Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2019 | May 03, 2019 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | NEPHROS INC | |
Entity Central Index Key | 0001196298 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2019 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business Flag | true | |
Entity Emerging Growth Company | false | |
Entity Ex Transition Period | false | |
Entity Common Stock, Shares Outstanding | 64,611,300 | |
Trading Symbol | NEPH | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2019 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash | $ 3,608 | $ 4,581 |
Accounts receivable, net | 1,249 | 1,452 |
Inventory, net | 2,040 | 1,864 |
Prepaid expenses and other current assets | 275 | 276 |
Total current assets | 7,172 | 8,173 |
Property and equipment, net | 97 | 91 |
Operating lease right-of-use assets | 587 | |
Intangible assets, net | 580 | 590 |
Goodwill | 759 | 748 |
License and supply agreement, net | 904 | 938 |
Other assets | 39 | 18 |
TOTAL ASSETS | 10,138 | 10,558 |
Current liabilities: | ||
Secured revolving credit facility | 906 | 991 |
Current portion of secured note payable | 199 | 195 |
Accounts payable | 1,030 | 836 |
Accrued expenses | 512 | 396 |
Current portion of contingent consideration | 272 | 236 |
Current portion of operating lease liabilities | 191 | |
Total current liabilities | 3,110 | 2,654 |
Secured note payable, net of current portion | 787 | 843 |
Contingent consideration, net of current portion | 231 | 263 |
Operating lease liabilities, net of current portion | 406 | |
TOTAL LIABILITIES | 4,534 | 3,760 |
COMMITMENTS AND CONTINGENCIES (Note 16) | ||
STOCKHOLDERS' EQUITY | ||
Preferred stock, $.001 par value; 5,000,000 shares authorized at March 31, 2019 and December 31, 2018; no shares issued and outstanding at March 31, 2019 and December 31, 2018. | ||
Common stock, $.001 par value; 90,000,000 shares authorized at March 31, 2019 and December 31, 2018; 64,611,300 and 64,616,031 shares issued and outstanding at March 31, 2019 and December 31, 2018, respectively. | 64 | 64 |
Additional paid-in capital | 127,974 | 127,816 |
Accumulated other comprehensive income | 68 | 71 |
Accumulated deficit | (125,502) | (124,153) |
Subtotal | 2,604 | 3,798 |
Noncontrolling interest | 3,000 | 3,000 |
TOTAL STOCKHOLDERS' EQUITY | 5,604 | 6,798 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 10,138 | $ 10,558 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ .001 | $ .001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value | $ .001 | $ .001 |
Common stock, shares authorized | 90,000,000 | 90,000,000 |
Common stock, shares issued | 64,611,300 | 64,616,031 |
Common stock, shares outstanding | 64,611,300 | 64,616,031 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Net revenue: | ||
Total net revenues | $ 1,769 | $ 985 |
Cost of goods sold | 771 | 518 |
Gross margin | 998 | 467 |
Operating expenses: | ||
Research and development | 756 | 289 |
Depreciation and amortization | 50 | 41 |
Selling, general and administrative | 1,503 | 1,260 |
Change in fair value of contingent consideration | (10) | |
Total operating expenses | 2,299 | 1,590 |
Loss from operations | (1,301) | (1,123) |
Other income (expense): | ||
Loss on extinguishment of debt | (199) | |
Interest expense | (46) | (86) |
Interest income | 1 | |
Other expense, net | (2) | (22) |
Total other expense | (48) | (306) |
Net loss | (1,349) | (1,429) |
Less: Undeclared deemed dividend attributable to noncontrolling interest | (59) | |
Net loss attributable to Nephros, Inc. shareholders | $ (1,408) | $ (1,429) |
Net loss per common share, basic and diluted | $ (0.02) | $ (0.03) |
Weighted average common shares outstanding, basic and diluted | 64,166,988 | 55,568,575 |
Comprehensive loss: | ||
Net loss | $ (1,349) | $ (1,429) |
Other comprehensive income (loss), foreign currency translation adjustments, net of tax | (3) | 3 |
Comprehensive loss | (1,352) | (1,426) |
Comprehensive loss attributable to noncontrolling interest | (59) | |
Comprehensive loss attributable to Nephros, Inc. shareholders | (1,411) | (1,426) |
Product Revenues [Member] | ||
Net revenue: | ||
Total net revenues | 1,729 | 958 |
Royalty and Other Revenues [Member] | ||
Net revenue: | ||
Total net revenues | $ 40 | $ 27 |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Changes in Stockholders' Equity (Unaudited) - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Other Comprehensive Income [Member] | Accumulated Deficit [Member] | Subtotal [Member] | Noncontrolling Interest [Member] | Total |
Balance at Dec. 31, 2017 | $ 55 | $ 122,924 | $ 77 | $ (121,106) | $ 1,950 | $ 1,950 | |
Balance, shares at Dec. 31, 2017 | 55,293,267 | ||||||
Net loss | (1,429) | (1,429) | (1,429) | ||||
Cumulative effect of adoption of ASC 606 | 278 | 278 | 278 | ||||
Net unrealized gains (losses) on foreign currency translation, net of tax | 3 | 3 | 3 | ||||
Issuance of common stock | $ 2 | 852 | 854 | 854 | |||
Issuance of common stock, shares | 1,900,000 | ||||||
Cashless exercise of stock options | |||||||
Cashless exercise of stock options, shares | 22,245 | ||||||
Cancelled restricted stock shares | |||||||
Cancelled restricted stock shares, shares | (45,859) | ||||||
Noncash stock-based compensation | 242 | 242 | 242 | ||||
Balance at Mar. 31, 2018 | $ 57 | 124,018 | 80 | (122,257) | 1,898 | 1,898 | |
Balance, shares at Mar. 31, 2018 | 57,169,653 | ||||||
Balance at Dec. 31, 2018 | $ 64 | 127,816 | 71 | (124,153) | 3,798 | 3,000 | 6,798 |
Balance, shares at Dec. 31, 2018 | 64,212,847 | ||||||
Net loss | (1,349) | (1,349) | (1,349) | ||||
Net unrealized gains (losses) on foreign currency translation, net of tax | (3) | (3) | (3) | ||||
Noncash stock-based compensation | 158 | 158 | 158 | ||||
Balance at Mar. 31, 2019 | $ 64 | $ 127,974 | $ 68 | $ (125,502) | $ 2,604 | $ 3,000 | $ 5,604 |
Balance, shares at Mar. 31, 2019 | 64,212,847 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
OPERATING ACTIVITIES: | ||
Net loss | $ (1,349) | $ (1,429) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation of property and equipment | 8 | 7 |
Amortization of intangible assets and license and supply agreement | 44 | 34 |
Non-cash stock-based compensation, including stock options and restricted stock | 158 | 242 |
Loss on extinguishment of debt | 199 | |
Inventory reserve | 26 | 50 |
Change in fair value of contingent consideration | (10) | |
Accretion of contingent consideration | 14 | |
Amortization of debt discount | 34 | |
Loss on disposal of equipment | 10 | |
(Gain) loss on foreign currency transactions | (5) | 7 |
(Increase) decrease in operating assets: | ||
Accounts receivable | 203 | 158 |
Inventory | (202) | (304) |
Prepaid expenses and other current assets | 1 | 22 |
Other asset | (21) | |
Increase in operating liabilities: | ||
Accounts payable | 199 | 190 |
Accrued expenses | 237 | 111 |
Net cash used in operating activities | (697) | (669) |
INVESTING ACTIVITIES: | ||
Acquisition of Biocon | (137) | |
Net cash used in investing activities | (137) | |
FINANCING ACTIVITES: | ||
Proceeds from issuance of common stock | 854 | |
Net payments from secured revolving credit facility | (85) | (561) |
Payments on secured note payable | (52) | |
Proceeds from issuance of secured note | 1,187 | |
Repayment of unsecured long term note payable | (1,187) | |
Net cash (used in) provided by financing activities | (137) | 293 |
Effect of foreign exchange rates on cash | (2) | 1 |
NET DECREASE IN CASH | (973) | (375) |
CASH, BEGINNING OF PERIOD | 4,581 | 2,194 |
CASH, END OF PERIOD | 3,608 | 1,819 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||
Cash paid for interest expense | 31 | 64 |
Cash paid for income taxes | 3 | |
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING INFORMATION | ||
Right-of-use asset obtained in exchange for lease liability | 20 | |
Purchase of equipment included in accrued expenses | $ 14 |
Organization and Nature of Oper
Organization and Nature of Operations | 3 Months Ended |
Mar. 31, 2019 | |
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. The Company was founded by health professionals, scientists and engineers affiliated with Columbia University to develop advanced end stage renal disease (“ESRD”) therapy technology and products. Today, the Company has two U.S. Food and Drug Administration 510(k)-cleared products in the hemodiafiltration (“HDF”) market that deliver therapy to ESRD patients: the OLpūr mid-dilution HDF filter or “dialyzer,” designed expressly for HDF therapy, and the OLpūr H2H HDF module, an add-on module designed to allow the most common types of hemodialysis machines to be used for HDF therapy. Beginning in 2009, Nephros introduced an additional, complementary business developing and marketing high performance liquid purification filters, to meet the demand for water purification in certain medical markets. The Company’s filters, generally classified as ultrafilters, are primarily used in hospitals for the prevention of infection from water-borne pathogens, such as legionella and pseudomonas, and in dialysis centers for the removal of biological contaminants from water and bicarbonate concentrate. The Company also develops and sells water filtration products for commercial applications, focusing on the hospitality and food service markets. The Company is also exploring water purification applications in other markets, including diagnostics, military field applications, and data center cooling. In July 2018, the Company formed a new, wholly-owned subsidiary, Specialty Renal Products, Inc. (“SRP”), to drive the development of its second-generation HDF system and other products focused on improving therapies for patients with renal disease. The Company transferred three patents to SRP, which were carried at zero book value. SRP is a reportable segment, referred to as the Renal Products segment. On December 31, 2018, the Company entered into a Membership Interest Purchase Agreement (the “Agreement”) with Biocon 1, LLC, a Nevada limited liability company (“Biocon”), Aether Water Systems, LLC, a Nevada limited liability company (“Aether”), and Gregory Lucas, the sole member of each of Biocon and Aether (“Lucas”). Pursuant to the terms of the Agreement, the Company acquired 100% of the outstanding membership interests of each of Aether and Biocon (the “Biocon Acquisition”). The U.S. facilities, located at 380 Lackawanna Place, South Orange, New Jersey, 07079, and at 591 East Sunset Road, Henderson, Nevada 89011, are used to house the Company’s corporate headquarters, research, manufacturing, and distribution facilities. |
Basis of Presentation and Liqui
Basis of Presentation and Liquidity | 3 Months Ended |
Mar. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Liquidity | Note 2 – Basis of Presentation and Liquidity Interim Financial Information The accompanying unaudited condensed interim consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 8 and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for annual financial statements. Results as of and for the three months ended March 31, 2019 are not necessarily indicative of the results that may be expected for the year ending December 31, 2019. The condensed consolidated interim financial statements and notes thereto should be read in conjunction with the consolidated financial statements and notes for the year ended December 31, 2018 included in the Company’s Annual Report on Form 10-K. Consolidation The accompanying consolidated financial statements include the accounts of Nephros, Inc. and its subsidiaries, including SRP, in which a controlling interest is maintained by the Company. Outside shareholders’ interest in SRP of 37.5% is shown on the consolidated balance sheet as noncontrolling interest. All intercompany accounts and transactions were eliminated in the preparation of the accompanying consolidated financial statements. Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“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 collection of accounts receivable, value of inventories, useful life of fixed assets and intangible assets, the assessment of expected cash flows used in evaluating goodwill and other long-lived assets, value of contingent consideration, the assessment of the ability to continue as a going concern and assumptions used in determining stock compensation such as expected volatility and risk-free interest rate. Liquidity The Company has sustained operating losses and expects such losses to continue over the next several quarters. In addition, net cash from operations has been negative since inception, generating an accumulated deficit of approximately $125,502,000 as of March 31, 2019. Also, the Company has a loan agreement with a lender, which provides a secured asset-based revolving credit facility of up to $1,000,000. This loan agreement will automatically renew on August 17, 2019, although this renewal is not guaranteed. In July 2018, the Company formed a new, wholly-owned subsidiary, SRP, to drive the development of its second-generation HDF system and other products focused on improving therapies for patients with renal disease. On September 5, 2018, SRP completed a private placement transaction whereby SRP sold preferred shares equivalent to 37.5% of its outstanding equity interests for aggregate proceeds of $3,000,000. The proceeds of this private placement are restricted to SRP expenses and may not be used for the benefit of the Company or other affiliated entities, except to reimburse for expenses directly attributable to SRP. Based on cash that is available for Company operations and projections of future Company operations, the Company believes that its cash will be sufficient to fund the Company’s current operating plan through at least the next 12 months from the date of issuance of the accompanying consolidated financial statements. In the event that operations do not meet expectations, the Company will reduce discretionary expenditures such as additional headcount, new R&D projects, and other variable costs to alleviate the substantial doubt as to the Company’s ability to continue as a going concern. The Company may also seek to raise additional capital, however, 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. Recently Adopted Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, “Leases,” (“ASC 842”) which discusses how an entity should account for lease assets and lease liabilities. The guidance specifies that an entity who is a lessee under lease agreements should recognize lease assets and lease liabilities for those leases classified as operating leases under previous FASB guidance. The Company adopted the guidance on January 1, 2019 using the transition method provided by ASU 2018-11, “Leases (Topic 842): Targeted Improvements”. Under this transition method, the Company applied the new requirements to only those leases that existed as of January 1, 2019, rather than at the earliest comparative period presented in the financial statements. Prior periods will be presented under existing lease guidance. Upon transition, the Company applied the package of practical expedients permitted under the ASC 842 transition guidance. As a result, the Company did not reassess (1) whether expired or existing contracts contain leases under the new definition of a lease, including whether an existing or expired contract contains an embedded lease, (2) lease classification for expired or existing leases and (3) any initial direct costs of existing leases. As a result of the adoption of this guidance on January 1, 2019, the Company recorded right-of-use assets of approximately $613,000, net of approximately $8,000 of deferred rent liability as of January 1, 2019, and lease liabilities of approximately $621,000. Adoption of the guidance did not have any impact on the Company’s consolidated statements of operations and comprehensive loss or cash provided by or used in operating, investing or financing activities on its consolidated statements of cash flows. In June 2016, the FASB issued ASU 2016-13, “Measurement of Credit Losses on Financial Instruments,” which replaces the current incurred loss impairment methodology with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The guidance is effective for the Company beginning in the first quarter of fiscal year 2020. Early adoption is permitted beginning in the first quarter of fiscal year 2019. The Company early adopted this guidance as of January 1, 2019 and the guidance did not have an impact on its consolidated financial statements. In May 2018, the FASB issued ASU 2018-07, “Improvements to Nonemployee Share-Based Payment Accounting,” which expands the scope of Accounting Standards Codification (“ASC”) 718 to include share-based payment transactions for acquiring goods and services from nonemployees. The Company adopted this guidance as of January 1, 2019 and the guidance did not have an impact on its consolidated financial statements. Recent Accounting Pronouncements, Not Yet Effective In January 2017, the FASB issued ASU 2017-04, “Simplifying the Test for Goodwill Impairment,” which simplifies the test for goodwill impairment. The guidance is effective for the Company beginning in the first quarter of fiscal year 2020. Early adoption is permitted for interim or annual goodwill impairments tests after January 1, 2017. The Company is assessing the impact of adopting this guidance on its consolidated financial statements. In August 2018, the FASB issued ASU 2018-13, “Disclosure Framework-Changes to the Disclosure Requirements for the Fair Value Measurement,” which modifies the disclosure requirements on fair value measurements. The guidance is effective for the Company beginning in the first quarter of fiscal year 2020. Early adoption is permitted. The Company is assessing the impact of adopting this guidance on its consolidated financial statements. In August 2018, the FASB issued ASU 2018-15, “Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract,” which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The guidance is effective for the Company beginning in the first quarter of fiscal year 2020. Early adoption is permitted. The Company is assessing the impact of adopting this guidance on its consolidated financial statements. In November 2018, the FASB issued ASU 2018-18, “Collaborative Arrangements: Clarifying the Interaction Between Topic 808 and Topic 606.” The new guidance clarifies that, when the collaborative arrangement participant is a customer in the context of a unit-of-account, revenue from contracts with customers guidance should be applied, adds unit-of-account guidance to collaborative arrangements guidance, and requires, that in a transaction with a collaborative arrangement participant who is not a customer, presenting the transaction together with revenue recognized under contracts with customers is precluded. The guidance is effective for the Company beginning in the first quarter of fiscal year 2020. Early adoption is permitted. The Company is assessing the impact of adopting this guidance on its consolidated financial statements. Concentration of Credit Risk The Company deposits its cash in financial institutions. At times, such deposits may be in excess of insured limits. To date, the Company has not experienced any impairment losses on its cash. The Company also limits its credit risk with respect to accounts receivable by performing credit evaluations when deemed necessary. Major Customers For the three months ended March 31, 2019 and 2018, the following customers accounted for the following percentages of the Company’s revenues, respectively: Customer 2019 2018 A 17 % 1 % B 12 % 5 % C 12 % 5 % D 7 % 13 % E 7 % 15 % Total 55 % 39 % As of March 31, 2019 and December 31, 2018, the following customers accounted for the following percentages of the Company’s accounts receivable, respectively: Customer 2019 2018 A 13 % 5 % B 11 % - % F - % 15 % D 4 % 11 % C 8 % 11 % Total 36 % 42 % Accounts Receivable The Company provides credit terms to customers in connection with purchases of the Company’s products. Management periodically reviews customer account activity in order to assess the adequacy of the allowances provided for potential collection issues and returns. Factors considered include economic conditions, each customer’s payment and return history and credit worthiness. Adjustments, if any, are made to reserve balances following the completion of these reviews to reflect management’s best estimate of potential losses. The allowance for doubtful accounts was approximately $11,000 and $15,000 as of March 31, 2019 and December 31, 2018, respectively. For the three months ended March 31, 2019, there was no provision for bad debt expense. Write-offs of accounts receivable were approximately $4,000 for the three months ended March 31, 2019 which were reserved for in a prior period. There was no allowance for sales returns at March 31, 2019 or December 31, 2018. During the three months ended March 31, 2018, there was no provision for bad debt expense and there were no write-offs of accounts receivable. Depreciation Expense Depreciation related to equipment utilized in the manufacturing process is recognized in cost of goods sold on the consolidated statements of operations and comprehensive loss. For the three months ended March 31, 2019 and 2018, depreciation expense was approximately $8,000 and $7,000, respectively. Approximately $2,000 of the approximately $8,000 of depreciation expense for the three months ended March 31, 2019 has been recognized in the cost of goods sold. There was no depreciation recognized in cost of goods sold for the three months ended March 31, 2018. Leases The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets and operating lease liabilities on the consolidated balance sheet. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. The operating lease ROU asset also includes any lease payments made and excludes lease incentives and initial direct costs incurred. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. The Company has elected, as an accounting policy not to apply the recognition requirements in ASC 842 to short-term leases. Short-term leases are leases that have a term of 12 months or less and do not include an option to purchase the underlying asset that the Company is reasonably certain to exercise. The Company recognizes the lease payments for short-term leases on a straight-line basis over the lease term. The Company has also elected, as a practical expedient, by underlying class of asset, not to separate lease components from nonlease components and, instead, account for them as a single component. |
Biocon Acquisition
Biocon Acquisition | 3 Months Ended |
Mar. 31, 2019 | |
Business Combinations [Abstract] | |
Biocon Acquisition | Note 3 – Biocon Acquisition On December 31, 2018, the Company completed the Biocon Acquisition, which included the acquisition of 100% of the outstanding membership interests of each of Aether and Biocon. The purpose of the Biocon Acquisition was to accelerate growth and to expedite entry into additional markets. Transaction costs associated with the Biocon Acquisition of approximately $33,000 were recorded in selling, general and administrative costs in the fourth quarter of 2018. The Company has accounted for the Biocon Acquisition as a business combination under the acquisition method of accounting. The following is a summary of total consideration for the Biocon Acquisition, including a final working capital adjustment in the three months ended March 31, 2019 of approximately $11,000: Total Consideration Fixed purchase price $ 1,070,000 Acquisition date fair value of contingent consideration 562,000 Total consideration 1 $ 1,632,000 1 The Company has allocated the total consideration for the transaction based upon the fair value of net assets acquired and liabilities assumed at the date of acquisition. The following is a summary of the final purchase price allocation for the Biocon Acquisition. Changes to the purchase price allocation from amounts reported on the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 were due to the final working capital adjustment of approximately $11,000. Fair Values Trade accounts receivable $ 164,000 Inventories 179,000 Equipment 39,000 Security deposit 7,000 Goodwill 759,000 Intangible assets 590,000 Total assets acquired, net of cash acquired 1,738,000 Accounts payable 91,000 Accrued expenses 15,000 Total liabilities assumed 106,000 Net assets acquired, net of cash acquired $ 1,632,000 Intangible Assets The acquired intangible assets are being amortized over their estimated useful lives as follows: Preliminary Fair Values Weighted Average Useful Life (Years) Tradenames, service marks and domain names 50,000 5 Customer relationships 540,000 17 Total intangible assets $ 590,000 The estimated fair value of the identifiable intangible assets was determined using the “income approach,” which is a valuation technique that provides an estimate of the fair value of an asset based on market participant expectations of the cash flows an asset would generate over its remaining useful life. The assumptions, including the expected projected cash flows, utilized in the preliminary purchase price allocation and in determining the purchase price were based on the Company’s best estimates as of December 31, 2018, the closing date of the Biocon Acquisition. Some of the more significant assumptions inherent in the development of those asset valuations include the estimated net cash flows for each year for each asset or product (including net revenues, cost of goods sold, research and development costs, selling and marketing costs and working capital / contributory asset charges), the appropriate discount rate to select in order to measure the risk inherent in each future cash flow stream, the assessment of each asset’s life cycle, the potential regulatory and commercial success risks, competitive trends impacting the asset and each cash flow stream, as well as other factors. No assurances can be given that the underlying assumptions used to prepare the discounted cash flow analysis will not change. For these and other reasons, actual results may vary significantly from estimated results. Goodwill Goodwill is calculated as the excess of the consideration transferred over the net assets recognized. Factors that contributed to the Company’s recognition of goodwill include the Company’s intent to expand its product portfolio. Goodwill has been allocated to the Water Filtration segment. Unaudited Pro Forma Results of Operations The following table reflects the unaudited pro forma combined results of operations for the three months ended March 31, 2018 (assuming the closing of the Biocon Acquisition occurred on January 1, 2017): Three Months Ended March 31, 2018 Total revenues $ 1,170,000 Net loss attributable to Nephros, Inc $ (1,389,000 ) The pro forma results have been prepared for comparative purposes only and are not necessarily indicative of the actual results of operations had the closing of the Biocon Acquisition taken place on January 1, 2017. Furthermore, the pro forma results do not purport to project the future results of operations of the Company. The unaudited pro forma information reflects the following adjustments: ● Adjustments to amortization expense for the three months ended March 31, 2018 of approximately $10,000 related to identifiable intangible assets acquired; ● Eliminate interest expense in the historical Biocon results of operations and eliminate interest income in the Company’s historical results of operations, each of which was approximately $1,000 for the three months ended March 31, 2018, which interest was related to a lease that was terminated as of the closing of the Biocon Acquisition; and ● Eliminate sales, and related cost of goods sold, for products sold by Biocon to the Company, with a gross margin impact of approximately $1,000 for the three months ended March 31, 2018. |
