Document_And_Entity_Informatio
Document And Entity Information | 3 Months Ended | |
Mar. 31, 2015 | 8-May-15 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | FALSE | |
Document Period End Date | 31-Mar-15 | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | NEPHROS INC | |
Entity Central Index Key | 1196298 | |
Current Fiscal Year End Date | -19 | |
Entity Filer Category | Smaller Reporting Company | |
Trading Symbol | NEPH | |
Entity Common Stock, Shares Outstanding | 30,393,640 |
CONDENSED_CONSOLIDATED_BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Current assets: | ||
Cash | $367 | $1,284 |
Accounts receivable, net | 334 | 110 |
Inventory, net | 208 | 186 |
Prepaid expenses and other current assets | 82 | 104 |
Total current assets | 991 | 1,684 |
Property and equipment, net | 0 | 1 |
Other assets, net of accumulated amortization | 1,631 | 1,684 |
Total assets | 2,622 | 3,369 |
Current liabilities: | ||
Accounts payable | 754 | 835 |
Accrued expenses | 432 | 342 |
Deferred revenue, current portion | 70 | 70 |
Total current liabilities | 1,256 | 1,247 |
Warrant liability | 6,377 | 7,386 |
Long-term portion of deferred revenue | 400 | 417 |
Total liabilities | 8,033 | 9,050 |
Commitments and Contingencies | ||
Stockholders’ deficit: | ||
Preferred stock, $.001 par value; 5,000,000 shares authorized at March 31, 2015 and December 31, 2014; no shares issued and outstanding at March 31, 2015 and December 31, 2014 | 0 | 0 |
Common stock, $.001 par value; 90,000,000 shares authorized at March 31, 2015 and December 31, 2014; 30,392,480 and 30,391,513 shares issued and outstanding at March 31, 2015 and December 31, 2014, respectively. | 30 | 30 |
Additional paid-in capital | 108,409 | 108,382 |
Accumulated other comprehensive income | 72 | 72 |
Accumulated deficit | -113,922 | -114,165 |
Total stockholders’ deficit | -5,411 | -5,681 |
Total liabilities and stockholders’ deficit | $2,622 | $3,369 |
CONDENSED_CONSOLIDATED_BALANCE1
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 90,000,000 | 90,000,000 |
Common stock, shares issued | 30,392,480 | 30,391,513 |
Common stock, shares outstanding | 30,392,480 | 30,391,513 |
CONDENSED_CONSOLIDATED_STATEME
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (USD $) | 3 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Net revenues: | ||
Product revenues | $527 | $219 |
License revenues | 17 | 254 |
Total net revenues | 544 | 473 |
Cost of goods sold | 262 | 106 |
Gross margin | 282 | 367 |
Operating expenses: | ||
Research and development | 192 | 163 |
Depreciation and amortization | 53 | 55 |
Selling, general and administrative | 843 | 711 |
Total operating expenses | 1,088 | 929 |
Loss from operations | -806 | -562 |
Change in fair value of warrant liability | 1,009 | -2,751 |
Interest expense | -11 | -195 |
Other income (expense) | 51 | -3 |
Net income (loss) | 243 | -3,511 |
Other comprehensive loss, foreign currency translation adjustments | 0 | -1 |
Total comprehensive income (loss) | $243 | ($3,512) |
Net income (loss) per common share, basic | $0.01 | ($0.19) |
Weighted average common shares outstanding, basic | 30,259,823 | 18,816,746 |
Net loss per common share, diluted | ($0.02) | ($0.19) |
Weighted average common shares outstanding, diluted | 37,082,499 | 18,816,746 |
CONSOLIDATED_STATEMENT_OF_CHAN
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) (USD $) | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Other Comprehensive Income(Loss) [Member] | Accumulated Deficit [Member] |
In Thousands, except Share data | |||||
Balance at Dec. 31, 2014 | ($5,681) | $30 | $108,382 | $72 | ($114,165) |
Balance, shares at Dec. 31, 2014 | 30,391,513 | ||||
Net income | 243 | 243 | |||
Exercise of warrants | 1 | 1 | |||
Exercise of warrants, shares | 967 | ||||
Noncash stock-based compensation | 26 | 26 | |||
Balance at Mar. 31, 2015 | ($5,411) | $30 | $108,409 | $72 | ($113,922) |
Balance, shares at Mar. 31, 2015 | 30,392,480 |
CONDENSED_CONSOLIDATED_STATEME1
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Operating activities: | ||
Net income (loss) | $243 | ($3,511) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Depreciation of property and equipment | 1 | 2 |
Amortization of other assets | 52 | 53 |
Noncash stock-based compensation, including stock options and restricted stock | 26 | 120 |
Change in fair value of warrant liability | -1,009 | 2,751 |
Amortization of debt discount | 0 | 142 |
Inventory reserve | -2 | 17 |
(Gain)/loss on foreign currency transactions | -40 | 1 |
(Increase) decrease in operating assets: | ||
Accounts receivable | -224 | -355 |
Inventory | -20 | -46 |
Prepaid expenses and other current assets | 22 | 53 |
Increase (decrease) in operating liabilities: | ||
Accounts payable | -39 | -40 |
Accrued expenses | 90 | -172 |
Deferred revenue | -17 | 363 |
Net cash used in operating activities | -917 | -622 |
Financing activities: | ||
Proceeds from issuance of common stock, net of equity issuance costs of $125 | 0 | 2,016 |
Proceeds from exercise of warrants | 1 | 1 |
Payment of senior secured note | 0 | -1,500 |
Net cash provided by financing activities | 1 | 517 |
Effect of exchange rates on cash | -1 | -1 |
Net decrease in cash | -917 | -106 |
Cash, beginning of period | 1,284 | 579 |
Cash, end of period | 367 | 473 |
Supplemental disclosure of cash flow information | ||
Cash paid for interest | $14 | $77 |
CONDENSED_CONSOLIDATED_STATEME2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) (USD $) | 3 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2014 |
Payments of Stock Issuance Costs | $125 |
Organization_and_Nature_of_Ope
Organization and Nature of Operations | 3 Months Ended |
Mar. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Nature of Operations | Note 1 – Organization and Nature of Operations |
Nephros, Inc. (“Nephros” or the “Company”) was incorporated under the laws of the State of Delaware on April 3, 1997. Nephros was founded by health professionals, scientists and engineers affiliated with Columbia University to develop advanced End Stage Renal Disease (“ESRD”) therapy technology and products. The Company has two products in the hemodiafiltration, or HDF, modality to deliver therapy for ESRD patients. These are the OLpur mid-dilution HDF filter or “dialyzer,” designed expressly for HDF therapy, and the OLpur H2H HDF module, an add-on module designed to allow the most common types of hemodialysis machines to be used for HDF therapy. In 2009, the Company introduced its Dual Stage Ultrafilter (“DSU”) water filter, which represented a new and complementary product line to the Company’s ESRD therapy business. The DSU incorporates the Company’s unique and proprietary dual stage filter architecture. | |
On June 4, 2003, Nephros International Limited was incorporated under the laws of Ireland as a wholly-owned subsidiary of the Company. In August 2003, the Company established a European Customer Service and financial operations center in Dublin, Ireland. | |
Basis_of_Presentation_and_Goin
Basis of Presentation and Going Concern | 3 Months Ended |
Mar. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Going Concern | Note 2 – Basis of Presentation and Going Concern |
Interim Financial Information | |
