Minimum [Member] | ||
Class of Warrant or Right [Line Items] | ||
Exercise price (in dollars per share) | $ / shares | $ 3.75 | |
Common Stock Warrant Four [Member] | Maximum [Member] | ||
Class of Warrant or Right [Line Items] | ||
Exercise price (in dollars per share) | $ / shares | $ 12.25 | |
Common Stock Warrant Five [Member] | ||
Class of Warrant or Right [Line Items] | ||
Issue Date | Jun. 22, 2015 | |
Expiration Date | Jun. 22, 2020 | |
Total Warrants (in shares) | shares | 600,000 | |
Exercise price (in dollars per share) | $ / shares | $ 3.75 | |
Common Stock Warrant Six [Member] | ||
Class of Warrant or Right [Line Items] | ||
Issue Date | Dec. 30, 2015 | |
Expiration Date | Dec. 30, 2020 | |
Total Warrants (in shares) | shares | 130,089 | |
Exercise price (in dollars per share) | $ / shares | $ 5.65 | |
Common Stock Warrant Seven [Member] | ||
Class of Warrant or Right [Line Items] | ||
Issue Date | Jan. 29, 2016 | |
Expiration Date | Jan. 29, 2021 | |
Total Warrants (in shares) | shares | 19,812 | |
Exercise price (in dollars per share) | $ / shares | $ 5.30 | |
[1] | These warrants are classified as liabilities. |
Stock-based compensation (Detai
Stock-based compensation (Details) - USD ($) $ / shares in Units, $ in Thousands | Mar. 30, 2018 | Mar. 31, 2018 | Mar. 31, 2017 |
Number of Stock Options [Roll Forward] | |||
Stock-based compensation expense | $ 19 | $ 52 | |
Unrecognized compensation expense | $ 1,034 | ||
Unrecognized compensation expense, weighted average period | 1 year 8 months 12 days | ||
Stock Options [Member] | |||
Number of Stock Options [Roll Forward] | |||
Stock based compensation options outstanding (in shares) | 2,208,781 | ||
Stock based compensation weighted average exercise price (in dollars per share) | $ 2.38 | ||
Stock based compensation vested (in shares) | 538,029 | ||
Stock based compensation exercisable (in shares) | 538,029 | ||
Stock Options [Member] | March 30, 2018 [Member] | Interim Chief Executive Officer [Member] | |||
Number of Stock Options [Roll Forward] | |||
Shares issued (in shares) | 1,557,628 | ||
Purchase price (in dollars per share) | $ 1.12 | ||
Term of vesting | 3 years | ||
Expiry period of option | 10 years | ||
Aggregate fair value of shares issued | $ 950 |
Income taxes (Details)
Income taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Income taxes [Abstract] | ||
Income tax expense change in deferred tax liability related to goodwill | $ 40 | $ 70 |
Business Segments and Geograp53
Business Segments and Geographic Data (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2018USD ($)Segment | Mar. 31, 2017USD ($) | Dec. 31, 2017 | |
Segment Reporting Information [Line Items] | |||
Number of operating segments | Segment | 3 | ||
Results of Operations from Business Segments [Abstract] | |||
Revenues | $ 6,466 | $ 7,097 | |
Cost of revenues | 3,295 | 2,733 | |
Gross profit | $ 3,171 | $ 4,364 | |
Gross profit % | 49.00% | 61.50% | |
Allocated operating expenses [Abstract] | |||
Engineering and product development | $ 338 | $ 475 | |
Selling and marketing expenses | 2,871 | 2,975 | |
Unallocated operating expenses | 1,803 | 1,601 | |
Total operating expenses | 5,012 | 5,051 | |
Operating loss before other income (expense), net | (1,841) | (687) | |
Interest expense, net | (363) | (1,346) | |
Other income (expense), net | 21 | (132) | |
Income (loss) before income taxes | (2,183) | (2,165) | |
Domestic [Member] | |||
Results of Operations from Business Segments [Abstract] | |||
Revenues | 5,155 | ||
Foreign [Member] | |||
Results of Operations from Business Segments [Abstract] | |||
Revenues | $ 1,311 | ||
Long Lived Assets [Member] | Geographic Concentration Risk [Member] | Domestic [Member] | |||
Allocated operating expenses [Abstract] | |||
Concentration risk percentage | 100.00% | 100.00% | |
Dermatology Recurring Procedures [Member] | |||
Results of Operations from Business Segments [Abstract] | |||
Revenues | $ 4,498 | ||
Dermatology Recurring Procedures [Member] | Domestic [Member] | |||
Results of Operations from Business Segments [Abstract] | |||
Revenues | 4,498 | ||
Dermatology Recurring Procedures [Member] | Foreign [Member] | |||
Results of Operations from Business Segments [Abstract] | |||
Revenues | 0 | ||
Dermatology Procedures Equipment [Member] | |||
Results of Operations from Business Segments [Abstract] | |||
Revenues | 1,968 | ||
Dermatology Procedures Equipment [Member] | Domestic [Member] | |||
Results of Operations from Business Segments [Abstract] | |||
Revenues | 657 | ||
Dermatology Procedures Equipment [Member] | Foreign [Member] | |||
Results of Operations from Business Segments [Abstract] | |||
Revenues | 1,311 | ||
Operating Segments [Member] | Dermatology Recurring Procedures [Member] | |||
Results of Operations from Business Segments [Abstract] | |||
Revenues | 4,498 | 5,556 | |
Cost of revenues | 1,949 | 2,042 | |