Revenue Recognition
Revenue Recognition | 3 Months Ended |
Mar. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Note 4 – Revenue Recognition The Company recognizes revenue related to product sales when product is shipped via external logistics provider and the other criteria of ASC 606, “Revenue from Contracts with Customers” (“ASC 606”) are met. Product revenue is recorded net of returns and allowances. In addition to product revenue, the Company recognizes revenue related to license, royalty and other agreements in accordance with the five-step model in ASC 606. License, royalty and other revenue recognized for the three months ended March 31, 2019 and 2018 is comprised of: Three Months Ended March 31, 2019 2018 Royalty revenue under the License Agreement with Bellco $ 26,000 $ 27,000 Other revenue 14,000 - Total royalty and other revenue $ 40,000 $ 27,000 Bellco License Agreement With regard to the OLpūr MD190 and MD220, on June 27, 2011, the Company entered into a License Agreement (the “License Agreement”), effective July 1, 2011, with Bellco S.r.l. (“Bellco”), an Italy-based supplier of hemodialysis and intensive care products, for the manufacturing, marketing and sale of the Company’s patented mid-dilution dialysis filters (the “Products”). Under the License Agreement, as amended, the Company granted Bellco a license to manufacture, market and sell the Products under its own name, label, and CE mark in certain countries on an exclusive basis, and to do the same on a non-exclusive basis in certain other countries. Under the License Agreement with Bellco, the Company received upfront payments which were previously deferred and recognized as license revenue over the term of the License Agreement. As of the adoption of ASC 606, the remaining deferred revenue of approximately $278,000 was recognized as a cumulative effect adjusted to accumulated deficit as of January 1, 2018 in accordance with ASC 606. The License Agreement, as amended, also provides minimum sales targets which, if not satisfied, will, at the discretion of the Company, result in conversion of the license to non-exclusive status. 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 covered territory as follows: for the first 125,000 units sold in total, €1.75 (approximately $2.10) per unit; thereafter, €1.25 (approximately $1.50) per unit. The License Agreement also provides for a fixed royalty payment payable to the Company for the period beginning on January 1, 2015 through and including December 31, 2021 if the minimum sales targets are not met. The Company recognized royalty income from Bellco pursuant to the License Agreement for the three months ended March 31, 2019 and 2018 of approximately $26,000 and $27,000, respectively. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 5 – Fair Value Measurements The Company measures certain financial instruments and other items at fair value. To determine the fair value, the Company uses the fair value hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs market participants would use to value an asset or liability and are developed based on market data obtained from independent sources. Unobservable inputs are inputs based on assumptions about the factors market participants would use to value an asset or liability. To measure fair value, the Company uses the following fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable: Level 1 Level 2 – Level 3 Assets and Liabilities Measured at Fair Value on a Recurring Basis The Company evaluates its financial assets and liabilities subject to fair value measurements on a recurring basis to determine the appropriate level of classification for each reporting period. The following table sets forth the Company’s financial assets and liabilities that were measured at fair value on a recurring basis as of March 31, 2019: Quoted prices in active markets for identical assets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Total At March 31, 2019: Total contingent consideration liability $ - $ - $ 503,000 $ 503,000 The following table sets forth the Company’s financial assets and liabilities that were measured at fair value on a recurring basis as of December 31, 2018: Quoted prices in active markets for identical assets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Total At December 31, 2018: Total contingent consideration liability $ - $ - $ 499,000 $ 499,000 The following table summarizes the change in fair value, as determined by Level 3 inputs, for the contingent consideration liability using unobservable Level 3 inputs for the three months ended March 31, 2019: Contingent Consideration (Unaudited) Balance as of December 31, 2018 $ 499,000 Payments against contingent consideration - Change in fair value of contingent consideration liability (10,000 ) Accretion of contingent consideration liability 14,000 Balance as of March 31, 2019 $ 503,000 During the three months ended March 31, 2019, a change in fair value of contingent consideration of approximately $10,000 was recorded due to lower than planned performance. Consideration paid in a business combination may include potential future payments that are contingent upon the acquired business achieving certain levels of earnings in the future (“contingent consideration”). Contingent consideration liabilities are measured at their estimated fair value as of the date of acquisition, with subsequent changes in fair value recorded in the consolidated statements of operations. Fair value as of the date of acquisition is estimated based on projections of expected future cash flows of the acquired business. The Company estimated the contingent consideration liability using the income approach (discounted cash flow method), which requires the Company to make estimates and assumptions regarding the future cash flows and profits. Changes in these estimates and assumptions could have a significant impact on the amounts recognized. There were no transfers between levels in the fair value hierarchy during the three months ended March 31, 2019. Assets and Liabilities Not Measured at Fair Value on a Recurring Basis The carrying amounts of cash, accounts receivable, secured revolving credit facility, accounts payable and accrued expenses approximate fair value due to the short-term maturity of these instruments. The carrying amounts of the secured long-term note payable and operating lease liabilities approximate fair value as of March 31, 2019 and December 31, 2018 because those financial instruments bear interest at rates that approximate current market rates for similar agreements with similar maturities and credit. Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis See Note 3 – Biocon Acquisition for the allocation of the total consideration for the Biocon Acquisition based upon the fair value of net assets acquired and liabilities assumed at the date of acquisition. |
Inventory, Net
Inventory, Net | 3 Months Ended |
Mar. 31, 2019 | |
Inventory Disclosure [Abstract] | |
Inventory, Net | Note 6 – Inventory, net Inventory is stated at the lower of cost or net realizable value using the first-in, first-out method and consists of raw materials and finished goods. The Company’s inventory components as of March 31, 2019 and December 31, 2018 were as follows: March 31, 2019 December 31, 2018 (Unaudited) (Audited) Finished goods $ 1,842,000 $ 1,633,000 Raw materials 273,000 280,000 Less: inventory reserve (75,000 ) (49,000 ) Total inventory, net $ 2,040,000 $ 1,864,000 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 3 Months Ended |
Mar. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Goodwill | Note 7 – Intangible Assets and Goodwill Intangible Assets, net Intangible assets for the three months ended March 31, 2019 are set forth in the table below. The table shows the gross carrying values and accumulated amortization of the Company’s intangible assets by type as of March 31, 2019: March 31, 2019 Cost Accumulated Amortization Net Tradenames, service marks and domain names $ 50,000 $ 2,000 $ 48,000 Customer relationships 540,000 8,000 532,000 Total intangible assets $ 590,000 10,000 580,000 The Company recognized amortization expense of approximately $10,000 for the three months ended March 31, 2019 in selling, general and administrative expenses on the accompanying condensed consolidated statement of operations and comprehensive loss. Amortization expense for the reminder of the fiscal year 2019 is estimated to be approximately $32,000. Aggregate amortization expense for each of the next five years is estimated to be approximately $42,000. The Company did not recognize any intangible asset impairment charges during the three months ended March 31, 2019. Goodwill Goodwill had a carrying value on the Company’s condensed consolidated balance sheets of approximately $759,000 and $748,000 at March 31, 2019 and December 31, 2018, respectively. As a result of a final working capital adjustment, goodwill increased approximately $11,000 during the three months ended March 31, 2019. Goodwill has been allocated to the Water Filtration segment. |
License and Supply Agreement, N
License and Supply Agreement, Net | 3 Months Ended |
Mar. 31, 2019 | |
License And Supply Agreement Net | |
License and Supply Agreement, Net | Note 8 – License and Supply Agreement, net 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, and for an exclusive supply arrangement for the filtration products. Under the License and Supply Agreement, as amended, 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, with certain limitations on territory, 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. The filtration covered under the License and Supply Agreement includes both certain products based on Medica’s proprietary Versatile microfiber technology and certain filtration products based on Medica’s proprietary Medisulfone ultrafiltration technology. The term of the License Agreement with Medica expires on December 31, 2025, unless earlier terminated by either party in accordance with the terms of the License and Supply Agreement. In exchange for the license, the gross value of the intangible asset capitalized was approximately $2,250,000. License and supply agreement, net, on the condensed consolidated balance sheet is approximately $904,000 and $938,000 as of March 31, 2019 and December 31, 2018, respectively. Accumulated amortization is approximately $1,346,000 and $1,312,000 as of March 31, 2019 and December 31, 2018, respectively. The intangible asset is being amortized as an expense over the life of the License and Supply Agreement. Approximately $34,000 in each of the three months ended March 31, 2019 and 2018 on the condensed consolidated statement of operations and comprehensive loss. As of September 2013, 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. There was no interest recognized for the three months ended March 31, 2019. For the three months ended March 31, 2018, approximately $10,000 of interest expenses was recognized on the condensed consolidated statement of operations and comprehensive loss. In addition, for the period beginning April 23, 2014 through December 31, 2025, 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. Approximately $47,000 and $29,000 for the three months ended March 31, 2019 and 2018, respectively, was recognized as royalty expense and is included in cost of goods sold on the condensed consolidated statement of operations and comprehensive loss. Approximately $47,000 in royalties are included in accrued expenses as of March 31, 2019. Approximately $50,000 in royalties are included in accounts payable as of December 31, 2018. |
Secured Note Payable
Secured Note Payable | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Secured Note Payable | Note 9 – Secured Note Payable On March 27, 2018, the Company entered into a Secured Promissory Note Agreement (the “Secured Note”) with Tech Capital, LLC (“Tech Capital”) for a principal amount of $1,187,000. As of March 31, 2019, the principal balance of the Secured Note was approximately $986,000. The Company used the proceeds from the Secured Note to repay the Company’s 11% unsecured promissory notes issued in June 2016 pursuant to the Note and Warrant Agreement (see Note 11 – Unsecured Promissory Notes and Warrants). The Secured Note has a maturity date of April 1, 2023. The unpaid principal balance accrues interest at a rate of 8% per annum. Principal and interest payments are due on the first day of each month commencing on May 1, 2018. The Secured Note is subject to the terms and conditions of and is secured by security interests granted by the Company in favor of Tech Capital under the Loan and Security Agreement between the Company and Tech Capital, dated August 16, 2017 and all of the riders and amendments thereto (the “Loan Agreement”) (see Note 10 – Secured Revolving Credit Facility). An event of default under such Loan Agreement shall be an event of default under the Secured Note and vice versa. In the event the principal balance under the Loan Agreement is due, all amounts due under the Secured Note shall also be due. During the three months ended March 31, 2019, the Company made payments under the Secured Note of approximately $72,000. Included in the total payments made, approximately $20,000 was recognized as interest expense on the condensed consolidated statement of operations and comprehensive loss for the three months ended March 31, 2019. Debt issuance costs of approximately $6,000 were recognized as interest expense on the condensed consolidated statement of operations and comprehensive loss for the three months ended March 31, 2018. As of March 31, 2019, future principal maturities are as follows: 2019 (excluding the three months ended March 31, 2019) $ 162,000 2020 231,000 2021 251,000 2022 271,000 2023 71,000 Total $ 986,000 |