The accompanying unaudited condensed consolidated interim financial statements of Nephros, Inc. and its wholly owned subsidiary, Nephros International Limited (collectively, the “Company” or “Nephros”) should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s 2014 Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on April 15, 2015. In the Company’s Annual Report on Form 10-K for the year ended December 31, 2014, the Company restated (i) its audited consolidated financial statements as of and for the years ended December 31, 2013, 2012, 2011, 2010 and 2009, including the cumulative effect as of January 1, 2009, and (ii) its unaudited condensed consolidated interim financial statements as of, and for each of the quarterly periods ended, March 31, June 30, and September 30, in the years 2014 and 2013. The restatement results from the Company's prior accounting for certain outstanding common stock purchase warrants originally issued in November 2007 as components of equity instead of as derivative liabilities. Accordingly, certain amounts as of and for the quarter ended March 31, 2014 presented herein reflect these previously restated amounts. The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 and Article 10 of Regulation S-X. Accordingly, since they are interim statements, the accompanying condensed consolidated interim financial statements do not include all of the information and notes required by GAAP for a complete financial statement presentation. The condensed consolidated balance sheet as of December 31, 2014 was derived from the Company’s audited consolidated financial statements but does not include all disclosures required by GAAP. In the opinion of management, the condensed consolidated interim financial statements reflect all adjustments consisting of normal, recurring adjustments that are necessary for a fair presentation of the financial position, results of operations and cash flows for the condensed consolidated interim periods presented. Interim results are not necessarily indicative of results for a full year. Certain reclassifications were made to the prior year’s amounts to conform to the 2015 presentation. All intercompany transactions and balances have been eliminated in consolidation. | |
Use of Estimates | |
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ materially from those estimates. Included in these estimates are assumptions about the valuation of the warrant liability, the collection of accounts receivable, value of inventories, useful life of fixed assets and intangible assets, and assumptions used in determining stock compensation such as expected volatility and risk-free interest rate. | |
Going Concern and Management’s Response | |
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company’s recurring operating losses and difficulty in generating sufficient cash flow to meet its obligations and sustain its operations raise substantial doubt about its ability to continue as a going concern. The Company’s condensed consolidated interim financial statements do not include any adjustments that might result from the outcome of this uncertainty. | |
The Company has incurred significant losses in operations in each quarter since inception. To become profitable, the Company must increase revenue substantially and achieve and maintain positive gross and operating margins. If the Company is not able to increase revenue and gross and operating margins sufficiently to achieve profitability, its results of operations and financial condition will be materially and adversely affected. | |
There can be no assurance that the Company’s future cash flow will be sufficient to meet its obligations and commitments. If the Company is unable to generate sufficient cash flow from operations in the future to service its commitments, the Company will be required to adopt alternatives, such as seeking to raise debt or equity capital, curtailing its planned activities or ceasing its operations. There can be no assurance that any such actions could be effected on a timely basis or on satisfactory terms or at all, or that these actions would enable the Company to continue to satisfy its capital requirements. | |
Concentration_of_Credit_Risk
Concentration of Credit Risk | 3 Months Ended | |||||
Mar. 31, 2015 | ||||||
Concentration Of Credit Risk [Abstract] | ||||||
Concentration of Credit Risk | Note 3 – Concentration of Credit Risk | |||||
For the three months ended March 31, 2015 and 2014, the following customers accounted for the following percentages of the Company’s sales, respectively. | ||||||
Customer | 2015 | 2014 | ||||
A | 30 | % | 9 | % | ||
B | 28 | % | 25 | % | ||
C | 18 | % | - | % | ||
D | 3 | % | 54 | % | ||
As of March 31, 2015 and December 31, 2014, the following customers accounted for the following percentages of the Company’s accounts receivable, respectively. | ||||||
Customer | 2015 | 2014 | ||||
A | 35 | % | 22 | % | ||
B | 17 | % | - | % | ||
C | 16 | % | - | % | ||
D | 12 | % | 25 | % | ||
E | - | % | 35 | % | ||
Revenue_Recognition
Revenue Recognition | 3 Months Ended |
Mar. 31, 2015 | |
Revenue Recognition [Abstract] | |
Revenue Recognition | Note 4 – Revenue Recognition |
Revenue is recognized in accordance with Accounting Standards Codification ("ASC") Topic 605. Four basic criteria must be met before revenue can be recognized: (i) persuasive evidence that an arrangement exists; (ii) delivery has occurred or services have been rendered; (iii) the fee is fixed or determinable; and (iv) collectability is reasonably assured. | |
The Company recognizes revenue related to product sales when delivery is confirmed by its external logistics provider and the other criteria of ASC Topic 605 are met. Product revenue is recorded net of returns and allowances. All costs and duties relating to delivery are absorbed by the Company. Shipments for all products are currently received directly by the Company’s customers. | |
Deferred revenue on the accompanying March 31, 2015 condensed consolidated balance sheet is approximately $470,000 and is related to the License Agreement with Bellco, which is being deferred over the remainder of the expected obligation period. The Company has recognized approximately $2,606,000 of revenue related to the License Agreement to date and approximately $17,000 for the three months ended March 31, 2015. The Company recognized approximately $254,000 of revenue related to this License Agreement for the three months ended March 31, 2014. Revenue recognized in the three months ended March 31, 2015 relates only to the upfront payment received in February 2014. All previously received payments related to the License Agreement were fully recognized as revenue as of December 31, 2014. Approximately $52,000 of revenue will be recognized in the remaining nine months of fiscal year 2015 and approximately $69,000 of revenue will be recognized in each of the years ended December 31, 2016 through 2021. See Note 11, Commitments and Contingencies, for further discussion of the Bellco License Agreement. | |
Fair_Value_of_Financial_Instru
Fair Value of Financial Instruments | 3 Months Ended | |||||||||||||
Mar. 31, 2015 | ||||||||||||||
Fair Value Disclosures [Abstract] | ||||||||||||||
Fair Value of Financial Instruments | Note 5 – Fair Value of Financial Instruments | |||||||||||||
The carrying amounts of cash, accounts receivable, accounts payable and accrued expenses approximate fair value due to the short-term maturity of these instruments. | ||||||||||||||
The Company’s outstanding warrants that were originally issued in 2007 (the “2007 Warrants”) are accounted for as a derivative liability because the transactions that would trigger the anti-dilution adjustment provision in the 2007 Warrants are not inputs to the fair value of the warrants. The 2007 Warrants are recorded as liabilities at their estimated fair value at the date of issuance, with the subsequent changes in estimated fair value recorded in changes in fair value of warrant liability in the Company’s consolidated statement of operations and comprehensive income (loss) in each subsequent period. The Company utilizes a binomial options pricing model to value the 2007 Warrants at each reporting period. | ||||||||||||||
