Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Feb. 26, 2018 | Jun. 30, 2017 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | Apollo Endosurgery, Inc. | ||
Entity Central Index Key | 1,251,769 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2017 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 12,083,298 | ||
Entity Common Stock, Shares Outstanding | 17,291,628 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 30,513 | $ 19,111 |
Accounts receivable, net of allowance for doubtful accounts of $452 and $479, respectively | 11,729 | 10,509 |
Inventory, net | 14,343 | 12,163 |
Prepaid expenses and other current assets | 1,015 | 1,838 |
Total current assets | 57,600 | 43,621 |
Restricted cash | 905 | 930 |
Property and equipment, net of accumulated depreciation of $6,658 and $4,404, respectively | 6,885 | 6,889 |
Goodwill | 6,828 | 6,828 |
Intangible assets, net of accumulated amortization of $28,415 and $20,959, respectively | 36,421 | 43,315 |
Other assets | 422 | 541 |
Total assets | 109,061 | 102,124 |
Current liabilities: | ||
Accounts payable | 18,327 | 13,650 |
Accrued expenses | 7,500 | 6,630 |
Total current liabilities | 25,827 | 20,280 |
Long-term debt | 33,321 | 39,427 |
Total liabilities | 59,148 | 59,707 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Common stock; $0.001 par value; 100,000,000 shares authorized; 17,291,209 and 10,688,992 shares issued and outstanding at December 31, 2017 and 2016, respectively | 17 | 11 |
Additional paid-in capital | 225,122 | 190,664 |
Accumulated other comprehensive income | 1,795 | 1,471 |
Accumulated deficit | (177,021) | (149,729) |
Total stockholders' equity | 49,913 | 42,417 |
Total liabilities and stockholders' equity | $ 109,061 | $ 102,124 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 452 | $ 479 |
Accumulated depreciation, property and equipment | 6,658 | 4,404 |
Accumulated amortization, intangible assets | $ 28,415 | $ 20,959 |
Common stock, par value (USD per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, shares issued (in shares) | 17,291,209 | 10,688,992 |
Common stock, shares outstanding (in shares) | 17,291,209 | 10,688,992 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Statement [Abstract] | ||
Revenues | $ 64,310 | $ 64,650 |
Cost of sales | 24,578 | 25,255 |
Gross margin | 39,732 | 39,395 |
Operating expenses: | ||
Sales and marketing | 32,910 | 31,533 |
General and administrative | 13,722 | 13,625 |
Research and development | 8,299 | 7,805 |
Amortization of intangible assets | 7,240 | 7,193 |
Total operating expenses | 62,171 | 60,156 |
Loss from operations | (22,439) | (20,761) |
Other expenses: | ||
Interest expense, net | 4,508 | 18,168 |
Other expense | 41 | 1,851 |
Net loss before income taxes | (26,988) | (40,780) |
Income tax expense | 304 | 387 |
Net loss | (27,292) | (41,167) |
Other comprehensive income: | ||
Foreign currency translation | 324 | 1,463 |
Comprehensive loss | $ (26,968) | $ (39,704) |
Net loss per share, basic and diluted (USD per share) | $ (2.01) | $ (105.69) |
Shares used in computing net loss per share, basic and diluted (shares) | 13,565,781 | 389,501 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Redeemable Preferred Stock and Stockholders’ Equity - USD ($) $ in Thousands | Total | Warrant [Member] | Convertible Debt [Member] | Redeemable Convertible Series A Preferred Stock [Member] | Redeemable Convertible Series B Preferred Stock [Member] | Redeemable Convertible Series C Preferred Stock [Member] | Common Stock [Member] | Common Stock [Member]Warrant [Member] | Common Stock [Member]Convertible Debt [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member]Warrant [Member] | Additional Paid-in Capital [Member]Convertible Debt [Member] | Additional Paid-in Capital [Member]Redeemable Convertible Series A Preferred Stock [Member] | Additional Paid-in Capital [Member]Redeemable Convertible Series B Preferred Stock [Member] | Additional Paid-in Capital [Member]Redeemable Convertible Series C Preferred Stock [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Accumulated Deficit [Member] |
Redeemable preferred stock, beginning balance (shares) at Dec. 31, 2015 | 9,588,891 | 45,406,582 | 37,617,334 | ||||||||||||||
Redeemable preferred stock, beginning balance at Dec. 31, 2015 | $ 19,301 | $ 72,390 | $ 53,246 | ||||||||||||||
Redeemable Convertible Preferred Stock: | |||||||||||||||||
Accretion of dividends | $ 940 | $ 4,433 | $ 3,667 | ||||||||||||||
Conversion of preferred stock, shares | (9,588,891) | (45,406,582) | (37,617,334) | ||||||||||||||
Conversion of convertible preferred stock into common stock | $ (1,286) | $ (11,530) | $ (54,241) | $ (45,699) | |||||||||||||
Common stock issued for preferred stock dividends | (8,711) | (22,582) | (11,214) | ||||||||||||||
Redeemable preferred stock, ending balance at Dec. 31, 2016 | $ 0 | $ 0 | $ 0 | ||||||||||||||
Redeemable preferred stock, ending balance (shares) at Dec. 31, 2016 | 0 | 0 | 0 | ||||||||||||||
Beginning balance, shares at Dec. 31, 2015 | 755,606 | ||||||||||||||||
Beginning balance at Dec. 31, 2015 | $ 1 | $ (25,215) | $ 8 | $ (108,562) | |||||||||||||
Redeemable convertible preferred stock and stockholders' equity, beginning balance at Dec. 31, 2015 | 11,169 | ||||||||||||||||
Stockholders' Equity: | |||||||||||||||||
Exercise of common stock options, shares | 22,964 | ||||||||||||||||
Exercise of common stock options | 53 | 53 | |||||||||||||||
Accretion of dividends | $ 0 | $ 0 | $ 0 | $ (940) | $ (4,433) | $ (3,667) | |||||||||||
Issuance of common stock, shares | 1,019,441 | ||||||||||||||||
Issuance of common stock | 29,000 | $ 1 | 28,999 | ||||||||||||||
Convertible securities, shares | 5,326,500 | 294,438 | 1,269,900 | ||||||||||||||
Convertible securities | 0 | $ 24,005 | $ 6 | $ 1 | 111,464 | $ 24,004 | |||||||||||
Common stock issued for preferred stock dividends, shares | 2,000,143 | ||||||||||||||||
Common stock issued for preferred stock dividends | 0 | $ 2 | 42,505 | ||||||||||||||
Beneficial conversion feature associated with conversion of convertible notes | $ 8,678 | $ 8,678 | |||||||||||||||
Business combination with Lpath, Inc. | 7,087 | 7,087 | |||||||||||||||
Reclassification of warrant liability to equity | 1,286 | 1,286 | |||||||||||||||
Conversion of common and preferred stock warrants into common stock | $ 462 | $ 462 | |||||||||||||||
Stock based compensation | 381 | 381 | |||||||||||||||
Foreign currency translation | 1,463 | 1,463 | |||||||||||||||
Net loss | (41,167) | (41,167) | |||||||||||||||
Redeemable convertible preferred stock and stockholders' equity, ending balance at Dec. 31, 2016 | 42,417 | ||||||||||||||||
Ending balance at Dec. 31, 2016 | $ 42,417 | $ 11 | 190,664 | 1,471 | (149,729) | ||||||||||||
Ending balance, shares at Dec. 31, 2016 | 10,688,992 | 10,688,992 | |||||||||||||||
Redeemable Convertible Preferred Stock: | |||||||||||||||||
Conversion of convertible preferred stock into common stock | $ 0 | ||||||||||||||||
Redeemable preferred stock, ending balance at Dec. 31, 2017 | $ 0 | $ 0 | $ 0 | ||||||||||||||
Redeemable preferred stock, ending balance (shares) at Dec. 31, 2017 | 0 | 0 | 0 | ||||||||||||||
Stockholders' Equity: | |||||||||||||||||
Exercise of common stock options, shares | 59,764 | ||||||||||||||||
Exercise of common stock options | 119 | 119 | |||||||||||||||
Issuance of common stock, shares | 6,542,453 | ||||||||||||||||
Issuance of common stock | 33,584 | $ 6 | 33,578 | ||||||||||||||
Convertible securities, shares | 1,269,900 | ||||||||||||||||
Stock based compensation | 761 | 761 | |||||||||||||||
Foreign currency translation | 324 | 324 | |||||||||||||||
Net loss | (27,292) | (27,292) | |||||||||||||||
Redeemable convertible preferred stock and stockholders' equity, ending balance at Dec. 31, 2017 | 49,913 | ||||||||||||||||
Ending balance at Dec. 31, 2017 | $ 49,913 | $ 17 | $ 225,122 | $ 1,795 | $ (177,021) | ||||||||||||
Ending balance, shares at Dec. 31, 2017 | 17,291,209 | 17,291,209 |
Consolidated Statements of Cha6
Consolidated Statements of Changes in Redeemable Preferred Stock and Stockholders’ Equity (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Statement of Stockholders' Equity [Abstract] | |
Stock issuance costs | $ 2,400 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Cash flows from operating activities: | ||
Net loss | $ (27,292) | $ (41,167) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 9,717 | 9,092 |
Amortization of deferred financing costs | 299 | 425 |
Non-cash interest expense | 595 | 13,317 |
Change in fair value of warrant liability | 0 | (1,163) |
Provision for doubtful accounts receivable | 180 | 331 |
Change in inventory reserve | 692 | 3,750 |
Stock based compensation | 761 | 381 |
Foreign exchange on short-term intercompany loans | (193) | 1,332 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (916) | (426) |
Inventory | (2,850) | (3,054) |
Prepaid expenses and other assets | 948 | 327 |
Accounts payable and accrued expenses | 4,739 | 3,954 |
Net cash used in operating activities | (13,320) | (12,901) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (1,564) | (1,028) |
Purchase of intangibles and other assets | (573) | (1,337) |
Acquisitions, net of cash acquired | 0 | 200 |
Net cash used in investing activities | (2,137) | (2,165) |
Cash flows from financing activities: | ||
Proceeds from exercise of stock options | 119 | 53 |
Proceeds from issuance of common stock | 33,584 | 29,000 |
Payments of deferred financing costs | 0 | (216) |
Payment of debt | (7,000) | (11,220) |
Payment of contingent consideration | 0 | (5,000) |
Net cash provided by financing activities | 26,703 | 12,617 |
Effect of exchange rate changes on cash | 131 | (96) |