Gross profit | $ 2,549 | $ 3,514 | |
Gross profit % | 56.70% | 63.20% | |
Allocated operating expenses [Abstract] | |||
Engineering and product development | $ 274 | $ 416 | |
Selling and marketing expenses | 2,216 | 2,773 | |
Unallocated operating expenses | 0 | 0 | |
Total operating expenses | 2,490 | 3,189 | |
Operating loss before other income (expense), net | 59 | 325 | |
Interest expense, net | 0 | 0 | |
Other income (expense), net | 0 | 0 | |
Income (loss) before income taxes | 59 | 325 | |
Operating Segments [Member] | Dermatology Procedures Equipment [Member] | |||
Results of Operations from Business Segments [Abstract] | |||
Revenues | 1,968 | 1,537 | |
Cost of revenues | 1,346 | 691 | |
Gross profit | $ 622 | $ 846 | |
Gross profit % | 31.60% | 55.00% | |
Allocated operating expenses [Abstract] | |||
Engineering and product development | $ 64 | $ 58 | |
Selling and marketing expenses | 655 | 202 | |
Unallocated operating expenses | 0 | 0 | |
Total operating expenses | 719 | 260 | |
Operating loss before other income (expense), net | (97) | 586 | |
Interest expense, net | 0 | 0 | |
Other income (expense), net | 0 | 0 | |
Income (loss) before income taxes | (97) | 586 | |
Operating Segments [Member] | Dermatology Imaging [Member] | |||
Results of Operations from Business Segments [Abstract] | |||
Revenues | 4 | ||
Cost of revenues | 0 | ||
Gross profit | $ 4 | ||
Gross profit % | 100.00% | ||
Allocated operating expenses [Abstract] | |||
Engineering and product development | $ 1 | ||
Selling and marketing expenses | 0 | ||
Unallocated operating expenses | 0 | ||
Total operating expenses | 1 | ||
Operating loss before other income (expense), net | 3 | ||
Interest expense, net | 0 | ||
Other income (expense), net | 0 | ||
Income (loss) before income taxes | 3 | ||
Reportable Geographical Components [Member] | Domestic [Member] | |||
Results of Operations from Business Segments [Abstract] | |||
Revenues | 5,155 | 6,014 | |
Reportable Geographical Components [Member] | Foreign [Member] | |||
Results of Operations from Business Segments [Abstract] | |||
Revenues | $ 1,311 | $ 1,083 |
Significant Customer Concentr54
Significant Customer Concentration (Details) - Customer Concentration Risk [Member] - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Revenue [Member] | ||
Product Information [Line Items] | ||
Revenues | $ 1,311 | $ 1,078 |
Concentration risk percentage | 20.30% | 15.20% |
Accounts Receivable [Member] | ||
Product Information [Line Items] | ||
Accounts receivable | $ 360 | $ 467 |
Concentration risk percentage | 14.50% | 15.60% |
Related Parties (Details)
Related Parties (Details) $ / shares in Units, $ in Thousands | Sep. 14, 2017shares | Nov. 04, 2015USD ($) | Jun. 22, 2015USD ($)shares$ / shares | Mar. 31, 2018USD ($)Director$ / shares | Dec. 31, 2017$ / shares | Sep. 13, 2017USD ($) | Jun. 06, 2017 |
Related Party Transaction [Line Items] | |||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.10 | $ 0.10 | |||||
Number of directors | Director | 2 | ||||||
Series C Convertible Preferred Stock [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Aggregate principal amount of debt | $ 40,465 | ||||||
Senior Secured 4% Convertible Debentures [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Interest rate | 4.00% | ||||||
Maturity date | Jul. 30, 2021 | ||||||
Senior Secured 2.25% Convertible Debentures and Senior Secured 4% Convertible Debentures [Member] | Series C Convertible Preferred Stock [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Debt conversion, converted instrument, issued (in shares) | shares | 40,482 | ||||||
Sabby Management LLC and Broadfin LLC [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Number of shares underlying warrants (in shares) | shares | 600,000 | ||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 3.75 | ||||||
Sabby Management LLC and Broadfin LLC [Member] | Senior Secured 2.25% Convertible Debentures [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 3.75 | ||||||
Aggregate principal amount of debt | $ 32,500 | ||||||
Number of shares debt convertible (in shares) | shares | 8,666,668 | ||||||
Initial conversion price (in dollars per share) | $ / shares | $ 3.75 | ||||||
Interest rate | 2.25% | ||||||
Maturity period | 5 years | ||||||
Maturity date | Jun. 30, 2021 | ||||||
Two Board Directors [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Up-front fee paid | $ 40 | ||||||
Monthly retainer fee | $ 10 | ||||||
Olympic Media [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Up-front fee paid | $ 13 | ||||||
Period of written notice without penalty | 10 days |
Subsequent Events (Details)
Subsequent Events (Details) | 1 Months Ended |
May 11, 2018shares | |
Subsequent Event [Member] | Series C Preferred Stock [Member] | |
Subsequent Events [Line Items] | |
Preferred stock converted in shares of common stock (in shares) | 2,679,211 |