The fair value guidance requires fair value measurements be classified and disclosed in one of the following three categories: | ||||||||||||||
⋅ | Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; | |||||||||||||
⋅ | Level 2: Quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability; | |||||||||||||
⋅ | Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity). | |||||||||||||
The estimated fair value of the 2007 Warrants is determined using Level 3 inputs. Inherent in a binomial options pricing model are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock based on historical volatility that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. | ||||||||||||||
The following fair value hierarchy table presents information about each major category of the Company’s financial assets and liabilities measured at fair value on a recurring basis as of March 31, 2015 and December 31, 2014 (in thousands): | ||||||||||||||
Fair value measurement at reporting date using: | ||||||||||||||
Quoted prices in | Significant other | Significant | Total | |||||||||||
active markets for | observable | unobservable | ||||||||||||
identical assets | inputs | inputs | ||||||||||||
(Level 1) | (Level 2) | (Level 3) | ||||||||||||
At March 31, 2015: | ||||||||||||||
Warrant liability | $ | - | $ | - | $ | 6,377 | $ | 6,377 | ||||||
Fair value measurement at reporting date using: | ||||||||||||||
Quoted prices in | Significant other | Significant | Total | |||||||||||
active markets for | observable | unobservable | ||||||||||||
identical assets | inputs | inputs | ||||||||||||
(Level 1) | (Level 2) | (Level 3) | ||||||||||||
At December 31, 2014: | ||||||||||||||
Warrant liability | $ | - | $ | - | $ | 7,386 | $ | 7,386 | ||||||
On the condensed consolidated statement of operations for the three month periods ended March 31, 2015 and 2014, the Company recorded income of $1,009,000 and expense of $2,751,000, respectively, as a result of the change in fair value of the warrant liability. | ||||||||||||||
The following table summarizes the calculated aggregate fair values of the warrants, along with the assumptions utilized in each calculation: | ||||||||||||||
March 31, | December 31, | |||||||||||||
2015 | 2014 | |||||||||||||
Calculated aggregate value | $ | 6,377 | $ | 7,386 | ||||||||||
Weighted average exercise price | $ | 0.3 | $ | 0.3 | ||||||||||
Closing price per share of common stock | $ | 0.6 | $ | 0.79 | ||||||||||
Volatility | 138 | % | 165.6 | % | ||||||||||
Weighted average remaining expected life (years) | 4.7 | 5 | ||||||||||||
Risk-free interest rate | 1.4 | % | 1.8 | % | ||||||||||
Dividend yield | - | - | ||||||||||||
StockBased_Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | Note 6 – Stock-Based Compensation |
Stock Options | |
The Company accounts for stock option grants to employees and non-employee directors under the provisions of ASC 718, Stock Compensation. ASC 718 requires the recognition of the fair value of stock-based compensation in the statement of operations. In addition, the Company accounts for stock option grants to consultants under the provisions of ASC 505-50, Equity-Based Payments to Non-Employees, and as such, these stock options are revalued at each reporting period through the vesting period. | |
The fair value of stock option awards is estimated using a Black-Scholes option pricing model. The fair value of stock-based awards is amortized over the vesting period of the award using the straight-line method. | |
The Company calculates expected volatility for a stock-based grant based on historic monthly common stock price observations during the period immediately preceding the grant that is equal in length to the expected term of the grant. The Company also estimates future forfeitures, using historical employee behaviors related to forfeitures, as a part of the estimate of expense as of the grant date. With respect to grants of options, the risk free rate of interest is based on the U.S. Treasury rates appropriate for the expected term of the grant. | |
Stock-based compensation expense was approximately $20,000 and $118,000 for the three months ended March 31, 2015 and 2014, respectively. For the three months ended March 31, 2015, approximately $16,000 and approximately $4,000 are included in Selling, General and Administrative expenses and Research and Development expenses, respectively, on the accompanying condensed consolidated statement of operations. For the three months ended March 31, 2014, approximately $110,000 and approximately $8,000 are included in Selling, General and Administrative expenses and Research and Development expenses, respectively, on the accompanying condensed consolidated statement of operations. | |
There was no tax benefit related to expense recognized in the three months ended March 31, 2015 and 2014, as the Company is in a net operating loss position. As of March 31, 2015, there was approximately $111,000 of total unrecognized compensation cost related to unvested share-based compensation awards granted under the equity compensation plans, which will be amortized over the weighted average remaining requisite service period of 3.1 years. Such amount does not include the effect of future grants of equity compensation, if any. Of the approximately $111,000 of total unrecognized compensation cost, the Company expects to recognize approximately 65% in the remaining interim periods of 2015, approximately 27% in 2016 and approximately 8% in 2017. | |
Restricted Stock | |
Total stock-based compensation expense for the restricted stock grants was approximately $6,000 for the three months ended March 31, 2015 and is included in Selling, General and Administrative expenses on the accompanying condensed consolidated statement of operations. As of March 31, 2015, there was approximately $2,000 of unrecognized compensation expense related to the restricted stock awards, which is expected to be recognized over the next three months. | |
Warrants
Warrants | 3 Months Ended |
Mar. 31, 2015 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants | Note 7 – Warrants |
For the three months ended March 31, 2015, 20,927 warrants were exercised, resulting in proceeds of approximately $1,000 and the issuance of 967 shares of the Company’s common stock. | |
Net_Income_Loss_per_Common_Sha
Net Income (Loss) per Common Share | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Earnings Per Share [Abstract] | ||||||||
Net Income (Loss) per Common Share | Note 8 – Net Income (Loss) per Common Share | |||||||
Basic income (loss) per common share is calculated by dividing net income (loss) available to common shareholders by the number of weighted average common shares issued and outstanding. Diluted earnings (loss) per common share is calculated by dividing net income (loss) available to common shareholders, adjusted for the change in the fair value of the warrant liability by the weighted average number of common shares issued and outstanding for the period, plus amounts representing the dilutive effect from the exercise of stock options and warrants, as applicable. The Company calculates dilutive potential common shares using the treasury stock method, which assumes the Company will use the proceeds from the exercise of stock options and warrants to repurchase shares of common stock to hold in its treasury stock reserves. | ||||||||
For the three months | ||||||||
March 31, | March 31, | |||||||
2015 | 2014 | |||||||
Loss per share – Basic: | ||||||||
Numerator for basic income (loss) per share | $ | 243,000 | $ | -3,511,000 | ||||