Net increase (decrease) in cash, cash equivalents and restricted cash | 11,377 | (2,545) |
Cash, cash equivalents and restricted cash at beginning of year | 20,041 | 22,586 |
Cash, cash equivalents and restricted cash at end of year | 31,418 | 20,041 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 3,775 | 5,791 |
Cash paid for income taxes | 274 | 318 |
Supplemental disclosure of non-cash investing and financing activity: | ||
Conversion of convertible notes | 0 | 8,678 |
Reclassification of warrant liability to equity | 0 | 1,286 |
Accretion of dividends on preferred stock | 0 | 9,040 |
Warrant [Member] | ||
Supplemental disclosure of non-cash investing and financing activity: | ||
Conversion into common stock | 0 | 462 |
Common Stock [Member] | ||
Supplemental disclosure of non-cash investing and financing activity: | ||
Conversion of convertible notes | 0 | 24,005 |
Preferred Stock [Member] | ||
Supplemental disclosure of non-cash investing and financing activity: | ||
Conversion into common stock | $ 0 | $ 153,977 |
Organization and Business Descr
Organization and Business Description | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Business Description | Organization and Business Description Apollo Endosurgery, Inc. is a Delaware corporation with both domestic and foreign wholly-owned subsidiaries. Throughout these Notes "Apollo" and the "Company" refer to Apollo Endosurgery, Inc. and its consolidated subsidiaries. Apollo is a medical technology company primarily focused on the design, development, and commercialization of innovative medical devices that can be used for the treatment of obesity and other gastrointestinal procedures. The Company develops and distributes minimally invasive surgical and non-surgical products for bariatric and gastrointestinal procedures that are used by general surgeons, bariatric surgeons and gastroenterologists in a variety of settings to provide interventional therapy to patients who suffer from obesity and the many co-morbidities associated with obesity. The Company's core products include the Orbera® Intragastric Balloon System, the OverStitch ™ Endoscopic Suturing System (together the "Endo-bariatric" products) and the Lap-Band® adjustable gastric banding system ("Surgical" products). All devices are regulated by the United States Food and Drug Administration (the "FDA") or an equivalent regulatory body outside the U.S. The Company's products are sold throughout the world with direct sales markets in the U.S., Europe, Australia, Brazil and Canada. The Company also has a manufacturing facility located in Costa Rica. In December 2016, the Company completed its business combination with Lpath, Inc. ("Lpath"), a publicly held company, in accordance with the terms of the Agreement and Plan of Merger and Reorganization (the "Merger Agreement"), dated September 8, 2016 (the "Merger"). Under the terms of the Merger Agreement, each share of Apollo common stock was converted into Lpath common stock at an exchange rate of approximately 0.3163 per Apollo share ("Exchange Ratio") and the $0.0001 par value of Apollo common stock was adjusted to the Lpath $0.001 par value. Immediately following the Merger, the Company effected a reverse stock split at a ratio of one new share for every five and one-half |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Significant Accounting Policies (a) Principles of Consolidation The consolidated financial statements include the accounts of the Company and all of its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated. (b) Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results are likely to differ from those estimates, and such differences may be material to the consolidated financial statements. Significant items subject to such estimates and assumptions include revenue recognition, useful lives of intangibles and long-lived assets, stock compensation, deferred tax asset valuation, long-lived asset and goodwill impairment, allowance for doubtful accounts, and valuation of inventory. (c) Cash and Cash Equivalents The Company considers all highly liquid investments with a remaining maturity at date of purchase of three months or less to be cash equivalents. (d) Restricted Cash The Company entered into irrevocable letters of credit with three banks to secure obligations under lease agreements and performance based obligations. These letters of credit are secured by cash balances totaling $905 and $930 which are recorded in restricted cash on the balance sheet as of December 31, 2017 and 2016 , respectively. (e) Accounts Receivable The Company generally extends credit to certain customers without requiring collateral. The Company provides an allowance for doubtful accounts based on management's evaluation of the collectability of accounts receivable. Accounts receivable are written off when it is determined amounts are uncollectible. The recorded allowance for doubtful accounts was $452 and $479 as of December 31, 2017 and 2016 , respectively. Accounts receivable of $238 and $482 were written off during the years ended December 31, 2017 and 2016 , respectively. (f) Inventory Inventory is stated at the lower of cost or market, net of any allowances. Charges for excess and obsolete inventory are based on specific identification of obsolete inventory items and an analysis of inventory items approaching expiration date. We record estimated excess and obsolescence charges to cost of sales. The Company's inventories are stated using the weighted average cost approach, which approximates actual costs. (g) Fair Value Measurements The carrying amounts of the Company's financial instruments, which primarily include cash and cash equivalents, accounts receivable, accounts payable and accrued expenses, approximate their fair values due to their short maturities. The fair value of the Company's long-term debt is estimated by management to approximate $33,158 at December 31, 2017 and $40,518 at December 31, 2016 . Management's estimates are based on comparisons of the characteristics of the Company's obligations, comparable ranges of interest rates on recently issued debt, and maturity. Such valuation inputs are considered a Level 3 measurement in the fair value valuation hierarchy. The accounting guidance defines fair value, establishes a consistent framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring or nonrecurring basis. Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the accounting guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level 1: Observable inputs such as quoted prices in active markets; Level 2: Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. (h) Property and Equipment Property and equipment are carried at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets, except for leasehold improvements, which are depreciated straight-line over the shorter of the estimated useful life or the life of the lease. Major renewals and betterments are capitalized. Validation costs (including materials and labor) that are required to bring machinery to working condition are capitalized. Expenditures for repairs and maintenance and minor replacements are charged to expense as incurred. (i) Business Combinations Assets acquired and liabilities assumed as part of a business acquisition are recorded at their estimated fair value at the date of acquisition. The excess of purchase price over the fair value of assets acquired and liabilities assumed is recorded as goodwill. Determining fair value of identifiable assets, particularly intangibles, and liabilities acquired also requires management to make estimates, which are based on all available information and, in some cases, assumptions with respect to the timing and amount of future revenue and expenses associated with an asset. (j) Goodwill and Other Intangible Assets Goodwill is not amortized but is tested annually for impairment or more frequently if impairment indicators exist. For annual and interim goodwill impairment tests, the Company first assesses qualitative factors before performing a quantitative assessment of the fair value of a reporting unit. If it is determined on the basis of qualitative factors that the fair value of the reporting unit is more likely than not less than the carrying amount, a quantitative impairment test is required. The Company's evaluation of goodwill completed on December 31, 2017 and 2016 resulted in no impairment losses. Definite-lived intangible assets consist of customer relationships, product technology, trade names, patents and trademarks and capitalized software which are amortized over their estimated useful lives. Costs to extend the lives of and renew patents and trademarks are capitalized when incurred. (k) Valuation of Long-Lived Assets Long-lived assets, including definite-lived intangible assets, are monitored and reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of any such asset may not be recoverable. The determination of recoverability is based on an estimate of undiscounted cash flows expected to result from the use of an asset and its eventual disposition. The estimate of undiscounted cash flows is based upon, among other things, certain assumptions about expected future operating performance. The Company's estimates of undiscounted cash flows may differ from actual cash flows. If the sum of the undiscounted cash flows is less than the carrying value of the asset, an impairment charge is recognized, measured as the amount by which the carrying value exceeds the fair value of the asset. The Company's evaluation of long-lived assets for the years ended December 31, 2017 and 2016 resulted in no impairment losses. (l) Revenue Recognition The Company's principal source of revenues is