Secured Revolving Credit Facili
Secured Revolving Credit Facility | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Secured Revolving Credit Facility | Note 10 – Secured Revolving Credit Facility On August 17, 2017, the Company entered into the Loan Agreement with Tech Capital. The Loan Agreement provides for a secured asset-based revolving credit facility of up to $1,000,000, which the Company may draw upon and repay from time to time during the term of the Loan Agreement. The outstanding principal balance of the Loan Agreement was approximately $906,000 and $991,000 as of March 31, 2019 and December 31, 2018, respectively. The Company is using these proceeds for working capital and general corporate purposes. The Loan Agreement has a term of 12 months, which was automatically renewed on August 17, 2018 and will automatically renew for successive 12-month periods unless cancelled. Availability under the Loan Agreement will be based upon periodic borrowing base certifications valuing certain of the Company’s accounts receivable and inventory. Outstanding borrowings under the Loan Agreement accrue interest, which are payable monthly based on the average daily outstanding balance, at a rate equal to 3.5% plus the prime rate per annum, provided that such prime rate will not be less than 4.25% per annum. As of March 31, 2019, the current interest rate was 9.00% per annum. The Company also granted to Tech Capital a first priority security interest in its assets, including its accounts receivable and inventory, to secure all of its obligations under the Loan Agreement. In addition, Nephros International Limited, a wholly-owned subsidiary of the Company, unconditionally guaranteed the Company’s obligations under the Loan Agreement. For the three months ended March 31, 2019 and 2018, approximately $11,000 and $6,000, respectively, was recognized as interest expense on the condensed consolidated statement of operations and comprehensive loss. As of March 31, 2019, approximately $3,000 of the $11,000 of interest expense incurred for the three months ended March 31, 2019 is included in accrued expenses on the condensed consolidated balance sheet. |
Unsecured Promissory Notes and
Unsecured Promissory Notes and Warrants | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Unsecured Promissory Notes and Warrants | Note 11 - Unsecured Promissory Notes and Warrants In June 2016, the Company entered into a Note and Warrant Agreement (the “Note and Warrant Agreement”) with new creditors as well as existing stockholders under which the Company issued unsecured promissory notes and warrants resulting in total gross proceeds to the Company of approximately $1,187,000. The outstanding principal under the notes accrued interest at a rate of 11% per annum. The notes required the Company to make interest only payments on a semi-annual basis, with all outstanding principal under the notes being repayable in cash on the third anniversary of the date of issuance. In addition to the notes, the Company issued warrants to purchase approximately 2.4 million shares of the Company’s common stock. The portion of the gross proceeds allocated to the warrants, approximately $393,000, was accounted for as additional paid-in capital resulting in a debt discount. The debt discount, which included approximately $9,000 of debt issuance costs in addition to the fair value of the warrants, was being amortized to interest expense using the effective interest method in accordance with ASC 835 over the term of the Note and Warrant Agreement. On March 30, 2018, the principal balance of the notes, along with the remaining accrued interest of approximately $43,000, was repaid in full. The remaining debt discount of approximately $199,000 was recorded as loss on extinguishment of debt in the Company’s consolidated statements of operations and comprehensive loss for the three months ended March 31, 2018. For the three months ended March 31, 2018, approximately $34,000 was recognized as amortization of debt discount and is included in interest expense on the consolidated statement of operations and comprehensive loss. For the three months ended March 31, 2018, approximately $30,000 of interest expense was incurred. For the three months ended March 31, 2018, the amount of interest expense recognized related to related parties comprised of entities controlled by a member of management and by Lambda Investors, LLC (“Lambda”), the Company’s largest shareholder, was approximately $1,000. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
Leases | Note 12 – Leases The Company has operating leases for corporate offices, an automobile and office equipment. The leases have remaining lease terms of 1 year to 4 years. The Company entered into an operating lease that began in December 2017 for 380 Lackawanna Place, South Orange, New Jersey 07079, which consists of approximately 7,700 square feet of space. The rental agreement expires in November 2022 with a monthly cost of approximately $11,000. Approximately $11,000 related to a security deposit for this U.S. office facility is classified as other assets on the condensed consolidated balance sheet as of March 31, 2019 and December 31, 2018. The Company uses this facility to house its corporate headquarters and research facilities. The Company also has a rental agreement for 591 East Sunset Road, Henderson, Nevada 89011, which consists of approximately 16,000 total square feet of space. The Nevada lease expires in November 2020 with a monthly cost of approximately $6,000. Approximately $7,000 related to a security deposit for this U.S. office facility is classified as other assets on the condensed consolidated balance sheet as of March 31, 2019 and December 31, 2018. The Company entered into an operating lease that began in February 2019 for 211 Donelson Pike, Nashville, Tennessee 37214, for office space. The rental agreement expires in January 2021 with a monthly cost of approximately $850. Approximately $1,000 related to a security deposit for this office facility is classified as other assets on the condensed consolidated balance sheet as of March 31, 2019. The Company entered into an operating lease in March 2019 for 3221 Polaris Avenue, Las Vegas, Nevada 89118. The rental agreement will commence in June 2019 with a monthly cost of approximately $15,000. Approximately $20,000 related to a security deposit for this office facility is classified as other assets on the condensed consolidated balance sheet as of March 31, 2019. The lease agreement for the office space in Ireland was entered into on August 1, 2018 and includes a twelve month term. The Company also has lease agreements for an automobile and office equipment. Prior to the adoption of ASC 842, operating lease expense of approximately $51,000 was recognized in the Company’s consolidated statements of operations and comprehensive loss for the three months ended March 31, 2018. Operating lease expense for the three months ended March 31, 2019 was approximately $58,000 in the Company’s consolidated statements of operations and comprehensive loss and includes costs associated with leases for which ROU assets have been recognized as well as short-term leases. Supplemental cash flow information related to leases was as follows: Three months ended March 31, 2019 (Unaudited) Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 57,000 ROU assets obtained in exchange for lease obligations Operating leases $ 20,000 Supplemental balance sheet information related to leases was as follows: March 31, 2019 (Unaudited) Operating lease right-of-use assets $ 587,000 Current portion of operating lease liabilities $ 191,000 Operating lease liabilities, net of current portion 406,000 Total operating lease liabilities $ 597,000 Weighted average remaining lease term, operating leases 3.2 years Weighted average discount rate, operating leases 8.0 % As of March 31, 2019, maturities of lease liabilities were as follows: 2019 (excluding the three months ended March 31, 2019) $ 171,000 2020 218,000 2021 147,000 2022 136,000 Total future minimum lease payments 672,000 Less imputed interest (75,000 ) Total $ 597,000 |
Stock Plans and Share-Based Pay
Stock Plans and Share-Based Payments | 3 Months Ended |
Mar. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Stock Plans and Share-Based Payments | Note 13 – Stock Plans and Share-Based Payments The fair value of stock options and restricted stock is recognized as stock-based compensation expense in the Company’s condensed consolidated statement of operations and comprehensive loss. The Company calculates stock-based compensation expense in accordance with ASC 718. The fair value of stock-based awards is amortized over the vesting period of the award. Stock Options During the three months ended March 31, 2019, the Company granted stock options to purchase 86,546 shares of common stock to a director. These stock options are being expensed over the respective vesting period, which is based on a service condition. The fair value of the stock options granted during the three months ended March 31, 2019 was approximately $31,000. The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model. The below assumptions for the risk-free interest rates, expected dividend yield, expected lives and expected stock price volatility were utilized for the stock options granted during the three months ended March 31, 2019. Assumptions for Option Grants Stock Price Volatility 92.1 % Risk-Free Interest Rates 2.47 % Expected Life (in years) 5.75 Expected Dividend Yield - % Stock-based compensation expense related to stock options was approximately $143,000 and $130,000 for the three months ended March 31, 2019 and 2018, respectively. For the three months ended March 31, 2019, approximately $124,000 and $19,000 are included in selling, general and administrative expenses and research and development expenses, respectively, on the accompanying condensed consolidated statement of operations and comprehensive loss. For the three months ended March 31, 2018, approximately $120,000 and $10,000 are included in selling, general and administrative expenses and research and development expenses, respectively, on the accompanying condensed consolidated statement of operations and comprehensive loss. During the three months ended March 31, 2018, previously issued stock options were modified for an employee who is no longer employed with the Company. As a result of this modification, approximately $12,000 was recognized as stock option modification expense and included in research and development expenses on the accompanying condensed consolidated statement of operations and comprehensive loss. The remaining income recorded as stock based compensation included in research and development expenses of approximately $2,000 for the three months ended March 31, 2018 is primarily due to the reversal of expense due to the forfeiture of unvested stock options. There was no tax benefit related to expense recognized in the three months ended March 31, 2019 and 2018, as the Company is in a net operating loss position. As of March 31, 2019, there was approximately $1,193,000 of total unrecognized compensation expense related to unvested stock-based awards granted under the equity compensation plans. Approximately $230,000 of the $1,193,000 total unrecognized compensation expense will be recognized at the time that certain performance conditions are met. The remaining unrecognized compensation expense of approximately $963,000 will be amortized over the weighted average remaining requisite service period of 2.0 years. Such amount does not include the effect of future grants of equity compensation, if any. Restricted Stock Total stock-based compensation expense for restricted stock was approximately $15,000 and $112,000 for the three months ended March 31, 2019 and 2018, respectively. For the three months ended March 31, 2019, approximately $14,000 and $1,000 are included in selling, general and administrative expenses and research and development expenses, respectively, on the accompanying condensed consolidated statement of operations and comprehensive loss. For the three months ended March 31, 2018, approximately $100,000 and $12,000 are included in selling, general and administrative expenses and research and development expenses, respectively, on the accompanying condensed consolidated statement of operations and comprehensive loss. As of March 31, 2019, there was approximately $15,000 of unrecognized compensation expense related to restricted stock awards, which is expected to be recognized over the next three months. The aggregate shares of common stock legally issued and outstanding as of December 31, 2018 is greater than the aggregate shares of common stock outstanding for accounting purposes by the amount of unvested restricted shares. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2019 | |
Equity [Abstract] | |