Denominator for basic income (loss) per share | 30,259,823 | 18,816,746 | ||||||
Basic income (loss) per common share | $ | 0.01 | $ | -0.19 | ||||
Loss per share – Diluted: | ||||||||
Numerator for diluted income (loss) per share | $ | 243,000 | $ | -3,511,000 | ||||
Adjust: Change in fair value of dilutive warrants outstanding | -1,009,000 | 2,751,000 | ||||||
Numerator for diluted income (loss) per share | $ | -766,000 | $ | -760,000 | ||||
Denominator for basic income (loss) per share | 30,259,823 | 18,816,746 | ||||||
Plus: Incremental shares underlying warrants outstanding | 6,822,676 | - | ||||||
Denominator for diluted income (loss) per share | 37,082,499 | 18,816,746 | ||||||
Diluted income (loss) per common share | $ | -0.02 | $ | -0.19 | ||||
The following potentially dilutive securities have been excluded from the computations of diluted weighted-average shares outstanding as they would be anti-dilutive: | ||||||||
March 31, | ||||||||
2015 | 2014 | |||||||
Shares underlying warrants outstanding | 5,009,848 | 16,820,281 | ||||||
Shares underlying options outstanding | 2,094,562 | 2,375,748 | ||||||
Unvested restricted stock | 132,077 | 59,199 | ||||||
Recent_Accounting_Pronouncemen
Recent Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2015 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
Recent Accounting Pronouncements | Note 9 – Recent Accounting Pronouncements |
In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, "Revenue from Contracts with Customers," related to revenue recognition. The underlying principle of the new standard is that a business or other organization will recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects what it expects in exchange for the goods or services. The standard also requires more detailed disclosures and provides additional guidance for transactions that were not addressed completely in prior accounting guidance. ASU 2014-09 provides alternative methods of initial adoption, and it is effective for annual reporting periods beginning after December 15, 2016, and interim periods within those annual periods. Early adoption is not permitted. The Company is currently reviewing the revised guidance and assessing the potential impact on its consolidated financial statements. | |
In August 2014, the FASB issued ASU No. 2014-15, “Presentation of Financial Statements - Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern.” ASU 2014-15 provides guidance about management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern and sets rules for how this information should be disclosed in the financial statements. ASU 2014-15 is effective for annual periods ending after December 15, 2016 and interim periods thereafter. Early adoption is permitted. The Company is currently evaluating any impact the adoption of ASU 2014-15 might have on its consolidated financial statements. | |
In April 2015, the FASB issued ASU No. 2015-03, “Interest – Imputation of Interest (Subtopic 2015-03): Simplifying the Presentation of Debt Issuance Costs” related to the presentation requirements for debt issuance costs and debt discount and premium. ASU 2015-03 requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by ASU 2015-03. ASU 2015-03 is effective for fiscal years beginning after December 15, 2015 and interim periods within those fiscal years. Early adoption of the amendments in ASU 2015-03 is permitted for financial statements that have not been previously issued. The Company does not believe that the adoption of ASU 2015-03 will have a significant impact on its consolidated financial statements. | |
Inventory_net
Inventory, net | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Inventory Disclosure [Abstract] | ||||||||
Inventory, net | Note 10 – Inventory, net | |||||||
Inventory is stated at the lower of cost or market using the first-in first-out method and consists entirely of finished goods. The Company’s inventory as of March 31, 2015 and December 31, 2014 was as follows: | ||||||||
March 31, 2015 | December 31, 2014 | |||||||
(Unaudited) | (Audited) | |||||||
Total Gross Inventory, Finished Goods | $ | 308,000 | $ | 297,000 | ||||
Less: Inventory reserve | -100,000 | -111,000 | ||||||
Total Inventory | $ | 208,000 | $ | 186,000 | ||||
Commitments_and_Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 11 – Commitments and Contingencies |
Manufacturing and Suppliers | |
The Company has not, and does not intend in the near future, to manufacture any of its products and components. With regard to the OLpur MD190 and MD220, on June 27, 2011, the Company entered into a License Agreement, effective July 1, 2011, with Bellco S.r.l., an Italy-based supplier of hemodialysis and intensive care products, for the manufacturing, marketing and sale of our patented mid-dilution dialysis filters (MD 190, MD 220), referred to herein as the Products. Under the agreement, Nephros granted Bellco a license to manufacture, market and sell the Products under its own name, label and CE mark in Italy, France, Belgium, Spain and Canada on an exclusive basis, and to do the same on a non-exclusive basis in the United Kingdom and Greece and, upon our written approval, other European countries where the Company does not sell the Products as well as non-European countries (referred to as the “Territory”). | |
On February 19, 2014, the Company entered into the First Amendment to License Agreement (the “First Amendment”), by and between the Company and Bellco, which amends the License Agreement. Pursuant to the First Amendment, the Company and Bellco agreed to extend the term of the License Agreement from December 31, 2016 to December 31, 2021. The First Amendment also expands the Territory covered by the License Agreement to include Sweden, Denmark, Norway, Finland, Korea, Mexico, Brazil, China and the Netherlands. The First Amendment further provides new minimum sales targets which, if not satisfied, will, at the discretion of the Company, result in conversion of the license to non-exclusive status. The Company has agreed to reduce the fixed royalty payment payable to the Company for the period beginning on January 1, 2015 through and including December 31, 2021. Beginning on January 1, 2015 through and including December 31, 2021, Bellco will pay the Company a royalty based on the number of units of Products sold per year in the Territory as follows: for the first 125,000 units sold in total, €1.75 (approximately $1.90) per unit; thereafter, €1.25 (approximately $1.36) per unit. In addition, the Company received a total of €450,000 (approximately $612,000) in upfront fees in connection with the First Amendment, half of which was received on February 19, 2014 and the remaining half was received on April 4, 2014. In addition, the First Amendment provides that, in the event that the Company pursues a transaction to sell, assign or transfer all right, title and interest to the licensed patents to a third party, the Company will provide Bellco with written notice thereof and a right of first offer with respect to the contemplated transaction for a period of thirty (30) days. | |
License and Supply Agreement | |