from the sale of its products. Revenue is recognized when evidence of an arrangement exists, fees are fixed or determinable, collection of the fees is reasonably assured, and delivery or customer acceptance of the product has occurred and no other significant obligations remain. Generally, these conditions are met upon product shipment. This includes sales to distributors, who sell the products to their customers, take title to the products and assume all risks of ownership at the time of shipment. Our distributors are obligated to pay within specified terms regardless of when, if ever, they sell the products. Customers and distributors generally have the right to return or exchange products purchased from the Company for up to thirty days from the date of product shipment. At the end of each period, the Company determines the extent to which its revenues need to be reduced to account for expected returns and exchanges and a reserve is recorded against revenue recognized. The Company accounts for taxes collected from customers and remitted to governmental authorities on a net basis. Accordingly, such amounts are excluded from revenues. Amounts billed to customers related to shipping and handling are included in revenues. Shipping and handling costs related to revenue producing activities are included in cost of goods sold. (m) Research and Development Research and development costs are expensed as incurred. (n) Stock-based Compensation Plans The Company recognizes compensation costs for all stock-based awards based upon each award's estimated fair value as determined on the date of grant. The Company utilizes the Black-Scholes option-pricing model to determine the fair value of stock option awards. The Black-Scholes option-pricing model requires management to make various assumptions, including valuing the Company's common stock which was done by an independent valuation firm using a blend of an income approach, market approach and cost approach before the Company became public on December 29, 2016. Compensation cost is recognized on a straight-line basis over the respective vesting period of the award. Adjustments for actual forfeitures are made in the period which they occur. (o) Advertising The Company expenses advertising costs as incurred. The Company incurred approximately $3,295 and $3,484 in advertising costs during the years ended December 31, 2017 and 2016 , respectively. (p) Income Taxes The Company accounts for deferred income taxes using the asset and liability method. Under this method, deferred income taxes arise from temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements, which will result in taxable or deductible amounts in the future. Temporary differences are then measured using the enacted tax rates and laws. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount that is more-likely than-not to be realized. Determining the appropriate amount of valuation allowance requires management to exercise judgment about future operations. In the ordinary course of business, there are many transactions for which the ultimate tax outcome is uncertain. The Company regularly assesses uncertain tax positions in each of the tax jurisdictions in which it has operations and accounts for the related consolidated financial statement implications. The amount of unrecognized tax benefits is adjusted when information becomes available or when an event occurs indicating a change is appropriate. The Company includes interest and penalties related to its uncertain tax positions as part of income tax expense. (q) Medical Device Excise Tax Effective as of January 1, 2013, the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Affordability Reconciliation Act, imposed a medical device excise tax (MDET) of 2.3% on any entity that manufactures or imports certain medical devices offered for sale in the U.S. In December 2015, the medical device tax was suspended for two years and thus no tax was imposed during 2016 or 2017 . On January 22, 2018 the moratorium on this tax was extended through December 31, 2019. (r) Foreign Currency The Company is exposed to foreign currency exchange risk as foreign subsidiaries generally operate and utilize functional currencies in local currencies other than the U.S. Dollar, which is the Company's reporting currency. The Company translates foreign assets and liabilities at exchange rates in effect at the balance sheet dates, and the revenues and expenses using average rates during the year. The resulting foreign currency translation adjustments are recorded as a separate component of accumulated other comprehensive income in the accompanying consolidated balance sheets. The Company does not hedge foreign currency translation risk in the net assets and income it reports from these sources. Exchange rate fluctuations on short-term intercompany loans are included in other expense in the consolidated statement of operations and comprehensive loss. (s) Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2014-09, Revenue from Contracts with Customers ("ASC 606"), which requires an entity to recognize revenue when it transfers control of promised goods or services to customers in an amount that reflects the consideration to which it expects to be entitled in exchange for those goods or services which replaces most existing revenue recognition guidance in GAAP. The Company adopted this new standard on January 1, 2018 using the modified retrospective method and applied this method only to contracts that were not completed as of January 1, 2018. Prior periods were not retrospectively adjusted. Management has assessed the Company's revenue recognition practices and concluded that there is no material impact from the new revenue recognition standard. The Company also adopted the provisions of ASU 2015-11, Simplifying the Measurement of Inventory ("ASU 2015-11"), ASU 2016-09, Improvements to Employee Share-Based Payment Accounting ("ASU 2016-09") and ASU 2015-17, Balance Sheet Classification of Deferred Taxes ("ASU 2015-17") as of January 1, 2017 which resulted in no material impact on the Company's consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases ("ASU 2016-02") which requires a lessee to recognize assets and liabilities for leases with a maximum possible term of more than 12 months. A lessee would recognize a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the leased asset (the underlying asset) for the lease term which will require companies to recognize most leases on the balance sheet, thereby increasing reported assets and liabilities. Extensive quantitative and qualitative disclosures, including significant judgments made by management, will be required. ASU 2016-02 requires adoption using a modified retrospective transition with application of the guidance at the beginning of the earliest comparative period presented. ASU 2016-02 will be effective for the Company on January 1, 2019. The Company is evaluating the effect that ASU 2016-02 will have on its consolidated financial statements. In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other: Simplifying the Test for Goodwill Impairment (“ASU 2017-04”) to simplify the accounting for goodwill impairment. The guidance removes step two of the |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions On December 29, 2016 , the Company completed a business combination with Lpath, Inc. ("Lpath"), a publicly held company, in accordance with the terms of the Agreement and Plan of Merger and Reorganization dated September 8, 2016 (the "Merger"). The following summary pro forma condensed consolidated financial information reflects the Merger with Lpath as if it had occurred on January 1, 2016 for purposes of the statements of operations. This summary pro forma information is not necessarily representative of what the Company's results of operations would have been had the Merger in fact occurred on January 1, 2016, and is not intended to project the Company's results of operations for any future period. Pro forma condensed consolidated financial information for 2016 (unaudited): Year Ended December 31, 2016 Pro form combined revenues $ 64,945 Pro forma combined net loss $ (33,269 ) Pro forma combined loss per share $ (3.11 ) Pro forma combined net loss includes adjustments to remove transactions costs of $5,140 for the year ended December 31, 2016 because they will not have a continuing impact on operations, and reduces historical interest expense by $13,258 |
Concentrations
Concentrations | 12 Months Ended |
Dec. 31, 2017 | |
Risks and Uncertainties [Abstract] | |
Concentrations | Concentrations Consolidated financial instruments that potentially subject the Company to a concentration of credit risk principally consist of cash and cash equivalents and accounts receivable. At December 31, 2017 , the Company's cash and cash equivalents and restricted cash are held in deposit accounts at three different banks totaling $31,418 . The Company has not experienced any losses in such accounts, and management does not believe the Company is exposed to any significant credit risk. Management further believes that the concentration of credit risk in the Company's accounts receivable is substantially mitigated by the Company's evaluation process, relatively short collection terms, and the high level of creditworthiness of its customers. The Company continually evaluates the status of each of its customers, but generally requires no collateral. The Company had no customers that comprised a concentration greater than 10% of the Company's total accounts receivable or revenues as of or for the years ended December 31, 2017 and 2016 |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2017 | |