Stockholders' Equity | Note 14 – Stockholders’ Equity July 2015 Purchase Agreement and Registration Rights Agreement On July 24, 2015, the Company entered into both a securities purchase agreement and registration rights agreement with Lincoln Park Capital Fund, LLC (“Lincoln Park”). Under the terms and subject to the conditions of the securities purchase agreement, the Company had the right to sell to Lincoln Park, and Lincoln Park was obligated to purchase, up to $10.0 million in shares of the Company’s common stock, subject to certain limitations, from time to time, over the 36-month period commencing on September 4, 2015. Pursuant to the securities purchase agreement, during the three months ended March 31, 2018, the Company issued and sold 1,900,000 shares of its common stock to Lincoln Park. The issuance of the common shares to Lincoln Park resulted in gross proceeds of $854,000 for the three months ended March 31, 2018. The securities purchase agreement expired on September 4, 2018. Noncontrolling Interest In July 2018, the Company formed a new, wholly-owned subsidiary, SRP, to drive the development of its second-generation HDF system and other products focused on improving therapies for patients with renal disease. On September 5, 2018, SRP entered into a Series A Preferred Stock Purchase Agreement with certain purchasers pursuant to which SRP sold 600,000 shares of its Series A Preferred Stock (“Series A Preferred”) for $5.00 per share. The aggregate purchase price was $3,000,000. SRP incurred transaction-related expenses of approximately $30,000, which were included in selling, general and administrative expenses on the accompanying consolidated statement of operations and comprehensive loss for the three and nine months ended September 30, 2018. The net proceeds from the issuance of the Series A Preferred are restricted to SRP expenses, and may not be used for the benefit of the Company or other affiliated entities, except to reimburse for expenses directly attributable to SRP. Following the Series A Preferred transaction, the Company retained a 62.5% ownership interest in SRP, holding 100% of the outstanding common shares, and holders of Series A Preferred retained a 37.5% interest in SRP on a fully diluted basis, holding 100% of the outstanding preferred shares. Of the 600,000 shares of Series A Preferred issued, the shares purchased by related parties comprised of persons controlled by members of management and by Lambda amounted to 18,000 and 400,000 shares, respectively. Each share of Series A Preferred is initially convertible into one share of SRP common stock, subject to adjustment for stock splits and recapitalization events. Subject to customary exempt issuances, in the event SRP issues additional shares of its common stock or securities convertible into common stock at a per share price that is less than the original Series A Preferred price, the conversion price of the Series A Preferred will automatically be reduced to such lower price. In the event of any voluntary or involuntary liquidation, dissolution or winding up of SRP, the holders of the Series A Preferred are entitled to be paid out of the assets of SRP available for distribution to its stockholders or, in the case of a deemed liquidation event, out of the consideration payable to stockholders in such deemed liquidation event or the available proceeds, before any payment shall be made to the holders of SRP common stock by reason of their ownership thereof, an amount per share equal to one times (1x) the Series A Preferred original issue price, plus any accruing dividends accrued but unpaid thereon, whether or not declared, together with any other dividends declared but unpaid thereon (the “Series A Liquidation Preference”). If upon any such liquidation, dissolution or winding up of SRP or deemed liquidation event, the assets of SRP available for distribution to its stockholders shall be insufficient to pay the Series A Liquidation Preference in full, the holders of Series A Preferred shall share ratably in any distribution of the assets available for distribution in proportion to the respective amounts which would otherwise be payable in respect of the shares held by them upon such distribution if all amounts payable on or with respect to such shares were paid in full. After the full payment of the Series A Liquidation Preference, the holders of the Series A Preferred and the holders of common stock will share ratably in any remaining proceeds available for distribution on an as-converted to common stock basis. Each share of Series A Preferred accrues dividends at the rate per annum of $0.40 per share. The accruing dividends shall accrue from day to day, whether or not declared, and shall be cumulative and shall be payable only when, as, and if declared by the Board. Holders of Series A Preferred shall be entitled to cast the number of votes equal to the number of whole shares of common stock into which the shares of Series A Preferred held by such holder are convertible as of the record date for determining stockholders entitled to vote. Except as provided by law or by the other provisions, the holders of Series A Preferred vote together with the holders of common stock as a single class. Notwithstanding the foregoing, for as long as at least 150,000 shares of Series A Preferred are outstanding, SRP is required to obtain the affirmative vote or written consent of a majority of the Series A Preferred in order to effect certain corporate transactions, including without limitation, the issuance of any securities senior to or on parity with the Series A Preferred, a liquidation or deemed liquidation of SRP, amendments to SRP’s charter documents, the issuance of indebtedness in excess of $250,000, any annual budget for the Company’s operations, and the hiring or firing of any executive officers of SRP. In addition, the holders of the Series A Preferred are entitled to elect two members of SRP’s board of directors. The noncontrolling interest in SRP held by holders of the Series A Preferred has been classified as equity on the accompanying consolidated interim balance sheet, as the noncontrolling interest is redeemable only upon the occurrence of events that are within the control of the Company. Warrants There were no warrants exercised during the three months ended March 31, 2019 or 2018. |
Net Loss Per Common Share
Net Loss Per Common Share | 3 Months Ended |
Mar. 31, 2019 | |
Earnings Per Share [Abstract] | |
Net Loss Per Common Share | Note 15 – Net Loss per Common Share Basic loss per common share is calculated by dividing net loss available to common shareholders by the number of weighted average common shares issued and outstanding. Diluted loss per common share is calculated by dividing net loss available to common shareholders 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. 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, 2019 2018 Shares underlying warrants outstanding 6,642,344 7,099,010 Shares underlying options outstanding 7,495,128 6,474,527 Unvested restricted stock 444,313 753,528 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 16 – Commitments and Contingencies Purchase Commitments In exchange for the rights granted under the License and Supply Agreement with Medica (see Note 8 – License and Supply Agreement, net), the Company agreed to make certain minimum annual aggregate purchases from Medica over the term of the License and Supply Agreement. For the year ended December 31, 2019, the Company has agreed to make minimum annual aggregate purchases from Medica of €3,000,000 (approximately $3,400,000). As of March 31, 2019, the Company’s aggregate purchase commitments totaled approximately €1,789,000 (approximately $2,032,000). Contractual Obligations See Note 12 – Leases for a discussion of the Company’s contractual obligations. |
Segment Reporting
Segment Reporting | 3 Months Ended |
Mar. 31, 2019 | |
Segment Reporting [Abstract] | |
Segment Reporting | Note 17 – Segment Reporting During the three months ended September 30, 2018, the Company began reporting the results of SRP as a new segment as a result of the July 2018 formation of the Company’s new subsidiary, SRP. Prior to the formation of SRP, the Company had only a single operating segment. The Company has reflected these new segment measures beginning in the quarter ended September 30, 2018 and prior periods have been restated for comparability. The Company has defined its two reportable segments as Water Filtration and Renal Products. The Water Filtration segment develops and sells high performance liquid purification filters, known as ultrafilters. The Renal Products segment is focused on the development of medical device products for patients with renal disease, including a 2 nd The Company’s chief operating decision maker evaluates the financial performance of the Company’s segments based upon segment revenues, gross margin and operating expenses which include research and development and selling, general and administrative expenses. The accounting policies for the Company’s segments are the same as those described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018. The tables below present segment information reconciled to total Company loss from operations, with segment operating loss including gross profit less direct research and development expenses and direct selling, general and administrative expenses to the extent specifically identified by segment: Three Months Ended March 31, 2019 Water Filtration Renal Products Nephros, Inc. Consolidated Total net revenues $ 1,769,000 $ - $ 1,769,000 Gross margin 998,000 - 998,000 Research and development expenses 345,000 411,000 756,000 Depreciation and amortization expense 50,000 - 50,000 Selling, general and administrative expenses 1,469,000 34,000 1,503,000 Change in fair value of contingent consideration (10,000 ) - (10,000 ) Total operating expenses (1,854,000 ) (445,000 ) (2,299,000 ) Loss from operations $ (856,000 ) $ (445,000 ) $ (1,301,000 ) Three Months Ended March 31, 2018 Water Filtration Renal Products Nephros, Inc. Consolidated Total net revenues $ 985,000 $ - $ 985,000 Gross margin 467,000 - 467,000 Research and development expenses 189,000 100,000 289,000 Depreciation and amortization expense 41,000 - 41,000 Selling, general and administrative expenses 1,250,000 10,000 1,260,000 Total operating expenses (1,480,000 ) (110,000 ) (1,590,000 ) Loss from operations $ (1,013,000 ) $ (110,000 ) $ (1,123,000 ) As of March 31, 2019, approximately $2,100,000 of total assets are in the Renal Products segment. The $2,100,000 consisted of the remaining cash received of approximately $1,900,000 from the sale of Series A Preferred during the year ended December 31, 2018 and prepaid expenses and other current assets of approximately $200,000. As of December 31, 2018, approximately $2,500,000 of total assets are in the Renal Products segment. The $2,500,000 consisted of the remaining cash received of approximately $2,300,000 from the sale of Series A Preferred during the year ended December 31, 2018 and prepaid expenses and other current assets of approximately $200,000. |
Basis of Presentation and Liq_2
Basis of Presentation and Liquidity (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Interim Financial Information | Interim Financial Information The accompanying unaudited condensed interim consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 8 and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for annual financial statements. Results as of and for the three months ended March 31, 2019 are not necessarily indicative of the results that may be expected for the year ending December 31, 2019. The condensed consolidated interim financial statements and notes thereto should be read in conjunction with the consolidated financial statements and notes for the year ended December 31, 2018 included in the Company’s Annual Report on Form 10-K. |
Consolidation | Consolidation The accompanying consolidated financial statements include the accounts of Nephros, Inc. and its subsidiaries, including SRP, in which a controlling interest is maintained by the Company. Outside shareholders’ interest in SRP of 37.5% is shown on the consolidated balance sheet as noncontrolling interest. All intercompany accounts and transactions were eliminated in the preparation of the accompanying consolidated financial statements. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“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 collection of accounts receivable, value of inventories, useful life of fixed assets and intangible assets, the assessment of expected cash flows used in evaluating goodwill and other long-lived assets, value of contingent consideration, the assessment of the ability to continue as a going concern and assumptions used in determining stock compensation such as expected volatility and risk-free interest rate. |