On April 23, 2012, the Company entered into a License and Supply Agreement (the “License and Supply Agreement”) with Medica S.p.A. (“Medica”), an Italy-based medical product manufacturing company, for the marketing and sale of certain filtration products based upon Medica’s proprietary Medisulfone ultrafiltration technology in conjunction with the Company’s filtration products (collectively, the “Filtration Products”), and to engage in an exclusive supply arrangement for the Filtration Products. Under the License and Supply Agreement, Medica granted to the Company an exclusive license, with right of sublicense, to market, promote, distribute, offer for sale and sell the Filtration Products worldwide, excluding Italy for the first three years, during the term of the License and Supply Agreement. In addition, the Company granted to Medica an exclusive license under the Company’s intellectual property to make the Filtration Products during the term of the License and Supply Agreement. In exchange for the rights granted, the Company agreed to make minimum annual aggregate purchases from Medica of €300,000 (approximately $400,000), €500,000 (approximately $700,000) and €750,000 (approximately $880,000) for the years 2012, 2013 and 2014, respectively. In the three months ended March 31, 2015, the Company’s aggregate purchase commitments totaled approximately €243,000 (approximately $265,000). For calendar years 2015 through 2022, annual minimum amounts will be mutually agreed upon between Medica and the Company. The annual minimum amount for calendar 2015 is €1,000,000 (approximately $1,085,000). In exchange for the license, the Company paid Medica a total of €1,500,000 (approximately $2,000,000) in three installments: €500,000 (approximately $700,000) on April 23, 2012, €600,000 (approximately $800,000) on February 4, 2013, and €400,000 (approximately $500,000) on May 23, 2013. | |
As further consideration for the license and other rights granted to the Company, the Company granted Medica options to purchase 300,000 shares of the Company’s common stock. The fair market value of these stock options was approximately $273,000 at the time of their issuance, calculated as described in Note 6 under Stock-Based Compensation. The fair market value of the options has been capitalized as a long-term intangible asset along with the total installment payments described. Other long-term assets on the consolidated balance sheet is approximately $1,631,000, net of $619,000 accumulated amortization, and is related to the License and Supply Agreement. The asset is being amortized as an expense over the life of the agreement. Approximately $52,000 has been charged to amortization expense in each of the three month periods ended March 31, 2015 and 2014 on the consolidated statement of operations and comprehensive loss. Approximately $158,000 of amortization expense will be recognized in the remaining nine months of fiscal year 2015 and approximately $210,000 of amortization expense will be recognized in each of the years ended December 31, 2016 through 2022. In addition, for the period beginning April 23, 2014 through December 31, 2022, the Company will pay Medica a royalty rate of 3% of net sales of the Filtration Products sold, subject to reduction as a result of a supply interruption pursuant to the terms of the License and Supply Agreement. The term of the License and Supply Agreement commenced on April 23, 2012 and continues in effect through December 31, 2022, unless earlier terminated by either party in accordance with the terms of the License and Supply Agreement. | |
The Company has an understanding with Medica whereby the Company has agreed to pay interest to Medica at a 12% annual rate calculated on the principal amount of any outstanding invoices that are not paid pursuant to the original payment terms. | |
Subsequent_Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 12 – Subsequent Events |
The Board appointed Daron Evans as the Company’s President and Chief Executive Officer, as well as its Acting Chief Financial Officer, effective April 15, 2015. Upon his appointment as President and Chief Executive Officer, Mr. Evans resigned as Chairman of the Board. Lawrence J. Centella, a member of the Board since 2001, was appointed Chairman of the Board. Mr. Evans succeeds Paul A. Mieyal, who had been serving as the Company’s Acting President, Chief Executive Officer and Chief Financial Officer since January 2015. Dr. Mieyal resigned from such offices as of the Effective Date, but continues to serve as a member of the Board. | |
The terms of Mr. Evans’ employment with the Company are set forth in an Employment Agreement dated as of April 15, 2015 (the “Employment Agreement”). The Employment Agreement provides for a four-year term expiring on April 14, 2019 (the “Term”), unless sooner terminated by either party. Pursuant to the Employment Agreement, Mr. Evans will receive an initial annualized base salary of $240,000 and will be eligible to receive an annual performance bonus of up to 30% of his annualized base salary. At such time that the Company begins trading its shares on a national securities exchange, the Board may review and adjust Mr. Evans’ base salary to a market competitive level. In addition, Mr. Evans was granted a 10-year stock option to purchase an aggregate of 2,184,193 shares of the Company’s common stock pursuant to the Company’s 2015 Equity Incentive Plan. 50% of the options will vest upon the achievement of annual revenue targets of $3,000,000, $6,000,000 and $10,000,000; 15% of the options will vest upon the Company listing on a national securities exchange; and 35% of the options will vest over four years in 16 equal, quarterly installments. The option is exercisable at a price of $0.60 per share, which represents the closing sale price of the Company’s common stock on April 15, 2015. | |
On May 4, 2015, the Company entered into a Second Amendment to License and Supply Agreement (the “Second Amendment”) with Medica S.p.A. (“Medica”). Pursuant to the Second Amendment, the Company and Medica agreed that the total minimum amount of purchases by the Company from Medica for calendar year 2015 will be €1,000,000 (approximately $1,085,000). Additionally, the Company and Medica agreed that Italy will continue to be excluded from the worldwide license, and that, until December 31, 2022, the Company will pay Medica a royalty of 3% of net sales, in addition to any other payments required, except that if the Company sublicenses to a third party the right to market and sell its HydraGuard products, the Company will pay Medica a fee of €2.00 (approximately $2.17) per HydraGuard unit in lieu of the 3% royalty. | |
On May 6, 2015, the Company entered into a Sublicense Agreement with CamelBak Products, LLC (“CamelBak”). Under this Sublicense Agreement, the Company granted to CamelBak an exclusive, non-transferable, worldwide (with the exception of Italy) sublicense and license, in each case solely to market, sell, distribute, import and export the Company’s HydraGuard individual water treatment devices. The sublicensed intellectual property is licensed to the Company by Medica pursuant to the License and Supply Agreement, as amended, between the Company and Medica, which granted the Company an exclusive license, with right of sublicense, to market, promote, distribute, offer for sale and sell certain filtration products based upon Medica’s proprietary Medisulfone ultrafiltration technology in combination with the Company’s filtration products, which includes the HydraGuard individual water treatment devices. | |
In exchange for the rights granted to CamelBak, CamelBak agreed to pay the Company a percentage of the gross profit on any sales made to a branch of the U.S. military, subject to certain exceptions, and to pay the Company a fixed per-unit fee for any other sales made. CamelBak is also required to meet or exceed certain minimum annual fees payable to the Company, and if such fees are not met or exceeded, the Company may convert the exclusive sublicense to a non-exclusive sublicense with respect to non-U.S. military sales. Additionally, the Company has the right to terminate the sublicense with respect to a specific geographic area if CamelBak enters into an agreement or otherwise obtains or develops the rights to market or sell a product that competes with the HydraGuard individual water treatment devices in such geographic area. If the Company does not terminate the sublicense in such situation, and the sales of the competing product in such geographic area exceed the sales of the HydraGuard individual water treatment devices in the same area during any full calendar year, the Company may convert the exclusive sublicense to a non-exclusive sublicense solely with respect to such geographic area. The Sublicense Agreement will expire on December 31, 2022, unless earlier terminated in accordance with the terms of the Sublicense Agreement. | |