Inventory Disclosure [Abstract] | |
Inventory | Inventory Inventory consists of the following as of December 31: 2017 2016 Raw materials $ 4,937 $ 5,031 Work in progress 493 346 Finished goods 10,947 10,520 Less inventory reserve (2,034 ) (3,734 ) Total inventory, net $ 14,343 $ 12,163 The Company recorded an inventory impairment charge of $692 and $3,750 and for the year ended December 31, 2017 and 2016 , respectively. For the year ended December 31, 2017 , the Company disposed of $2,392 of expired product which was fully reserved. Finished goods included $430 of consigned inventory at December 31, 2017 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property and equipment consists of the following as of December 31: Depreciable 2017 2016 Equipment 5 years $ 5,501 $ 4,949 Furniture, fixtures and tooling 4 - 8 years 3,524 3,533 Computer hardware 3 - 5 years 1,223 1,057 Leasehold improvements 3 - 5 years 1,424 1,149 Construction in process 1,871 605 13,543 11,293 Less accumulated depreciation (6,658 ) (4,404 ) Property and equipment, net $ 6,885 $ 6,889 The Company recorded depreciation expense of $2,250 and $1,862 for the years ended December 31, 2017 and 2016 , respectively. There were no impairment charges for the years ended December 31, 2017 or 2016 . The Company capitalized interest of $109 for the year ended December 31, 2016 related to our manufacturing facility in Costa Rica before manufacturing commenced in June 2016 and disposed of $1,270 |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets The following table reflects the changes in goodwill for the years ended December 31, 2017 and 2016 : December 31, 2015 $ 184 Goodwill associated with Lpath, Inc. merger 6,644 December 31, 2016 $ 6,828 December 31, 2017 $ 6,828 Other intangible assets consist of the following as of December 31: Useful Life 2017 2016 Customer relationships 9 years $ 30,300 $ 30,300 Lap-Band technology 10 years 15,500 15,500 Orbera technology 12 years 4,600 4,600 Trade names 10 years 7,900 7,900 Patents and trademarks 5 years 4,579 4,178 Other 1 - 4 years 1,957 1,796 64,836 64,274 Less accumulated amortization (28,415 ) (20,959 ) $ 36,421 $ 43,315 Amortization expense related to the above intangible assets was $7,467 and $7,230 during 2017 and 2016 , respectively. Additionally, we capitalized $401 and $1,271 related to the extension and renewal of our patents and trademarks during 2017 and 2016 , respectively. Amortization for the next five years is as follows: 2018 $ 7,378 2019 7,022 2020 6,577 2021 6,317 2022 5,864 Thereafter 3,263 Total $ 36,421 |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2017 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | Accrued Expenses Accrued expenses consist of the following as of December 31: 2017 2016 Accrued employee compensation and expenses $ 4,243 $ 3,040 Accrued professional service fees 522 1,521 Accrued returns and rebates 438 366 Accrued insurance and taxes 527 256 Other 1,770 1,447 Total accrued expenses $ 7,500 $ 6,630 |
Convertible Notes
Convertible Notes | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Convertible Notes | Convertible Notes From July through November 2015, the Company entered into various convertible note purchase agreements which resulted in gross proceeds of $22,166 . The notes accrued interest at a rate of 6% per annum which was added to the outstanding amount until conversion. Interest accrued for the notes was $1,326 for the year ended December 31, 2016. The notes had an optional voluntary conversion feature in which the holder could convert the notes into the Company's Series C preferred stock at a rate of 115% times the sum of the outstanding principal and unpaid accrued interest at the issuance price of $1.2223 per share on or after July 29, 2016. Alternatively, the notes converted into common stock or preferred stock equal to a range of 115% to 150% of the sum of outstanding principal and interest upon certain contingent qualifying events such as a public offering or liquidation event. The intrinsic value of this beneficial conversion feature was $3,325 upon issuance of the notes and was recorded as additional paid-in capital on the statement of changes in redeemable preferred stock and stockholders' equity and as a debt discount which accreted to interest expense through the first optional conversion date of July 29, 2016. Interest expense included discount amortization of $2,073 for the year ended December 31, 2016. The debt discount was fully amortized at July 29, 2016. Immediately prior to the Merger, all of the convertible notes and accrued interest thereon were converted into 1,269,900 shares of common stock on December 29, 2016 at 150% of the sum of the outstanding principal and interest and a conversion price of $1.6361 . The additional intrinsic value of the contingent beneficial conversion feature of $8,678 Long-term debt consists of the following as of December 31: 2017 2016 Senior secured credit facility $ 32,000 $ 39,000 Payment-in-kind interest 2,223 2,046 Discount on long-term debt (534 ) (952 ) Deferred financing costs (368 ) (667 ) Long-term debt $ 33,321 $ 39,427 On February 27, 2015, the Company entered into a senior secured credit facility (the "Credit Facility") with a lender to borrow $50,000 which is payable in a lump sum on February 27, 2020. The Credit Facility is secured by all of the Company's assets and has priority over all other debt. The Credit Facility bears interest at 10.5% per annum. In the first year, 7% cash interest was paid quarterly and 3.5% of payment-in-kind was added to the outstanding debt. After March 15, 2016, 10.5% of interest became payable in cash on a quarterly basis. An additional 2% of the outstanding amount will be due at end of the loan term. The Company is accruing this additional payment-in-kind interest as interest expense using the effective interest rate method. The Company used $39,500 of these proceeds in 2015 to pay off the previous outstanding long-term debt. In October 2016, the Company issued a warrant to purchase 163,915 shares of common stock with an exercise price of $21.29 per share. These warrants remain outstanding and are included in Note 11(c). The Credit Facility includes covenants and terms that place certain restrictions on the Company's ability to incur additional debt, incur additional liens, make investments, effect mergers, declare or pay dividends, sell assets, engage in transactions with affiliates, or make capital expenditures. The Credit Facility also includes financial covenants including minimum consolidated quarterly revenue, consolidated debt to revenue ratio and provides certain limited cure provisions in the event these requirements are not met. On March 7, 2017, the Company entered into a Fifth Amendment (the "Fifth Amendment") to the senior secured credit facility (the "Credit Agreement") with its lender, Athyrium Opportunities II Acquisition LP ("Athyrium") which adjusted the quarterly revenue and debt to revenue covenant requirements, eliminated the minimum cash requirement and required a principal payment of $7,000 . Unamortized deferred financing costs of $113 and unamortized discount of $162 were written off in March 2017 in connection with the principal repayment of $7,000 . As of December 31, 2017 |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Convertible Notes From July through November 2015, the Company entered into various convertible note purchase agreements which resulted in gross proceeds of $22,166 . The notes accrued interest at a rate of 6% per annum which was added to the outstanding amount until conversion. Interest accrued for the notes was $1,326 for the year ended December 31, 2016. The notes had an optional voluntary conversion feature in which the holder could convert the notes into the Company's Series C preferred stock at a rate of 115% times the sum of the outstanding principal and unpaid accrued interest at the issuance price of $1.2223 per share on or after July 29, 2016. Alternatively, the notes converted into common stock or preferred stock equal to a range of 115% to 150% of the sum of outstanding principal and interest upon certain contingent qualifying events such as a public offering or liquidation event. The intrinsic value of this beneficial conversion feature was $3,325 upon issuance of the notes and was recorded as additional paid-in capital on the statement of changes in redeemable preferred stock and stockholders' equity and as a debt discount which accreted to interest expense through the first optional conversion date of July 29, 2016. Interest expense included discount amortization of $2,073 for the year ended December 31, 2016. The debt discount was fully amortized at July 29, 2016. Immediately prior to the Merger, all of the convertible notes and accrued interest thereon were converted into 1,269,900 shares of common stock on December 29, 2016 at 150% of the sum of the outstanding principal and interest and a conversion price of $1.6361 . The additional intrinsic value of the contingent beneficial conversion feature of $8,678 Long-term debt consists of the following as of December 31: 2017 2016 Senior secured credit facility $ 32,000 $ 39,000 Payment-in-kind interest 2,223 2,046 Discount on long-term debt (534 ) (952 ) Deferred financing costs (368 ) (667 ) Long-term debt $ 33,321 $ 39,427 On February 27, 2015, the Company entered into a senior secured credit facility (the "Credit Facility") with a lender to borrow $50,000 which is payable in a lump sum on February 27, 2020. The Credit Facility is secured by all of the Company's assets and has priority over all other debt. The Credit Facility bears interest at 10.5% per annum. In the first year, 7% cash interest was paid quarterly