Liquidity | Liquidity The Company has sustained operating losses and expects such losses to continue over the next several quarters. In addition, net cash from operations has been negative since inception, generating an accumulated deficit of approximately $125,502,000 as of March 31, 2019. Also, the Company has a loan agreement with a lender, which provides a secured asset-based revolving credit facility of up to $1,000,000. This loan agreement will automatically renew on August 17, 2019, although this renewal is not guaranteed. In July 2018, the Company formed a new, wholly-owned subsidiary, SRP, to drive the development of its second-generation HDF system and other products focused on improving therapies for patients with renal disease. On September 5, 2018, SRP completed a private placement transaction whereby SRP sold preferred shares equivalent to 37.5% of its outstanding equity interests for aggregate proceeds of $3,000,000. The proceeds of this private placement are restricted to SRP expenses and may not be used for the benefit of the Company or other affiliated entities, except to reimburse for expenses directly attributable to SRP. Based on cash that is available for Company operations and projections of future Company operations, the Company believes that its cash will be sufficient to fund the Company’s current operating plan through at least the next 12 months from the date of issuance of the accompanying consolidated financial statements. In the event that operations do not meet expectations, the Company will reduce discretionary expenditures such as additional headcount, new R&D projects, and other variable costs to alleviate the substantial doubt as to the Company’s ability to continue as a going concern. The Company may also seek to raise additional capital, however, 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. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, “Leases,” (“ASC 842”) which discusses how an entity should account for lease assets and lease liabilities. The guidance specifies that an entity who is a lessee under lease agreements should recognize lease assets and lease liabilities for those leases classified as operating leases under previous FASB guidance. The Company adopted the guidance on January 1, 2019 using the transition method provided by ASU 2018-11, “Leases (Topic 842): Targeted Improvements”. Under this transition method, the Company applied the new requirements to only those leases that existed as of January 1, 2019, rather than at the earliest comparative period presented in the financial statements. Prior periods will be presented under existing lease guidance. Upon transition, the Company applied the package of practical expedients permitted under the ASC 842 transition guidance. As a result, the Company did not reassess (1) whether expired or existing contracts contain leases under the new definition of a lease, including whether an existing or expired contract contains an embedded lease, (2) lease classification for expired or existing leases and (3) any initial direct costs of existing leases. As a result of the adoption of this guidance on January 1, 2019, the Company recorded right-of-use assets of approximately $613,000, net of approximately $8,000 of deferred rent liability as of January 1, 2019, and lease liabilities of approximately $621,000. Adoption of the guidance did not have any impact on the Company’s consolidated statements of operations and comprehensive loss or cash provided by or used in operating, investing or financing activities on its consolidated statements of cash flows. In June 2016, the FASB issued ASU 2016-13, “Measurement of Credit Losses on Financial Instruments,” which replaces the current incurred loss impairment methodology with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The guidance is effective for the Company beginning in the first quarter of fiscal year 2020. Early adoption is permitted beginning in the first quarter of fiscal year 2019. The Company early adopted this guidance as of January 1, 2019 and the guidance did not have an impact on its consolidated financial statements. In May 2018, the FASB issued ASU 2018-07, “Improvements to Nonemployee Share-Based Payment Accounting,” which expands the scope of Accounting Standards Codification (“ASC”) 718 to include share-based payment transactions for acquiring goods and services from nonemployees. The Company adopted this guidance as of January 1, 2019 and the guidance did not have an impact on its consolidated financial statements. |
Recent Accounting Pronouncements, Not Yet Effective | Recent Accounting Pronouncements, Not Yet Effective In January 2017, the FASB issued ASU 2017-04, “Simplifying the Test for Goodwill Impairment,” which simplifies the test for goodwill impairment. The guidance is effective for the Company beginning in the first quarter of fiscal year 2020. Early adoption is permitted for interim or annual goodwill impairments tests after January 1, 2017. The Company is assessing the impact of adopting this guidance on its consolidated financial statements. In August 2018, the FASB issued ASU 2018-13, “Disclosure Framework-Changes to the Disclosure Requirements for the Fair Value Measurement,” which modifies the disclosure requirements on fair value measurements. The guidance is effective for the Company beginning in the first quarter of fiscal year 2020. Early adoption is permitted. The Company is assessing the impact of adopting this guidance on its consolidated financial statements. In August 2018, the FASB issued ASU 2018-15, “Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract,” which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The guidance is effective for the Company beginning in the first quarter of fiscal year 2020. Early adoption is permitted. The Company is assessing the impact of adopting this guidance on its consolidated financial statements. In November 2018, the FASB issued ASU 2018-18, “Collaborative Arrangements: Clarifying the Interaction Between Topic 808 and Topic 606.” The new guidance clarifies that, when the collaborative arrangement participant is a customer in the context of a unit-of-account, revenue from contracts with customers guidance should be applied, adds unit-of-account guidance to collaborative arrangements guidance, and requires, that in a transaction with a collaborative arrangement participant who is not a customer, presenting the transaction together with revenue recognized under contracts with customers is precluded. The guidance is effective for the Company beginning in the first quarter of fiscal year 2020. Early adoption is permitted. The Company is assessing the impact of adopting this guidance on its consolidated financial statements. |
Concentration of Credit Risk | Concentration of Credit Risk The Company deposits its cash in financial institutions. At times, such deposits may be in excess of insured limits. To date, the Company has not experienced any impairment losses on its cash. The Company also limits its credit risk with respect to accounts receivable by performing credit evaluations when deemed necessary. |
Major Customers | Major Customers For the three months ended March 31, 2019 and 2018, the following customers accounted for the following percentages of the Company’s revenues, respectively: Customer 2019 2018 A 17 % 1 % B 12 % 5 % C 12 % 5 % D 7 % 13 % E 7 % 15 % Total 55 % 39 % As of March 31, 2019 and December 31, 2018, the following customers accounted for the following percentages of the Company’s accounts receivable, respectively: Customer 2019 2018 A 13 % 5 % B 11 % - % F - % 15 % D 4 % 11 % C 8 % 11 % Total 36 % 42 % |
Accounts Receivable | Accounts Receivable The Company provides credit terms to customers in connection with purchases of the Company’s products. Management periodically reviews customer account activity in order to assess the adequacy of the allowances provided for potential collection issues and returns. Factors considered include economic conditions, each customer’s payment and return history and credit worthiness. Adjustments, if any, are made to reserve balances following the completion of these reviews to reflect management’s best estimate of potential losses. The allowance for doubtful accounts was approximately $11,000 and $15,000 as of March 31, 2019 and December 31, 2018, respectively. For the three months ended March 31, 2019, there was no provision for bad debt expense. Write-offs of accounts receivable were approximately $4,000 for the three months ended March 31, 2019 which were reserved for in a prior period. There was no allowance for sales returns at March 31, 2019 or December 31, 2018. During the three months ended March 31, 2018, there was no provision for bad debt expense and there were no write-offs of accounts receivable. |
Depreciation Expense | Depreciation Expense Depreciation related to equipment utilized in the manufacturing process is recognized in cost of goods sold on the consolidated statements of operations and comprehensive loss. For the three months ended March 31, 2019 and 2018, depreciation expense was approximately $8,000 and $7,000, respectively. Approximately $2,000 of the approximately $8,000 of depreciation expense for the three months ended March 31, 2019 has been recognized in the cost of goods sold. There was no depreciation recognized in cost of goods sold for the three months ended March 31, 2018. |
Leases | Leases The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets and operating lease liabilities on the consolidated balance sheet. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. The operating lease ROU asset also includes any lease payments made and excludes lease incentives and initial direct costs incurred. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. The Company has elected, as an accounting policy not to apply the recognition requirements in ASC 842 to short-term leases. Short-term leases are leases that have a term of 12 months or less and do not include an option to purchase the underlying asset that the Company is reasonably certain to exercise. The Company recognizes the lease payments for short-term leases on a straight-line basis over the lease term. The Company has also elected, as a practical expedient, by underlying class of asset, not to separate lease components from nonlease components and, instead, account for them as a single component. |
Basis of Presentation and Liq_3
Basis of Presentation and Liquidity (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Revenues and Receivable Major Customers | For the three months ended March 31, 2019 and 2018, the following customers accounted for the following percentages of the Company’s revenues, respectively: Customer 2019 2018 A 17 % 1 % B 12 % 5 % C 12 % 5 % D 7 % 13 % E 7 % 15 % Total 55 % 39 % As of March 31, 2019 and December 31, 2018, the following customers accounted for the following percentages of the Company’s accounts receivable, respectively: Customer 2019 2018 A 13 % 5 % B 11 % - % F - % 15 % D 4 % 11 % C 8 % 11 % Total 36 % 42 % |
Biocon Acquisition (Tables)
Biocon Acquisition (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Business Combinations [Abstract] | |
Summary of Total Consideration | The following is a summary of total consideration for the Biocon Acquisition, including a final working capital adjustment in the three months ended March 31, 2019 of approximately $11,000: Total Consideration Fixed purchase price $ 1,070,000 Acquisition date fair value of contingent consideration 562,000 Total consideration 1 $ 1,632,000 1 |
Summary of Preliminary Purchase Price Allocation | The following is a summary of the final purchase price allocation for the Biocon Acquisition. Fair Values Trade accounts receivable $ 164,000 Inventories 179,000 Equipment 39,000 Security deposit 7,000 Goodwill 759,000 Intangible assets 590,000 Total assets acquired, net of cash acquired 1,738,000 Accounts payable 91,000 Accrued expenses 15,000 Total liabilities assumed 106,000 Net assets acquired, net of cash acquired $ 1,632,000 |
Schedule of Acquired Intangible Assets Amortized Over Estimated Useful Lives | The acquired intangible assets are being amortized over their estimated useful lives as follows: Preliminary Fair Values Weighted Average Useful Life (Years) Tradenames, service marks and domain names 50,000 5 Customer relationships 540,000 17 Total intangible assets $ 590,000 |
Schedule of Business Acquisition, Pro Forma Information | The following table reflects the unaudited pro forma combined results of operations for the three months ended March 31, 2018 (assuming the closing of the Biocon Acquisition occurred on January 1, 2017): Three Months Ended March 31, 2018 Total revenues $ 1,170,000 Net loss attributable to Nephros, Inc $ (1,389,000 ) |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of License, Royal and Other Revenue | License, royalty and other revenue recognized for the three months ended March 31, 2019 and 2018 is comprised of: Three Months Ended March 31, 2019 2018 Royalty revenue under the License Agreement with Bellco $ 26,000 $ 27,000 Other revenue 14,000 - Total royalty and other revenue $ 40,000 $ 27,000 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair value on Recurring Basic | The following table sets forth the Company’s financial assets and liabilities that were measured at fair value on a recurring basis as of March 31, 2019: Quoted prices in active markets for identical assets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Total At March 31, 2019: Total contingent consideration liability $ - $ - $ 503,000 $ 503,000 The following table sets forth the Company’s financial assets and liabilities that were measured at fair value on a recurring basis as of December 31, 2018: Quoted prices in active markets for identical assets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Total At December 31, 2018: Total contingent consideration liability $ - $ - $ 499,000 $ 499,000 |
Schedule of Change in Fair Value of Contingent Consideration Liability Using Unobservable Level 3 Inputs | The following table summarizes the change in fair value, as determined by Level 3 inputs, for the contingent consideration liability using unobservable Level 3 inputs for the three months ended March 31, 2019: Contingent Consideration (Unaudited) Balance as of December 31, 2018 $ 499,000 Payments against contingent consideration - Change in fair value of contingent consideration liability (10,000 ) Accretion of contingent consideration liability 14,000 Balance as of March 31, 2019 $ 503,000 |
Inventory, Net (Tables)