On May 7, 2015, the Board appointed Malcolm Persen as a director of the Company. Mr. Persen was also appointed to serve as the Chair of the Audit Committee of the Board. The Company will provide Mr. Persen with the standard compensation and indemnification approved for non-employee directors. | |
On May 12, 2015, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain purchasers identified therein. Pursuant to the Purchase Agreement, the Company agreed to issue and sell, and the purchasers agreed to purchase, an aggregate of approximately 1.8 million shares at a price of $0.67 per share for total gross proceeds of approximately $1.2 million. In addition, the Company will issue to the purchasers warrants to purchase approximately 0.9 million shares of common stock. The warrants will have an exercise price of $0.85 per share and will be exercisable for 5 years from the closing date. The purchase and sale of the shares and warrants is expected to close on or about May 15, 2015, subject to satisfying customary closing conditions. | |
Basis_of_Presentation_and_Goin1
Basis of Presentation and Going Concern (Policies) | 3 Months Ended |
Mar. 31, 2015 | |
Accounting Policies [Abstract] | |
Interim Financial Information | Interim Financial Information |
The accompanying unaudited condensed consolidated interim financial statements of Nephros, Inc. and its wholly owned subsidiary, Nephros International Limited (collectively, the “Company” or “Nephros”) should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s 2014 Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on April 15, 2015. In the Company’s Annual Report on Form 10-K for the year ended December 31, 2014, the Company restated (i) its audited consolidated financial statements as of and for the years ended December 31, 2013, 2012, 2011, 2010 and 2009, including the cumulative effect as of January 1, 2009, and (ii) its unaudited condensed consolidated interim financial statements as of, and for each of the quarterly periods ended, March 31, June 30, and September 30, in the years 2014 and 2013. The restatement results from the Company's prior accounting for certain outstanding common stock purchase warrants originally issued in November 2007 as components of equity instead of as derivative liabilities. Accordingly, certain amounts as of and for the quarter ended March 31, 2014 presented herein reflect these previously restated amounts. The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 and Article 10 of Regulation S-X. Accordingly, since they are interim statements, the accompanying condensed consolidated interim financial statements do not include all of the information and notes required by GAAP for a complete financial statement presentation. The condensed consolidated balance sheet as of December 31, 2014 was derived from the Company’s audited consolidated financial statements but does not include all disclosures required by GAAP. In the opinion of management, the condensed consolidated interim financial statements reflect all adjustments consisting of normal, recurring adjustments that are necessary for a fair presentation of the financial position, results of operations and cash flows for the condensed consolidated interim periods presented. Interim results are not necessarily indicative of results for a full year. Certain reclassifications were made to the prior year’s amounts to conform to the 2015 presentation. All intercompany transactions and balances have been eliminated in consolidation. | |
Use of Estimates | Use of Estimates |
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ materially from those estimates. Included in these estimates are assumptions about the valuation of the warrant liability, the collection of accounts receivable, value of inventories, useful life of fixed assets and intangible assets, and assumptions used in determining stock compensation such as expected volatility and risk-free interest rate. | |
Going Concern and Management's Response | Going Concern and Management’s Response |
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company’s recurring operating losses and difficulty in generating sufficient cash flow to meet its obligations and sustain its operations raise substantial doubt about its ability to continue as a going concern. The Company’s condensed consolidated interim financial statements do not include any adjustments that might result from the outcome of this uncertainty. | |
The Company has incurred significant losses in operations in each quarter since inception. To become profitable, the Company must increase revenue substantially and achieve and maintain positive gross and operating margins. If the Company is not able to increase revenue and gross and operating margins sufficiently to achieve profitability, its results of operations and financial condition will be materially and adversely affected. | |
There can be no assurance that the Company’s future cash flow will be sufficient to meet its obligations and commitments. If the Company is unable to generate sufficient cash flow from operations in the future to service its commitments, the Company will be required to adopt alternatives, such as seeking to raise debt or equity capital, curtailing its planned activities or ceasing its operations. There can be no assurance that any such actions could be effected on a timely basis or on satisfactory terms or at all, or that these actions would enable the Company to continue to satisfy its capital requirements. | |
Concentration_of_Credit_Risk_T
Concentration of Credit Risk (Tables) | 3 Months Ended | |||||
Mar. 31, 2015 | ||||||
Sales Revenue [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Schedules Of Concentration Of Risk, By Risk Factor | For the three months ended March 31, 2015 and 2014, the following customers accounted for the following percentages of the Company’s sales, respectively. | |||||
Customer | 2015 | 2014 | ||||
A | 30 | % | 9 | % | ||
B | 28 | % | 25 | % | ||
C | 18 | % | - | % | ||
D | 3 | % | 54 | % | ||
Accounts Receivable [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Schedules Of Concentration Of Risk, By Risk Factor | As of March 31, 2015 and December 31, 2014, the following customers accounted for the following percentages of the Company’s accounts receivable, respectively. | |||||
Customer | 2015 | 2014 | ||||
A | 35 | % | 22 | % | ||
B | 17 | % | - | % | ||
C | 16 | % | - | % | ||
D | 12 | % | 25 | % | ||
E | - | % | 35 | % | ||
Fair_Value_of_Financial_Instru1
Fair Value of Financial Instruments (Tables) | 3 Months Ended | |||||||||||||
Mar. 31, 2015 | ||||||||||||||
Fair Value Disclosures [Abstract] | ||||||||||||||
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following fair value hierarchy table presents information about each major category of the Company’s financial assets and liabilities measured at fair value on a recurring basis as of March 31, 2015 and December 31, 2014 (in thousands): | |||||||||||||
Fair value measurement at reporting date using: | ||||||||||||||