and 3.5% of payment-in-kind was added to the outstanding debt. After March 15, 2016, 10.5% of interest became payable in cash on a quarterly basis. An additional 2% of the outstanding amount will be due at end of the loan term. The Company is accruing this additional payment-in-kind interest as interest expense using the effective interest rate method. The Company used $39,500 of these proceeds in 2015 to pay off the previous outstanding long-term debt. In October 2016, the Company issued a warrant to purchase 163,915 shares of common stock with an exercise price of $21.29 per share. These warrants remain outstanding and are included in Note 11(c). The Credit Facility includes covenants and terms that place certain restrictions on the Company's ability to incur additional debt, incur additional liens, make investments, effect mergers, declare or pay dividends, sell assets, engage in transactions with affiliates, or make capital expenditures. The Credit Facility also includes financial covenants including minimum consolidated quarterly revenue, consolidated debt to revenue ratio and provides certain limited cure provisions in the event these requirements are not met. On March 7, 2017, the Company entered into a Fifth Amendment (the "Fifth Amendment") to the senior secured credit facility (the "Credit Agreement") with its lender, Athyrium Opportunities II Acquisition LP ("Athyrium") which adjusted the quarterly revenue and debt to revenue covenant requirements, eliminated the minimum cash requirement and required a principal payment of $7,000 . Unamortized deferred financing costs of $113 and unamortized discount of $162 were written off in March 2017 in connection with the principal repayment of $7,000 . As of December 31, 2017 |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders' Equity (a) Authorized Stock The Company’s amended and restated certificate of incorporation, effective upon the completion of the Merger, authorizes the Company to issue 115,000,000 shares of common and preferred stock, consisting of 100,000,000 shares of common stock with $0.001 par value and 15,000,000 shares of preferred stock with $0.001 par value. The Company has reserved common shares for issuance upon the exercise of the authorized and issued common stock options and warrants. Prior to the Merger, the Company had authorized 107,574,742 shares of preferred stock, of which 10,006,345 shares were designated as Series A convertible preferred stock ("Series A"), 45,431,126 shares were designated as Series B convertible preferred stock ("Series B") and 52,137,271 shares were designated as Series C convertible preferred stock ("Series C"). Holders of the preferred stock were entitled to receive dividends out of any assets legally available for payment of cumulative dividends at the annual rate of 8% . (b) Merger In the Merger, the previously outstanding shares of convertible preferred stock were converted on a one -to-one basis into shares of common stock and then subject to the Exchange Ratio and 1:5.5 Reverse Stock Split, resulting in all of the outstanding shares of Series A, Series B and Series C preferred stock and the accumulated dividends of $42,507 thereon being converted into 7,326,643 shares of common stock. Following the merger, there were no shares of preferred stock outstanding. Immediately prior to the Merger, the Company issued and sold an aggregate of 1,019,441 shares of common stock for approximately $29,000 . (c) Warrants Warrants consist of the following as of December 31, 2017 : Warrant Expiration Date Number of shares Exercise price per share September 25, 2019 47,520 $ 258.72 December 29, 2021 40,456 $ 13.70 February 27, 2022 163,915 $ 21.29 Total number of warrants outstanding 251,891 Weighted average exercise price of warrants outstanding $ 64.86 There were no warrants exercised in 2017 and 12,017 |
Stock Option Plans
Stock Option Plans | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock Option Plans | Stock Option Plans (a) Plans 2006 Plan The Company's 2006 Equity Incentive Plan (the "2006 Plan") covers employees, consultants, and nonemployee directors of the Company and provides for the grant of incentive stock options or nonqualified stock options to purchase shares of the Company's common stock. Options to date have been granted to employees at 100% of the fair value at the date of the grant. The fair value, vesting period, and expiration dates of the options granted were determined by the Board of Directors at the time of grant. The maximum term of options granted under the 2006 Plan is 10 years from the date of grant. Options generally vest over a period of time, typically not more than 5 years. The Company also has the right of first refusal for any proposed disposition of shares under the 2006 Plan. Under certain circumstances, the Company may repurchase previously granted options or shares issued upon the exercise of a previously granted option. The 2006 Plan expired in May 2016. Lpath Plan The Lpath Amended and Restated 2005 Equity Incentive Plan (the "Lpath Plan") allows for grants of incentive stock options with exercise prices of at least 100% of the fair market value of Lpath's common stock, nonqualified options with exercise prices of at least 85% of the fair market value of the company's common stock. All stock options granted to date have a 10 year life and vest over 0 to 5 years. As of December 31, 2017, all options under the Lpath Plan had expired. 2016 Plan The Company's 2016 Equity Incentive Plan (the "2016 Plan") covers employees, consultants, and nonemployee directors of the Company and provides for the grant of incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock units and other stock awards to purchase shares of the Company's common stock. Options to date have been granted to employees at 100% of the fair value at the date of the grant. The fair value, vesting period, and expiration dates of the options granted are determined by the Board of Directors at the time of grant. The maximum term of options granted under the 2016 Plan is ten years from the date of grant. Options generally vest over a period of time, typically not more than five years. 2017 Plan The Company's 2017 Equity Incentive Plan ("2017 Plan") was approved on June 9, 2017 by the Company's stockholders. The 2017 plan covers employees, consultants, and nonemployee directors of the Company and provides for the grant of incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock units, performance stock awards, performance cash awards, and other stock awards to purchase shares of the Company's common stock. Options to date have been granted to employees at 100% of the fair value at the date of the grant. The fair value, vesting period, and expiration dates of the options granted are determined by the Board of Directors at the time of grant. The maximum term of options granted under the 2017 Plan is ten years from the date of grant. Options generally vest over a period of time, typically not more than five years. The plan's reserve is automatically increased by 4% of the total number of shares outstanding at the prior year end for a period of ten years. Shares subject to awards granted under the 2017 Plan which expire, are repurchased, or are canceled or forfeited will again become available for issuance under the 2017 Plan. The shares available will not be reduced by awards settled in cash or by shares withheld to satisfy tax withholding obligations. Only the net number of shares issued upon the exercise of stock appreciation rights or options exercised by means of a net exercise will be deducted from the shares available under the 2017 Plan. The 2017 Plan replaced the Company's 2016 Plan, which was the successor to the 2006 Plan, and the Lpath Plan (collectively, the Lpath Plan, with the 2016 Plan and the 2006 Plan, the "Prior Plans"). Grants will no longer be made under the Prior Plans, but the awards that remain outstanding will continue to be governed by the terms of the applicable Prior Plan and the applicable award agreement. As of December 31, 2017 , the Company has 768,523 shares of common stock reserved for issuance under the 2017 Plan. (b) Stock Option Activity A summary of the stock option activity under the Company's 2017 Plan and Prior Plans (collectively, the "Equity Plans") as of December 31, 2017 is presented below. Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Options outstanding, December 31, 2016 1,016,647 $2.94 7.0 years $9,343 Options granted 828,319 $6.81 Options exercised (59,764 ) $2.10 Options forfeited (394,774 ) $5.49 Options outstanding, December 31, 2017 1,390,428 $4.64 7.0 years $2,432 Options vested and expected to vest 1,390,428 $4.64 7.0 years $2,432 Options exercisable 675,943 $3.03 4.9 years $1,769 The fair value for options under the Equity Plans was estimated at the date of grant using the Black-Scholes option pricing model in valuing its stock awards. Prior to the Merger, the value of the Company's common stock was determined by an independent valuation firm using a blend of an income approach, market approach and cost approach. The Black-Scholes model requires estimating dividend yield, volatility, risk-free rate of return during the service period and the expected term of the award. The expected dividend yield assumption is based on the Company’s expectation of zero future dividend payouts. The volatility assumption is based on the historical volatilities of the Company’s common stock and of comparable public companies. The risk free rate of return assumption utilizes yields on U.S. treasury zero-coupon bonds with maturity that is commensurate with the expected term for awards issued to employees and the contractual term for awards issued to non-employees. The expected term is derived using the simplified method and represents the weighted average period that the stock awards are expected to remain outstanding. The fair value of stock option grants has been estimated at the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions for the years ended December 31: 2017 2016 Risk free interest rate 1.9% 1.4% Expected dividend yield —% —% Estimated volatility 61.7% 57.0% Expected life 5.4 years 5.5 years Additional information regarding options is as follows: 2017 2016 Stock compensation cost $ 761 $ 381 Weighted-average grant date fair value of options granted during the period $ 3.75 $ 1.22 Aggregate intrinsic value of options exercised during the period $ 231 $ 42 The aggregate intrinsic value in the table above represents the total pre-tax value of the options shown, calculated as the difference between the Company’s closing stock price on December 31, 2017 and the exercise prices of the options shown, multiplied by the number of in-the money options. This is the aggregate amount that would have been received by the option holders if they had all exercised their options on December 31, 2017 and sold the shares thereby received at the closing price of the Company’s stock on that date. This amount changes based on the closing price of the Company’s stock. Annually the Company grants options that would vest only upon the Company's achievement of certain global revenue and EBITDA targets and in 2017, 78,170 options were determined to have met the underlying conditions. The remaining performance shares were forfeited. Unrecognized compensation expense related to unvested options was approximately $2,125 at December 31, 2017 , with a remaining amortization period of less than 2.9 years. In addition, the Company granted 64,512 time-based restricted stock units in 2017 with a weighted-average grant date fair value of $5.65 of which 61,198 were outstanding as of December 31, 2017 . Intrinsic value of the restricted stock units was zero and unrecognized compensation expense related to unvested restricted stock units was approximately $283 at December 31, 2017 , with a remaining amortization period of 3.1 |
Commitments
Commitments | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | Commitments (a) Lease Commitments The Company has entered into various lease agreements for its office space in Texas, California, the United Kingdom, Australia, Italy, and Brazil, and for the manufacturing facility located in Costa Rica. The Company also has various lease agreements for equipment and vehicles. Lease expense for the years ended December 31, 2017 and 2016 was $1,769 and $1,120 , respectively. Certain of these leases contain scheduled rent increases which are included in lease expense and recognized using the straight-line method over the term of the leases. At December 31, 2017 , minimum rental commitments under non-cancelable operating leases payable over the next five years are as follows: 2018 $ 1,779 2019 1,068 2020 535 2021 391 2022 — Thereafter — Total $ 3,773 (b) Risk Management The Company maintains various forms of insurance that the Company's management believes are adequate to reduce the exposure to these risks to an acceptable level. (c) Employment Agreements Certain executive officers are entitled to payments if they are terminated without cause or as a result of a change in control. Upon termination without cause, and not as a result of death or disability, each of such officers is entitled to receive a payment of base salary for three to twelve months following termination of employment and such officer will be entitled to continue to receive coverage under medical and dental benefit plans for three to twelve months or until such officer is covered under a separate plan from another employer. Upon a termination other than for cause or for good reason within twelve months following a change in control, each of such officers will be entitled to the same benefits as upon termination without cause and will also be entitled to certain acceleration of such officer's outstanding unvested options at the time of such termination. (d) Litigation |
Contingencies
Contingencies | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies | Contingencies Accounts payable includes $8,505 |
Defined Contribution Plan
Defined Contribution Plan | 12 Months Ended |
Dec. 31, 2017 | |
Compensation and Retirement Disclosure [Abstract] | |
Defined Contribution Plan | Defined Contribution Plan The Company sponsors defined contribution plans for employees in the U.S. and Europe. The cost of these plans, including employer contributions, was $645 and $553 for the years ended December 31, 2017 and 2016 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Income tax expense of $304 and $387 for the years ended December 31, 2017 and 2016 , respectively is composed of foreign income taxes on earnings generated in the foreign subsidiaries. Deferred income taxes reflect the net effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company's deferred taxes at December 31 are as follows: 2017 2016 Deferred tax assets: Capitalized transaction costs $ 415 $ 686 Intangible assets 2,418 2,794 Inventory valuation 506 1,371 Research and development credit 3,241 2,796 Foreign timing differences (17 ) 117 Unremitted foreign earnings (438 ) 100 Other 952 1,121 Net operating loss carryforwards 34,887 44,087 41,964 53,072 Deferred tax liabilities: Depreciable assets (47 ) (288 ) (47 ) (288 ) Total net deferred tax assets 41,917 52,784 Less valuation allowance (41,917 ) (52,784 ) Net deferred tax assets (liabilities) $ — $ — The Company has established a valuation allowance equal to the total net deferred tax asset due to uncertainties regarding the realization of deferred tax assets based on the Company's lack of earnings history and potential limitations pursuant to changes in ownership under Internal Revenue Code Section 382. The valuation allowance decreased by $10,867 during the year ended December 31, 2017 , primarily as a result of changes in net operating loss and new tax legislation. As of December 31, 2017 , the Company has no unrecognized tax benefits or accrued interest or penalties associated with uncertain tax positions. The Company's provision for income taxes differs from the expected tax expense amount computed by applying the statutory federal income tax rate of 34% to income before income taxes as a result of the following: 2017 2016 Tax at U.S. statutory rate of 34% (9,176 ) $ (13,865 ) State taxes, net of deferred benefit (866 ) (1,061 ) Foreign tax rate differential (451 ) 422 Foreign taxes — 91 Permanent differences 726 3,942 Research and development tax credit (444 ) (240 ) Other 1,045 204 Unremitted foreign earnings (757 ) — Valuation allowance - current year 9,332 — Change in valuation allowance (20,199 ) 10,894 Federal tax rate change 21,094 — Income tax expense $ 304 $ 387 As of December 31, 2017 , the Company had federal net operating loss carryforwards of approximately $146,693 which will expire in varying amounts beginning in 2025 if not utilized. Under the provisions of the Internal Revenue Code, certain substantial changes in the Company's ownership may result in a limitation on the amount of net operating loss carryforwards which can be used in future years. The Company had state net operating loss carryforwards of approximately $66,987 which will begin to expire in varying amounts beginning in 2019. The Company had foreign net operating losses of approximately $4,422 which begin to expire in varying amounts beginning in 2020, if not utilized. New Tax Legislation On December 22, 2017, the United States enacted the Tax Cuts and Jobs Act ("Tax Act") which makes significant changes in the U.S. tax law including a reduction in the corporate tax rates from 35% to 21%. The lowering of the corporate tax rate reduced the Company's net U.S. deferred tax assets by $21,094 . Because the Company previously established a valuation allowance equal to its total U.S. net deferred tax assets, the enactment of the new tax law also reduced its valuation allowance and had no net impact on earnings. The legislation also introduced a new Global Intangible Low-Taxed Income (“GILTI”) provision. Because of the complexity of the new GILTI tax rules, the Company is continuing to evaluate this provision and the application of ASC 740, Income Taxes . The Company is allowed to make an accounting policy choice of either 1) treating taxes due on future U.S. inclusions in taxable income related to GILTI as a current-period cost when incurred, or 2) factoring such amounts into the Company’s measurement of its deferred taxes. GILTI depends not only on the Company's current structure and estimated future income, but also its intent and ability to modify the structure or business. The Company has chosen to treat GILTI as a current-period cost when incurred. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Net Loss Per Share The basic and diluted net loss per common share presented in the consolidated statement of operations and comprehensive loss is calculated by dividing net loss by the weighted-average number of common shares outstanding during the period, without consideration for common stock equivalents. Potentially dilutive shares, which include warrants for the purchase of common stock, restricted stock units, and options outstanding under the Company's equity incentive plans, are considered to be common stock equivalents and are only included in the calculation of diluted net loss per share when their effect is dilutive. Potentially dilutive securities not included in the calculation of diluted net loss per share attributable to common stockholders because to do so would be anti-dilutive are as follows (in common stock equivalent shares): Year Ended December 31 2017 2016 Warrants for common stock 251,891 263,856 Common stock options 1,390,428 1,016,647 Restricted stock units 61,198 — 1,703,517 1,280,503 |