Inventory, Net (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Net | The Company’s inventory components as of March 31, 2019 and December 31, 2018 were as follows: March 31, 2019 December 31, 2018 (Unaudited) (Audited) Finished goods $ 1,842,000 $ 1,633,000 Raw materials 273,000 280,000 Less: inventory reserve (75,000 ) (49,000 ) Total inventory, net $ 2,040,000 $ 1,864,000 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | The table shows the gross carrying values and accumulated amortization of the Company’s intangible assets by type as of March 31, 2019: March 31, 2019 Cost Accumulated Amortization Net Tradenames, service marks and domain names $ 50,000 $ 2,000 $ 48,000 Customer relationships 540,000 8,000 532,000 Total intangible assets $ 590,000 10,000 580,000 |
Secured Note Payable (Tables)
Secured Note Payable (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Future Debt Principal Maturities | As of March 31, 2019, future principal maturities are as follows: 2019 (excluding the three months ended March 31, 2019) $ 162,000 2020 231,000 2021 251,000 2022 271,000 2023 71,000 Total $ 986,000 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
Schedule of Supplemental Cash Flow Information Related to Leases | Supplemental cash flow information related to leases was as follows: Three months ended March 31, 2019 (Unaudited) Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 57,000 ROU assets obtained in exchange for lease obligations Operating leases $ 20,000 |
Schedule of Supplemental Balance Sheet Information Related to Leases | Supplemental balance sheet information related to leases was as follows: March 31, 2019 (Unaudited) Operating lease right-of-use assets $ 587,000 Current portion of operating lease liabilities $ 191,000 Operating lease liabilities, net of current portion 406,000 Total operating lease liabilities $ 597,000 Weighted average remaining lease term, operating leases 3.2 years Weighted average discount rate, operating leases 8.0 % |
Schedule of Maturities of Lease Liabilities | As of March 31, 2019, maturities of lease liabilities were as follows: 2019 (excluding the three months ended March 31, 2019) $ 171,000 2020 218,000 2021 147,000 2022 136,000 Total future minimum lease payments 672,000 Less imputed interest (75,000 ) Total $ 597,000 |
Stock Plans and Share-Based P_2
Stock Plans and Share-Based Payments (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Fair Value Assumptions | The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model. The below assumptions for the risk-free interest rates, expected dividend yield, expected lives and expected stock price volatility were utilized for the stock options granted during the three months ended March 31, 2019. Assumptions for Option Grants Stock Price Volatility 92.1 % Risk-Free Interest Rates 2.47 % Expected Life (in years) 5.75 Expected Dividend Yield - % |
Net Loss Per Common Share (Tabl
Net Loss Per Common Share (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Earnings Per Share [Abstract] | |
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, 2019 2018 Shares underlying warrants outstanding 6,642,344 7,099,010 Shares underlying options outstanding 7,495,128 6,474,527 Unvested restricted stock 444,313 753,528 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Segment Reporting [Abstract] | |
Schedule of Segment Information | The tables below present segment information reconciled to total Company loss from operations, with segment operating loss including gross profit less direct research and development expenses and direct selling, general and administrative expenses to the extent specifically identified by segment: Three Months Ended March 31, 2019 Water Filtration Renal Products Nephros, Inc. Consolidated Total net revenues $ 1,769,000 $ - $ 1,769,000 Gross margin 998,000 - 998,000 Research and development expenses 345,000 411,000 756,000 Depreciation and amortization expense 50,000 - 50,000 Selling, general and administrative expenses 1,469,000 34,000 1,503,000 Change in fair value of contingent consideration (10,000 ) - (10,000 ) Total operating expenses (1,854,000 ) (445,000 ) (2,299,000 ) Loss from operations $ (856,000 ) $ (445,000 ) $ (1,301,000 ) Three Months Ended March 31, 2018 Water Filtration Renal Products Nephros, Inc. Consolidated Total net revenues $ 985,000 $ - $ 985,000 Gross margin 467,000 - 467,000 Research and development expenses 189,000 100,000 289,000 Depreciation and amortization expense 41,000 - 41,000 Selling, general and administrative expenses 1,250,000 10,000 1,260,000 Total operating expenses (1,480,000 ) (110,000 ) (1,590,000 ) Loss from operations $ (1,013,000 ) $ (110,000 ) $ (1,123,000 ) |
Organization and Nature of Op_2
Organization and Nature of Operations (Details Narrative) - Membership Interest Purchase Agreement [Member] | Dec. 31, 2018 |
Aether Water Systems, LLC [Member] | |
Noncontrolling interest, percentage | 100.00% |
Biocon Acquisition [Member] | |
Noncontrolling interest, percentage | 100.00% |
Basis of Presentation and Liq_4
Basis of Presentation and Liquidity (Details Narrative) - USD ($) $ in Thousands | Sep. 05, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | Jan. 02, 2019 |
Noncontrolling interest, description | Outside shareholders' interest in SRP of 37.5% is shown on the consolidated balance sheet as noncontrolling interest. | ||||
Accumulated deficit | $ (125,502) | $ (124,153) | |||
Available for secured revolving credit facility | 1,000 | 1,000 | |||
Right-of-use assets | 587 | $ 613 | |||
Deferred rent liability | 8 | ||||
Lease liabilities | 597 | $ 621 | |||
Allowance for doubtful accounts receivable | 11 | 15 | |||
Provision for bad debt expense | |||||
Write-offs of accounts receivable | 4 | ||||
Sales returns and allowances | |||||
Depreciation expense | 8 | 7 | |||
Cost of goods sold, depreciation | $ 2 | ||||
Specialty Renal Products, Inc. [Member] | Private Placement [Member] | |||||
Number of common stock shares sold, value | $ 3,000 | ||||
Specialty Renal Products, Inc. [Member] | Private Placement [Member] | Minority Interest Ownership [Member] | |||||
Noncontrolling interest, percentage | 37.50% |
Basis of Presentation and Liq_5
Basis of Presentation and Liquidity - Schedule of Revenues and Receivable Major Customers (Details) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Sales Revenue Goods Net [Member] | ||
Concentration risk percentage | 55.00% | 39.00% |
Accounts Receivable [Member] | ||
Concentration risk percentage | 36.00% | 42.00% |
Customer A [Member] | Sales Revenue Goods Net [Member] | ||
Concentration risk percentage | 17.00% | 1.00% |
Customer A [Member] | Accounts Receivable [Member] | ||
Concentration risk percentage | 13.00% | 5.00% |
Customer B [Member] | Sales Revenue Goods Net [Member] | ||
Concentration risk percentage | 12.00% | 5.00% |
Customer B [Member] | Accounts Receivable [Member] | ||
Concentration risk percentage | 11.00% | 0.00% |
Customer C [Member] | Sales Revenue Goods Net [Member] | ||
Concentration risk percentage | 12.00% | 5.00% |
Customer C [Member] | Accounts Receivable [Member] | ||
Concentration risk percentage | 8.00% | 11.00% |
Customer D [Member] | Sales Revenue Goods Net [Member] | ||
Concentration risk percentage | 7.00% | 13.00% |
Customer D [Member] | Accounts Receivable [Member] | ||
Concentration risk percentage | 4.00% | 11.00% |
Customer E [Member] | Sales Revenue Goods Net [Member] | ||
Concentration risk percentage | 7.00% | 15.00% |
Customer F [Member] | Accounts Receivable [Member] | ||
Concentration risk percentage | 0.00% | 15.00% |
Biocon Acquisition (Details Nar
Biocon Acquisition (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Interest income | $ 1 | ||
Gross margin | 998 | 467 | |
Biocon Acquisition [Member] | |||
Percentage on membership interests | 100.00% | ||
Working capital adjustment | $ 11 | ||
Adjustments to amortization expense related to identifiable intangible assets acquired | 10 | ||
Interest income | 1 | ||
Gross margin | $ 1 | ||
Biocon Acquisition [Member] | Selling, General and Administrative Cost [Member] | |||
Transaction costs | $ 33 |
Biocon Acquisition - Summary of
Biocon Acquisition - Summary of Total Consideration (Details) - Biocon Acquisition [Member] $ in Thousands | 3 Months Ended | |
Mar. 31, 2019USD ($) | ||
Fixed purchase price | $ 1,070 | |
Acquisition date fair value of contingent consideration | 562 | |
Total consideration | $ 1,632 | [1] |
[1] | Total consideration consists of an upfront payment of $991,000, which includes $250,000 held in escrow, $137,000 in working capital payments, $5,000 in accrued expenses and $499,000 of acquisition date fair value contingent consideration liabilities. |
Biocon Acquisition - Summary _2
Biocon Acquisition - Summary of Total Consideration (Details) (Parenthetical) - Biocon Acquisition [Member] $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Upfront payment | $ 991 |
Held in escrow | 250 |
Working capital payments | 137 |
Accrued expenses | 5 |
Fair value of contingent consideration liabilities | $ 499 |
Biocon Acquisition - Summary _3
Biocon Acquisition - Summary of Preliminary Purchase Price Allocation (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Goodwill | $ 759 | $ 748 |
Biocon Acquisition [Member] | ||
Trade accounts receivable | 164 | |
Inventories | 179 | |
Equipment | 39 | |
Security deposit | 7 | |
Goodwill | 759 | |
Intangible assets | 590 | |
Total assets acquired, net of cash acquired | 1,738 | |
Accounts payable | 91 | |
Accrued expenses | 15 | |
Total liabilities assumed | 106 | |
Net assets acquired, net of cash acquired | $ 1,632 |
Biocon Acquisition - Schedule o
Biocon Acquisition - Schedule of Acquired Intangible Assets Amortized Over Estimated Useful Lives (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Preliminary Fair Values: Total intangible assets | $ 590 |
Tradenames, Service Marks and Domain Names [Member] | |
Preliminary Fair Values: Total intangible assets | $ 50 |
Weighted Average Useful Life (Years) | 5 years |
Customer Relationships [Member] | |
Preliminary Fair Values: Total intangible assets | $ 540 |
Weighted Average Useful Life (Years) | 17 years |
Biocon Acquisition - Schedule_2
Biocon Acquisition - Schedule of Business Acquisition, Pro Forma Information (Details) - Biocon Acquisition [Member] $ in Thousands | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Total revenues | $ 1,170 |
Net loss attributable to Nephros, Inc | $ (1,389) |
Revenue Recognition (Details Na
Revenue Recognition (Details Narrative) - Bellco [Member] $ / shares in Units, $ in Thousands | 3 Months Ended | |||
Mar. 31, 2019USD ($)Products$ / shares | Mar. 31, 2018USD ($) | Dec. 31, 2018€ / shares | Jan. 02, 2018USD ($) | |
Number of units under first tier royalty receivable | Products | 125,000 | |||
First tier royalty per unit | $ / shares | $ 2.10 | |||
Second tier royalty per unit | $ / shares | $ 1.50 | |||
License Agreement [Member] | ||||
Cumulative effect adjusted to accumulated deficit | $ | $ 278 | |||
Royalty income | $ | $ 26 | $ 27 | ||
EURO Currency [Member] | ||||
First tier royalty per unit | € / shares | € 1.75 | |||
Second tier royalty per unit | € / shares | € 1.25 |
Revenue Recognition - Schedule
Revenue Recognition - Schedule of License, Royal and Other Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
License Revenue [Member] | License Agreement [Member] | Bellco [Member] | ||
Revenue | $ 26 | $ 27 |
Other Revenue [Member] | ||
Revenue | 14 | |
Royalty and Other Revenues [Member] | ||
Revenue | $ 40 | $ 27 |
Fair Value Measurements (Detail
Fair Value Measurements (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Fair Value Disclosures [Abstract] | ||
Change in fair value of contingent consideration | $ 10 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair value on Recurring Basic (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Significant Unobservable Inputs (Level 3) [Member] | ||
Total contingent consideration liability | $ 503 | $ 499 |
Fair Value, Measurements, Recurring [Member] | ||
Total contingent consideration liability | 503 | 499 |
Fair Value, Measurements, Recurring [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | ||
Total contingent consideration liability | ||
Fair Value, Measurements, Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||
Total contingent consideration liability | ||
Fair Value, Measurements, Recurring [Member] | Significant Unobservable Inputs (Level 3) [Member] | ||
Total contingent consideration liability | $ 503 | $ 499 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Change in Fair Value of Contingent Consideration Liability Using Unobservable Level 3 Inputs (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Change in fair value of contingent consideration liability | $ (10) | |
Significant Unobservable Inputs (Level 3) [Member] | ||
Balance as of December 31, 2018 | 499 | |
Payments against contingent consideration | ||
Change in fair value of contingent consideration liability | (10) | |
Accretion of contingent consideration liability | 14 | |
Balance as of March 31, 2019 | $ 503 |
Inventory, Net - Schedule of In
Inventory, Net - Schedule of Inventory, Net (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 1,842 | $ 1,633 |
Raw materials | 273 | 280 |
Less: inventory reserve | (75) | (49) |
Total inventory, net | $ 2,040 | $ 1,864 |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization of intangible assets | $ 10 | |
Amortization expense intangible assets reminder fiscal year | 32 | |
Amortization expense intangible assets next twelve months | 42 | |
Amortization expense intangible assets year two | 42 | |
Amortization expense intangible assets year three | 42 | |
Amortization expense intangible assets year four | 42 | |
Amortization expense intangible assets five years | 42 | |
Goodwill | 759 | $ 748 |
Increase decrease in goodwill | $ 11 |
Intangible Assets and Goodwil_3
Intangible Assets and Goodwill - Schedule of Intangible Assets (Details) $ in Thousands | Mar. 31, 2019USD ($) |
Cost | $ 590 |
Accumulated Amortization | 10 |