Quoted prices in | Significant other | Significant | Total | |||||||||||
active markets for | observable | unobservable | ||||||||||||
identical assets | inputs | inputs | ||||||||||||
(Level 1) | (Level 2) | (Level 3) | ||||||||||||
At March 31, 2015: | ||||||||||||||
Warrant liability | $ | - | $ | - | $ | 6,377 | $ | 6,377 | ||||||
Fair value measurement at reporting date using: | ||||||||||||||
Quoted prices in | Significant other | Significant | Total | |||||||||||
active markets for | observable | unobservable | ||||||||||||
identical assets | inputs | inputs | ||||||||||||
(Level 1) | (Level 2) | (Level 3) | ||||||||||||
At December 31, 2014: | ||||||||||||||
Warrant liability | $ | - | $ | - | $ | 7,386 | $ | 7,386 | ||||||
Fair Value Inputs, Liabilities, Quantitative Information | The following table summarizes the calculated aggregate fair values of the warrants, along with the assumptions utilized in each calculation: | |||||||||||||
March 31, | December 31, | |||||||||||||
2015 | 2014 | |||||||||||||
Calculated aggregate value | $ | 6,377 | $ | 7,386 | ||||||||||
Weighted average exercise price | $ | 0.3 | $ | 0.3 | ||||||||||
Closing price per share of common stock | $ | 0.6 | $ | 0.79 | ||||||||||
Volatility | 138 | % | 165.6 | % | ||||||||||
Weighted average remaining expected life (years) | 4.7 | 5 | ||||||||||||
Risk-free interest rate | 1.4 | % | 1.8 | % | ||||||||||
Dividend yield | - | - | ||||||||||||
Net_Income_Loss_per_Common_Sha1
Net Income (Loss) per Common Share (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Earnings Per Share [Abstract] | ||||||||
Schedule of Earnings Per Share, Basic and Diluted | The Company calculates dilutive potential common shares using the treasury stock method, which assumes the Company will use the proceeds from the exercise of stock options and warrants to repurchase shares of common stock to hold in its treasury stock reserves. | |||||||
For the three months | ||||||||
March 31, | March 31, | |||||||
2015 | 2014 | |||||||
Loss per share – Basic: | ||||||||
Numerator for basic income (loss) per share | $ | 243,000 | $ | -3,511,000 | ||||
Denominator for basic income (loss) per share | 30,259,823 | 18,816,746 | ||||||
Basic income (loss) per common share | $ | 0.01 | $ | -0.19 | ||||
Loss per share – Diluted: | ||||||||
Numerator for diluted income (loss) per share | $ | 243,000 | $ | -3,511,000 | ||||
Adjust: Change in fair value of dilutive warrants outstanding | -1,009,000 | 2,751,000 | ||||||
Numerator for diluted income (loss) per share | $ | -766,000 | $ | -760,000 | ||||
Denominator for basic income (loss) per share | 30,259,823 | 18,816,746 | ||||||
Plus: Incremental shares underlying warrants outstanding | 6,822,676 | - | ||||||
Denominator for diluted income (loss) per share | 37,082,499 | 18,816,746 | ||||||
Diluted income (loss) per common share | $ | -0.02 | $ | -0.19 | ||||
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following potentially dilutive securities have been excluded from the computations of diluted weighted-average shares outstanding as they would be anti-dilutive: | |||||||
March 31, | ||||||||
2015 | 2014 | |||||||
Shares underlying warrants outstanding | 5,009,848 | 16,820,281 | ||||||
Shares underlying options outstanding | 2,094,562 | 2,375,748 | ||||||
Unvested restricted stock | 132,077 | 59,199 | ||||||
Inventory_net_Tables
Inventory, net (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Inventory Disclosure [Abstract] | ||||||||
Schedule of Inventory, Current | The Company’s inventory as of March 31, 2015 and December 31, 2014 was as follows: | |||||||
March 31, 2015 | December 31, 2014 | |||||||
(Unaudited) | (Audited) | |||||||
Total Gross Inventory, Finished Goods | $ | 308,000 | $ | 297,000 | ||||
Less: Inventory reserve | -100,000 | -111,000 | ||||||
Total Inventory | $ | 208,000 | $ | 186,000 | ||||
Concentration_of_Credit_Risk_D
Concentration of Credit Risk (Details) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | |
Sales Revenue [Member] | Customer A [Member] | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 30.00% | 9.00% | |
Sales Revenue [Member] | Customer B [Member] | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 28.00% | 25.00% | |
Sales Revenue [Member] | Customer C [Member] | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 18.00% | 0.00% | |
Sales Revenue [Member] | Customer D [Member] | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 3.00% | 54.00% | |
Accounts Receivable [Member] | Customer A [Member] | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 35.00% | 22.00% | |
Accounts Receivable [Member] | Customer B [Member] | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 17.00% | 0.00% | |
Accounts Receivable [Member] | Customer C [Member] | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 16.00% | 0.00% | |
Accounts Receivable [Member] | Customer D [Member] | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 12.00% | 25.00% | |
Accounts Receivable [Member] | Customer E [Member] | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 0.00% | 35.00% |
Revenue_Recognition_Details_Te
Revenue Recognition (Details Textual) (License Agreement [Member], USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Deferred Revenue Arrangement [Line Items] | ||
Deferred Revenue | $470,000 | $254,000 |
Bellco [Member] | ||
Deferred Revenue Arrangement [Line Items] | ||
Revenue recognized | 17,000 | |
Deferred Revenue | $2,606,000 | |
Deferred Revenue, Description | Approximately $52,000 of revenue will be recognized in the remaining nine months of fiscal year 2015 and approximately $69,000 of revenue will be recognized in each of the years ended December 31, 2016 through 2021. |
Fair_Value_of_Financial_Instru2
Fair Value of Financial Instruments (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | $6,377 | $7,386 |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | $6,377 | $7,386 |
Fair_Value_of_Financial_Instru3
Fair Value of Financial Instruments (Details 1) (USD $) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ||
Calculated aggregate value | $6,377 | $7,386 |
Weighted average exercise price | $0.30 | $0.30 |
Closing price per share of common stock | $0.60 | $0.79 |
Volatility | 138.00% | 165.60% |
Weighted average remaining expected life (years) | 4 years 8 months 12 days | 5 years |
Risk-free interest rate | 1.40% | 1.80% |
Dividend yield | 0.00% | 0.00% |
Fair_Value_of_Financial_Instru4
Fair Value of Financial Instruments (Details Textual) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Fair Value Disclosures [Line Items] | ||
Amount of dilutive securities effect on earnings per share warrants | ($1,009,000) | $2,751,000 |
StockBased_Compensation_Detail
Stock-Based Compensation (Details Textual) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | $20,000 | $118,000 |
Unrecognized compensation cost related to non-vested options | 111,000 | |
Weighted average remaining requisite service period for unrecognized compensation cost | 3 years 1 month 6 days | |
Noncash stock-based compensation, including stock options and restricted stock | 26,000 | 120,000 |
Share-based Compensation, Total | 6,000 | |
Expected recognition of unrecognized compensation costs due in current year | 65.00% | |
Expected recognition of unrecognized compensation costs due in one year | 27.00% | |
Expected recognition of unrecognized compensation costs due in three years | 8.00% | |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Share-based Awards Other than Options | 2,000 | |
Employee Stock Option [Member] | Selling, General and Administrative Expenses [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Noncash stock-based compensation, including stock options and restricted stock | 16,000 | 110,000 |