Liquidity and Capital Resources
Liquidity and Capital Resources | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Liquidity and Capital Resources | Liquidity and Capital Resources The Company has experienced operating losses since inception and occasional debt covenant violations and has an accumulated deficit of $177,021 as of December 31, 2017 . To date, the Company has funded its operating losses and acquisitions through equity offerings and the issuance of debt instruments. The Company's ability to fund future operations will depend upon its level of future operating cash flow and its ability to access additional funding through either equity offerings, issuances of debt instruments or both. On July 25, 2017, the Company completed a public offering selling 6,542,453 shares at a price of $5.50 per share, including 853,363 shares sold to the underwriters upon the full exercise of their option to purchase additional shares, before the underwriting discount. The public offering generated net proceeds of approximately $33,584 , after deducting the underwriting discount and related offering expenses. |
Segment and Geographic Informat
Segment and Geographic Information | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Segment and Geographic Information | Segment and Geographic Information Operating segments are defined as components of an enterprise for which separate financial information is available and evaluated regularly by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company globally manages the business within one reportable segment. Segment information is consistent with how management reviews the business, makes investing and resource allocation decisions and assesses operating performance. The Company’s products are principally sold in the U.S. No other countries are individually significant. Product sales by product group and geographic market, based on the location of the customer, for the periods shown were as follows: Year Ended December 31, 2017 Year Ended December 31, 2016 U.S. OUS Total Revenues % Total Revenues U.S. OUS Total Revenues % Total Revenues Endo-bariatric 14,320 21,603 $ 35,923 55.9 % 15,525 16,383 31,908 49.4 % Surgical 17,366 10,227 27,593 42.9 % 21,560 10,706 32,266 49.9 % Other 766 28 794 1.2 % 452 24 476 0.7 % Total revenues $ 32,452 $ 31,858 $ 64,310 100.0 % $ 37,537 $ 27,113 $ 64,650 100.0 % % Total revenues 50.5 % 49.5 % 58.1 % 41.9 % The following table represents property and equipment, net based on the physical geographic location of the asset: 2017 2016 U.S. $ 2,855 $ 2,426 Costa Rica 3,748 4,195 Other 282 268 Total property and equipment, net $ 6,885 $ 6,889 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On February 28, 2018, the Company entered into a Sixth Amendment to the Credit Agreement with its lender, Athyrium Opportunities II Acquisition LP ("Athyrium") which removed the minimum quarterly revenue requirement and increased the maximum debt-to-revenue ratio to 0.54 from 0.49 |
Significant Accounting Polici28
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of ConsolidationThe consolidated financial statements include the accounts of the Company and all of its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated. |
Use of Estimates | Use of EstimatesThe preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results are likely to differ from those estimates, and such differences may be material to the consolidated financial statements. Significant items subject to such estimates and assumptions include revenue recognition, useful lives of intangibles and long-lived assets, stock compensation, deferred tax asset valuation, long-lived asset and goodwill impairment, allowance for doubtful accounts, and valuation of inventory. |
Cash and Cash Equivalents | Cash and Cash EquivalentsThe Company considers all highly liquid investments with a remaining maturity at date of purchase of three months or less to be cash equivalents. |
Restricted Cash | Restricted Cash The Company entered into irrevocable letters of credit with three |
Accounts Receivable | Accounts ReceivableThe Company generally extends credit to certain customers without requiring collateral. The Company provides an allowance for doubtful accounts based on management's evaluation of the collectability of accounts receivable. Accounts receivable are written off when it is determined amounts are uncollectible. |
Inventory | InventoryInventory is stated at the lower of cost or market, net of any allowances. Charges for excess and obsolete inventory are based on specific identification of obsolete inventory items and an analysis of inventory items approaching expiration date. We record estimated excess and obsolescence charges to cost of sales. The Company's inventories are stated using the weighted average cost approach, which approximates actual costs. |
Fair Value Measurements | Fair Value Measurements The carrying amounts of the Company's financial instruments, which primarily include cash and cash equivalents, accounts receivable, accounts payable and accrued expenses, approximate their fair values due to their short maturities. The fair value of the Company's long-term debt is estimated by management to approximate $33,158 at December 31, 2017 and $40,518 at December 31, 2016 . Management's estimates are based on comparisons of the characteristics of the Company's obligations, comparable ranges of interest rates on recently issued debt, and maturity. Such valuation inputs are considered a Level 3 measurement in the fair value valuation hierarchy. The accounting guidance defines fair value, establishes a consistent framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring or nonrecurring basis. Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the accounting guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level 1: Observable inputs such as quoted prices in active markets; Level 2: Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. |
Property and Equipment | Property and EquipmentProperty and equipment are carried at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets, except for leasehold improvements, which are depreciated straight-line over the shorter of the estimated useful life or the life of the lease. Major renewals and betterments are capitalized. Validation costs (including materials and labor) that are required to bring machinery to working condition are capitalized. Expenditures for repairs and maintenance and minor replacements are charged to expense as incurred. |
Business Combinations | Business CombinationsAssets acquired and liabilities assumed as part of a business acquisition are recorded at their estimated fair value at the date of acquisition. The excess of purchase price over the fair value of assets acquired and liabilities assumed is recorded as goodwill. Determining fair value of identifiable assets, particularly intangibles, and liabilities acquired also requires management to make estimates, which are based on all available information and, in some cases, assumptions with respect to the timing and amount of future revenue and expenses associated with an asset. |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets Goodwill is not amortized but is tested annually for impairment or more frequently if impairment indicators exist. For annual and interim goodwill impairment tests, the Company first assesses qualitative factors before performing a quantitative assessment of the fair value of a reporting unit. If it is determined on the basis of qualitative factors that the fair value of the reporting unit is more likely than not less than the carrying amount, a quantitative impairment test is required. The Company's evaluation of goodwill completed on December 31, 2017 and 2016 resulted in no impairment losses. |
Valuation of Long-Lived Assets | Valuation of Long-Lived AssetsLong-lived assets, including definite-lived intangible assets, are monitored and reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of any such asset may not be recoverable. The determination of recoverability is based on an estimate of undiscounted cash flows expected to result from the use of an asset and its eventual disposition. The estimate of undiscounted cash flows is based upon, among other things, certain assumptions about expected future operating performance. The Company's estimates of undiscounted cash flows may differ from actual cash flows. If the sum of the undiscounted cash flows is less than the carrying value of the asset, an impairment charge is recognized, measured as the amount by which the carrying value exceeds the fair value of the asset. |
Revenue Recognition | Revenue Recognition The Company's principal source of revenues is from the sale of its products. Revenue is recognized when evidence of an arrangement exists, fees are fixed or determinable, collection of the fees is reasonably assured, and delivery or customer acceptance of the product has occurred and no other significant obligations remain. Generally, these conditions are met upon product shipment. This includes sales to distributors, who sell the products to their customers, take title to the products and assume all risks of ownership at the time of shipment. Our distributors are obligated to pay within specified terms regardless of when, if ever, they sell the products. Customers and distributors generally have the right to return or exchange products purchased from the Company for up to thirty days from the date of product shipment. At the end of each period, the Company determines the extent to which its revenues need to be reduced to account for expected returns and exchanges and a reserve is recorded against revenue recognized. |