Total intangible assets, Net | 580 |
Tradenames, Service Marks and Domain Names [Member] | |
Cost | 50 |
Accumulated Amortization | 2 |
Total intangible assets, Net | 48 |
Customer Relationships [Member] | |
Cost | 540 |
Accumulated Amortization | 8 |
Total intangible assets, Net | $ 532 |
License and Supply Agreement,_2
License and Supply Agreement, Net (Details Narrative) - USD ($) $ in Thousands | Apr. 23, 2012 | Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | Sep. 30, 2013 |
Long-term intangible asset | $ 2,250 | ||||
Other long-term assets | 904 | $ 938 | |||
Accumulated amortization | 1,346 | 1,312 | |||
Amortization of other deferred charges | 34 | $ 34 | |||
Interest expense | 10 | ||||
Royalty expense | 47 | $ 29 | |||
Accrued Expenses [Member] | |||||
Royalty expense | $ 47 | ||||
Accounts Payable [Member] | |||||
Royalty expense | $ 50 | ||||
Medica S.p.A. [Member] | |||||
Expiration term of license agreement | Dec. 31, 2025 | ||||
Debt instrument, interest rate, stated percentage | 12.00% | ||||
Medica [Member] | April 23, 2014 through December 31, 2025 [Member] | |||||
Royalty rate | 3.00% |
Secured Note Payable (Details N
Secured Note Payable (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Mar. 27, 2018 | |
Interest expense | $ 46 | $ 86 | |
Unsecured Promissory Note [Member] | |||
Debt interest rate | 11.00% | ||
Secured Note [Member] | |||
Repayments of notes payable | $ 72 | ||
Interest expense | 20 | ||
Secured Promissory Note Agreement [Member] | Tech Capital, LLC [Member] | |||
Principal amount of secured note payable | $ 1,187 | ||
Principal balance of line of credit | $ 986 | ||
Debt interest rate | 8.00% | ||
Maturity date | Apr. 1, 2023 | ||
Debt instrument, maturity date, description | Principal and interest payments are due on the first day of each month commencing on May 1, 2018. | ||
Debt issuance costs | $ 6 |
Secured Notes Payable - Schedul
Secured Notes Payable - Schedule of Future Debt Principal Maturities (Details) $ in Thousands | Mar. 31, 2019USD ($) |
Debt Disclosure [Abstract] | |
2019 (excluding the three months ended March 31, 2019) | $ 162 |
2020 | 231 |
2021 | 251 |
2022 | 271 |
2023 | 71 |
Total | $ 986 |
Secured Revolving Credit Faci_2
Secured Revolving Credit Facility (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | Aug. 17, 2017 | |
Interest expense | $ 46 | $ 86 | ||
Interest expense included in accrued expenses | 512 | $ 396 | ||
Loan Agreement [Member] | Tech Capital, LLC [Member] | ||||
Maximum secured revolving credit facility | $ 1,000 | |||
Principal balance of line of credit | $ 906 | $ 991 | ||
Loan agreement, term | 12 months | |||
Line of credit interest rate | 9.00% | |||
Interest expense | $ 11 | $ 6 | ||
Loan Agreement [Member] | Tech Capital, LLC [Member] | Revolving Credit Facility [Member] | ||||
Interest expense included in accrued expenses | $ 3 | |||
Loan Agreement [Member] | Tech Capital, LLC [Member] | Prime Rate [Member] | ||||
Line of credit interest rate | 3.50% | |||
Loan Agreement [Member] | Tech Capital, LLC [Member] | Prime Rate [Member] | Maximum [Member] | ||||
Line of credit interest rate | 4.25% |
Unsecured Promissory Notes an_2
Unsecured Promissory Notes and Warrants (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | ||
Jun. 30, 2016 | Mar. 31, 2019 | Mar. 31, 2018 | Mar. 30, 2018 | |
Loss on extinguishment of debt | $ (199) | |||
Amortization of debt discount | 34 | |||
Interest expense | $ 46 | 86 | ||
Entities Controlled by Member of Management and by Lambda Investors, LLC [Member] | ||||
Interest expense related party | 1 | |||
Note and Warrant Agreement [Member] | ||||
Gross proceeds from unsecured promissory notes and warrants | $ 1,187 | |||
Percentage of accrued interest rate per annum | 11.00% | |||
Proceeds from warrants | $ 393 | |||
Debt issuance costs | $ 9 | |||
Amortization of debt discount | 34 | |||
Interest expense | 30 | |||
Note and Warrant Agreement [Member] | Investors [Member] | ||||
Number of warrants issued to purchase of shares of common stock | 2,400,000 | |||
Secured Note Agreement [Member] | ||||
Accrued interest | $ 43 | |||
Loss on extinguishment of debt | $ 199 |
Leases (Details Narrative)
Leases (Details Narrative) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2019USD ($)ft² | Feb. 28, 2019USD ($) | Mar. 31, 2019USD ($)ft² | Mar. 31, 2018USD ($) | Dec. 31, 2017USD ($)ft² | Dec. 31, 2018USD ($) | Aug. 01, 2018 | |
Rental Agreement [Member] | |||||||
Area of a land | ft² | 16,000 | 16,000 | |||||
Lease expiration date | Expires in November 2020 | ||||||
Monthly rent expense | $ 6,000 | ||||||
Security deposit | $ 7,000 | 7,000 | $ 7,000 | ||||
Operating Lease [Member] | |||||||
Area of a land | ft² | 7,700 | ||||||
Lease expiration date | Expires in January 2021 | Expires in November 2022 | |||||
Monthly rent expense | 15,000 | $ 850 | $ 11,000 | ||||
Security deposit | 11,000 | 11,000 | $ 11,000 | ||||
Operating lease expense | 58,000 | $ 51,000 | |||||
Operating Lease One [Member] | |||||||
Security deposit | 1,000 | 1,000 | |||||
Operating Lease Two [Member] | |||||||
Security deposit | $ 20,000 | $ 20,000 | |||||
License Agreement [Member] | Ireland [Member] | |||||||
Operating lease terms | 12 months | ||||||
Minimum [Member] | |||||||
Operating lease terms | 1 year | 1 year | |||||
Maximum [Member] | |||||||
Operating lease terms | 4 years | 4 years |
Leases - Schedule of Supplement
Leases - Schedule of Supplemental Cash Flow Information Related to Leases (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Leases [Abstract] | |
Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases | $ 57 |
ROU assets obtained in exchange for lease liabilities: Operating leases | $ 20 |
Leases - Schedule of Suppleme_2
Leases - Schedule of Supplemental Balance Sheet Information Related to Leases (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Jan. 02, 2019 | Dec. 31, 2018 |
Leases [Abstract] | |||
Operating lease right-of-use assets | $ 587 | $ 613 | |
Current portion of operating lease liabilities | 191 | ||
Operating lease liabilities, net of current portion | 406 | ||
Total operating lease liabilities | $ 597 | $ 621 | |
Weighted average remaining operating lease term | 3 years 2 months 12 days | ||
Operating leases weighted average discount rate | 8.00% |
Leases - Schedule of Maturities
Leases - Schedule of Maturities of Lease Liabilities (Details) $ in Thousands | Mar. 31, 2019USD ($) |
Leases - Schedule Of Maturities Of Lease Liabilities | |
2019 (excluding the three months ended March 31, 2019) | $ 171 |
2020 | 218 |
2021 | 147 |
2022 | 136 |
Total future minimum lease payments | 672 |
Less: imputed interest | (75) |
Total | $ 597 |
Stock Plans Share-Based Payment
Stock Plans Share-Based Payments (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Selling, general and administrative expense | $ 1,503 | $ 1,260 |
Income tax expenses benefit | ||
Employee service share-based compensation, nonvested awards, compensation not yet recognized, stock options | 1,193 | |
Employee service share-based compensation, nonvested awards, compensation recognized at the time of certain performance conditions met | 230 | |
Stock based compensation recognized amortization cost | $ 963 | |
Employee service share-based compensation, nonvested awards, compensation cost not yet recognized, period for recognition | 2 years | |
Restricted Stock [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | $ 15 | 112 |
Selling, general and administrative expense | 14 | 100 |
Research and development expense | $ 1 | 12 |
Share based compensation unrecognized restricted stock award | 15 | |
Unvested Stock Options [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Research and development expense | 2 | |
Stock Option [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | $ 143 | 130 |
Selling, general and administrative expense | 124 | 120 |
Research and development expense | $ 19 | 10 |
Stock option modification expense | $ 12 | |
Director [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock options granted | 86,546 | |
Fair value of stock option granted | $ 31 |
Stock Plans, Share-Based Paymen
Stock Plans, Share-Based Payments - Schedule of Fair Value Assumptions (Details) | 3 Months Ended |
Mar. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Stock Price Volatility | 92.10% |
Risk-Free Interest Rates | 2.47% |
Expected Life (in years) | 5 years 9 months |
Expected Dividend Yield | 0.00% |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Sep. 05, 2018 | Jul. 24, 2015 | Mar. 31, 2019 | Sep. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2018 | Dec. 31, 2018 |
Class of Stock [Line Items] | |||||||
Proceeds from issuance of common stock | $ 854 | ||||||
Preferred stock, shares outstanding | |||||||
Proceeds from warrants exercised | |||||||
Series A Preferred Stock [Member] | |||||||
Class of Stock [Line Items] | |||||||
Number of shares issued in transaction, value | $ 1,900 | $ 2,300 | |||||
Preferred stock, shares outstanding | 150,000 | ||||||
Proceeds from indebtedness | $ 250 | ||||||
Securities Purchase Agreement [Member] | Lincoln Park Capital Fund LLC [Member] | |||||||
Class of Stock [Line Items] | |||||||
Stock issued during period, value, new issues | $ 10,000 | ||||||
Limited liability company description for purchase shares level | The Company had the right to sell to Lincoln Park, and Lincoln Park was obligated to purchase, up to $10.0 million in shares of the Company's common stock, subject to certain limitations, from time to time, over the 36-month period commencing on September 4, 2015. | ||||||
Number of shares issued during period | 1,900,000 | ||||||
Proceeds from issuance of common stock | $ 854 | ||||||
Series A Preferred Stock Purchase Agreement [Member] | Specialty Renal Products, Inc. [Member] | |||||||
Class of Stock [Line Items] | |||||||
Sale of stock, price per share | $ 5 | ||||||
Equity interest | 62.50% | ||||||
Ownership percentage | 100.00% | ||||||
Dividends per share rate | $ 0.40 | ||||||
Series A Preferred Stock Purchase Agreement [Member] | Specialty Renal Products, Inc. [Member] | Holders of Series A Preferred [Member] | |||||||
Class of Stock [Line Items] | |||||||
Equity interest | 37.50% | ||||||
Ownership percentage | 100.00% | ||||||
Series A Preferred Stock Purchase Agreement [Member] | Specialty Renal Products, Inc. [Member] | Entities Controlled by Member of Management [Member] | |||||||
Class of Stock [Line Items] | |||||||
Number of shares issued during period | 18,000 | ||||||
Series A Preferred Stock Purchase Agreement [Member] | Specialty Renal Products, Inc. [Member] | |||||||
Class of Stock [Line Items] | |||||||
Number of shares sold during the period | 600,000 | ||||||
Number of shares issued in transaction, value | $ 3,000 | ||||||
Transaction-related expenses | $ 30 | $ 30 | |||||
Series A Preferred Stock Purchase Agreement [Member] | Specialty Renal Products, Inc. [Member] | Lambda, Majority Shareholder [Member] | |||||||
Class of Stock [Line Items] | |||||||
Number of shares issued during period | 400,000 |
Net Loss Per Common Share - Sch
Net Loss Per Common Share - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Shares Underlying Warrants Outstanding [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share | 6,642,344 | 7,099,010 |
Shares Underlying Options Outstanding [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share | 7,495,128 | 6,474,527 |
Unvested Restricted Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share | 444,313 | 753,528 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - 3 months ended Mar. 31, 2019 - License and Supply Agreement [Member] - Medica S.p.A. [Member] € in Thousands, $ in Thousands | USD ($) | EUR (€) |
Purchase commitment | $ | $ 2,032 | |
December 31, 2019 [Member] | ||
Purchase commitment | $ | $ 3,400 | |
EURO Currency [Member] | ||
Purchase commitment | € | € 1,789 | |
EURO Currency [Member] | December 31, 2019 [Member] | ||
Purchase commitment | € | € 3,000 |
Segment Reporting (Details Narr
Segment Reporting (Details Narrative) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019USD ($)Products | Dec. 31, 2018USD ($) | |
Number of operating segments | Products | 1 | |
Number of reportable segments | Products | 2 | |
Total assets | $ 10,138 | $ 10,558 |
Prepaid Expenses and Other Current Assets [Member] | ||
Total assets | 200 | |
Series A Preferred Stock [Member] | ||
Sale of preferred stock, cash value | 1,900 | 2,300 |
Renal Products Segment [Member] | ||
Total assets | $ 2,100 | $ 2,500 |
Segment Reporting - Schedule of
Segment Reporting - Schedule of Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Total net revenues | $ 1,769 | $ 985 |
Gross margin | 998 | 467 |
Research and development expenses | 756 | 289 |
Depreciation and amortization expense | 50 | 41 |
Selling, general and administrative expenses | 1,503 | 1,260 |
Change in fair value of contingent consideration | (10) | |
Total operating expenses | (2,299) | (1,590) |
Loss from operations | (1,301) | (1,123) |
Water Filtration [Member] | ||
Total net revenues | 1,769 | 985 |
Gross margin | 998 | 467 |
Research and development expenses | 345 | 189 |
Depreciation and amortization expense | 50 | 41 |
Selling, general and administrative expenses | 1,469 | 1,250 |
Change in fair value of contingent consideration | (10) | |
Total operating expenses | (1,854) | (1,480) |
Loss from operations | (856) | (1,013) |
Renal Products [Member] | ||
Total net revenues | ||
Gross margin | ||
Research and development expenses | 411 | 100 |
Depreciation and amortization expense | ||
Selling, general and administrative expenses | 34 | 10 |
Change in fair value of contingent consideration | ||
Total operating expenses | (445) | (110) |
Loss from operations | $ (445) | $ (110) |