Employee Stock Option [Member] | Research and Development Expense [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Noncash stock-based compensation, including stock options and restricted stock | $4,000 | $8,000 |
Warrants_Details_Textual
Warrants (Details Textual) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Warrants [Line Items] | ||
Proceeds from issuance of common stock | $1,000 | $1,000 |
Warrant [Member] | ||
Warrants [Line Items] | ||
Warrants exercised | 20,927 | |
Common Stock [Member] | ||
Warrants [Line Items] | ||
Proceeds from issuance of common stock | $1,000 | |
Stock issued during period, shares, new issues | 967 |
Net_Income_Loss_per_Common_Sha2
Net Income (Loss) per Common Share (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Loss per share - Basic: | ||
Numerator for basic income (loss) per share | $243,000 | ($3,511,000) |
Denominator for basic income (loss) per share | 30,259,823 | 18,816,746 |
Basic income (loss) per common share | $0.01 | ($0.19) |
Loss per share - Diluted: | ||
Numerator for diluted income (loss) per share | 243,000 | -3,511,000 |
Adjust: Change in fair value of dilutive warrants outstanding | -1,009,000 | 2,751,000 |
Numerator for diluted income (loss) per share | ($766,000) | ($760,000) |
Denominator for basic income (loss) per share | 30,259,823 | 18,816,746 |
Plus: Incremental shares underlying warrants outstanding | 6,822,676 | 0 |
Denominator for diluted income (loss) per share | 37,082,499 | 18,816,746 |
Diluted income (loss) per common share | ($0.02) | ($0.19) |
Net_Income_Loss_per_Common_Sha3
Net Income (Loss) per Common Share (Details 1) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Excluded anti-dilutive stock options and warrants | 5,009,848 | 16,820,281 |
Unvested restricted stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Excluded anti-dilutive stock options and warrants | 132,077 | 59,199 |
Stock options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Excluded anti-dilutive stock options and warrants | 2,094,562 | 2,375,748 |
Inventory_net_Details
Inventory, net (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Inventory [Line Items] | ||
Total Gross Inventory, Finished Goods | $308,000 | $297,000 |
Less: Inventory reserve | -100,000 | -111,000 |
Total Inventory | $208,000 | $186,000 |
Commitments_and_Contingencies_
Commitments and Contingencies (Details Textual) | 3 Months Ended | 9 Months Ended | 12 Months Ended | 3 Months Ended | 0 Months Ended | 1 Months Ended | 3 Months Ended | |||||||
Mar. 31, 2015 | Sep. 30, 2015 | Dec. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2015 | Mar. 31, 2015 | Feb. 04, 2013 | Feb. 04, 2013 | 23-May-13 | 23-May-13 | Apr. 23, 2012 | Apr. 23, 2012 | Mar. 31, 2015 | Mar. 31, 2015 | |
USD ($) | USD ($) | USD ($) | EUR (€) | Bellco [Member] | Bellco [Member] | Medica Spa [Member] | Medica Spa [Member] | Medica Spa [Member] | Medica Spa [Member] | Medica Spa [Member] | Medica Spa [Member] | Medica Spa [Member] | Medica Spa [Member] | |
USD ($) | EUR (€) | USD ($) | EUR (€) | USD ($) | EUR (€) | USD ($) | EUR (€) | USD ($) | EUR (€) | |||||
Commitments And Contingencies [Line Items] | ||||||||||||||
Number of units under first tier royalty receivable | 125,000 | 125,000 | ||||||||||||
First tier royalty per unit | 1.9 | 1.75 | ||||||||||||
Second tier royalty per unit | 1.36 | 1.25 | ||||||||||||
Upfront Fees And Connection Of First Amendment | $612,000 | € 450,000 | ||||||||||||
License Agreement Payment | 2,000,000 | 1,500,000 | ||||||||||||
Long-term Purchase Commitment, Amount | 265,000 | 243,000 | ||||||||||||
Payments for Royalties | 800,000 | 600,000 | 500,000 | 400,000 | 700,000 | 500,000 | ||||||||
Finite Lived Intangible Assets Amortization Expense Years Two And Three | 210,000 | |||||||||||||
Share Based Goods And Nonemployee Services Transaction Fair Market Value Of Options Granted | 273,000 | |||||||||||||
Other Assets, Noncurrent | 1,631,000 | 1,684,000 | ||||||||||||
Accumulated Amortization of Other Deferred Costs | 619,000 | |||||||||||||
Amortization of Other Deferred Charges | 52,000 | 158,000 | 53,000 | |||||||||||
Royalty rate | 3.00% | |||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | |||||||||||||
Purchase Obligation, Due in Next Twelve Months | 400,000 | 300,000 | ||||||||||||
Purchase Obligation, Due in Second Year | 700,000 | 500,000 | ||||||||||||
Purchase Obligation, Due in Third Year | 880,000 | 750,000 | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 300,000 | 300,000 | ||||||||||||
Annual Minimum Amount | $1,085,000 | € 1,000,000 |
Subsequent_Events_Details_Text
Subsequent Events (Details Textual) | 3 Months Ended | 0 Months Ended | ||||||
Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2015 | Apr. 15, 2015 | Apr. 15, 2015 | 4-May-15 | 4-May-15 | 12-May-15 | |
USD ($) | USD ($) | EUR (€) | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | |
Employment Agreement [Member] | Employment Agreement [Member] | Second Amendment [Member] | Second Amendment [Member] | Purchase Agreement [Member] | ||||
USD ($) | 2015 Equity Incentive Plan [Member] | USD ($) | EUR (€) | USD ($) | ||||
USD ($) | ||||||||
Subsequent Event [Line Items] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award Options Granted Weighted Average Contractual Term | 10 years | |||||||
Deferred Compensation Arrangement with Individual, Compensation Expense | $240,000 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 2,184,193 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $0.60 | |||||||
Deferred Compensation Arrangements, Overall, Description | four-year term expiring on April 14, 2019 (the “Term”), unless sooner terminated by either party. Pursuant to the Employment Agreement, Mr. Evans will receive an initial annualized base salary of $240,000 and will be eligible to receive an annual performance bonus of up to 30% of his annualized base salary | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | 50% of the options will vest upon the achievement of annual revenue targets of $3,000,000, $6,000,000 and $10,000,000; 15% of the options will vest upon the Company listing on a national securities exchange; and 35% of the options will vest over four years in 16 equal, quarterly installments. | |||||||
Annual Minimum Amount | 1,085,000 | 1,000,000 | 1,085,000 | 1,000,000 | ||||
Warrants To Purchase Common Stock | 900,000 | |||||||
Warrants Exercisable Term | 5 years | |||||||
Stock Issued During Period, Shares, New Issues | 1,800,000 | |||||||
Sale of Stock, Price Per Share | $0.67 | |||||||
Proceeds from Issuance of Common Stock | $0 | $2,016,000 | $1,200,000 | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $0.85 | |||||||
Royalty Agreement Commitments Description | the Company and Medica agreed that Italy will continue to be excluded from the worldwide license, and that, until December 31, 2022, the Company will pay Medica a royalty of 3% of net sales, in addition to any other payments required, except that if the Company sublicenses to a third party the right to market and sell its HydraGuard products, the Company will pay Medica a fee of €2.00 (approximately $2.17) per HydraGuard unit in lieu of the 3% royalty. | the Company and Medica agreed that Italy will continue to be excluded from the worldwide license, and that, until December 31, 2022, the Company will pay Medica a royalty of 3% of net sales, in addition to any other payments required, except that if the Company sublicenses to a third party the right to market and sell its HydraGuard products, the Company will pay Medica a fee of €2.00 (approximately $2.17) per HydraGuard unit in lieu of the 3% royalty. |