Research and Development | Research and DevelopmentResearch and development costs are expensed as incurred. |
Stock-based Compensation Plans | Stock-based Compensation PlansThe Company recognizes compensation costs for all stock-based awards based upon each award's estimated fair value as determined on the date of grant. The Company utilizes the Black-Scholes option-pricing model to determine the fair value of stock option awards. The Black-Scholes option-pricing model requires management to make various assumptions, including valuing the Company's common stock which was done by an independent valuation firm using a blend of an income approach, market approach and cost approach before the Company became public on December 29, 2016. Compensation cost is recognized on a straight-line basis over the respective vesting period of the award. Adjustments for actual forfeitures are made in the period which they occur. |
Advertising | AdvertisingThe Company expenses advertising costs as incurred. |
Income Taxes | Income Taxes The Company accounts for deferred income taxes using the asset and liability method. Under this method, deferred income taxes arise from temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements, which will result in taxable or deductible amounts in the future. Temporary differences are then measured using the enacted tax rates and laws. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount that is more-likely than-not to be realized. Determining the appropriate amount of valuation allowance requires management to exercise judgment about future operations. |
Medical Device Excise Tax | Medical Device Excise Tax Effective as of January 1, 2013, the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Affordability Reconciliation Act, imposed a medical device excise tax (MDET) of 2.3% on any entity that manufactures or imports certain medical devices offered for sale in the U.S. In December 2015, the medical device tax was suspended for two years and thus no tax was imposed during 2016 or 2017 |
Foreign Currency | Foreign CurrencyThe Company is exposed to foreign currency exchange risk as foreign subsidiaries generally operate and utilize functional currencies in local currencies other than the U.S. Dollar, which is the Company's reporting currency. The Company translates foreign assets and liabilities at exchange rates in effect at the balance sheet dates, and the revenues and expenses using average rates during the year. The resulting foreign currency translation adjustments are recorded as a separate component of accumulated other comprehensive income in the accompanying consolidated balance sheets. The Company does not hedge foreign currency translation risk in the net assets and income it reports from these sources. Exchange rate fluctuations on short-term intercompany loans are included in other expense in the consolidated statement of operations and comprehensive loss. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2014-09, Revenue from Contracts with Customers ("ASC 606"), which requires an entity to recognize revenue when it transfers control of promised goods or services to customers in an amount that reflects the consideration to which it expects to be entitled in exchange for those goods or services which replaces most existing revenue recognition guidance in GAAP. The Company adopted this new standard on January 1, 2018 using the modified retrospective method and applied this method only to contracts that were not completed as of January 1, 2018. Prior periods were not retrospectively adjusted. Management has assessed the Company's revenue recognition practices and concluded that there is no material impact from the new revenue recognition standard. The Company also adopted the provisions of ASU 2015-11, Simplifying the Measurement of Inventory ("ASU 2015-11"), ASU 2016-09, Improvements to Employee Share-Based Payment Accounting ("ASU 2016-09") and ASU 2015-17, Balance Sheet Classification of Deferred Taxes ("ASU 2015-17") as of January 1, 2017 which resulted in no material impact on the Company's consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases ("ASU 2016-02") which requires a lessee to recognize assets and liabilities for leases with a maximum possible term of more than 12 months. A lessee would recognize a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the leased asset (the underlying asset) for the lease term which will require companies to recognize most leases on the balance sheet, thereby increasing reported assets and liabilities. Extensive quantitative and qualitative disclosures, including significant judgments made by management, will be required. ASU 2016-02 requires adoption using a modified retrospective transition with application of the guidance at the beginning of the earliest comparative period presented. ASU 2016-02 will be effective for the Company on January 1, 2019. The Company is evaluating the effect that ASU 2016-02 will have on its consolidated financial statements. In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other: Simplifying the Test for Goodwill Impairment (“ASU 2017-04”) to simplify the accounting for goodwill impairment. The guidance removes step two of the |
Net Loss Per Share | The basic and diluted net loss per common share presented in the consolidated statement of operations and comprehensive loss is calculated by dividing net loss by the weighted-average number of common shares outstanding during the period, without consideration for common stock equivalents. Potentially dilutive shares, which include warrants for the purchase of common stock, restricted stock units, and options outstanding under the Company's equity incentive plans, are considered to be common stock equivalents and are only included in the calculation of diluted net loss per share when their effect is dilutive. |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
Schedule of Pro Forma Information | Pro forma condensed consolidated financial information for 2016 (unaudited): Year Ended December 31, 2016 Pro form combined revenues $ 64,945 Pro forma combined net loss $ (33,269 ) Pro forma combined loss per share $ (3.11 ) |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventory consists of the following as of December 31: 2017 2016 Raw materials $ 4,937 $ 5,031 Work in progress 493 346 Finished goods 10,947 10,520 Less inventory reserve (2,034 ) (3,734 ) Total inventory, net $ 14,343 $ 12,163 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consists of the following as of December 31: Depreciable 2017 2016 Equipment 5 years $ 5,501 $ 4,949 Furniture, fixtures and tooling 4 - 8 years 3,524 3,533 Computer hardware 3 - 5 years 1,223 1,057 Leasehold improvements 3 - 5 years 1,424 1,149 Construction in process 1,871 605 13,543 11,293 Less accumulated depreciation (6,658 ) (4,404 ) Property and equipment, net $ 6,885 $ 6,889 |
Goodwill and Other Intangible32
Goodwill and Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The following table reflects the changes in goodwill for the years ended December 31, 2017 and 2016 : December 31, 2015 $ 184 Goodwill associated with Lpath, Inc. merger 6,644 December 31, 2016 $ 6,828 December 31, 2017 $ 6,828 |
Schedule of Intangible Assets | Other intangible assets consist of the following as of December 31: Useful Life 2017 2016 Customer relationships 9 years $ 30,300 $ 30,300 Lap-Band technology 10 years 15,500 15,500 Orbera technology 12 years 4,600 4,600 Trade names 10 years 7,900 7,900 Patents and trademarks 5 years 4,579 4,178 Other 1 - 4 years 1,957 1,796 64,836 64,274 Less accumulated amortization (28,415 ) (20,959 ) $ 36,421 $ 43,315 |
Schedule of Amortization Expense | Amortization for the next five years is as follows: 2018 $ 7,378 2019 7,022 2020 6,577 2021 6,317 2022 5,864 Thereafter 3,263 Total $ 36,421 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consist of the following as of December 31: 2017 2016 Accrued employee compensation and expenses $ 4,243 $ 3,040 Accrued professional service fees 522 1,521 Accrued returns and rebates 438 366 Accrued insurance and taxes 527 256 Other 1,770 1,447 Total accrued expenses $ 7,500 $ 6,630 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | Long-term debt consists of the following as of December 31: 2017 2016 Senior secured credit facility $ 32,000 $ 39,000 Payment-in-kind interest 2,223 2,046 Discount on long-term debt (534 ) (952 ) Deferred financing costs (368 ) (667 ) Long-term debt $ 33,321 $ 39,427 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Schedule of Warrants | Warrants consist of the following as of December 31, 2017 : Warrant Expiration Date Number of shares Exercise price per share September 25, 2019 47,520 $ 258.72 December 29, 2021 40,456 $ 13.70 February 27, 2022 163,915 $ 21.29 Total number of warrants outstanding 251,891 Weighted average exercise price of warrants outstanding $ 64.86 |
Stock Option Plans (Tables)
Stock Option Plans (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Stock Option Activity | A summary of the stock option activity under the Company's 2017 Plan and Prior Plans (collectively, the "Equity Plans") as of December 31, 2017 is presented below. Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Options outstanding, December 31, 2016 1,016,647 $2.94 7.0 years $9,343 Options granted 828,319 $6.81 Options exercised (59,764 ) $2.10 Options forfeited (394,774 ) $5.49 Options outstanding, December 31, 2017 1,390,428 $4.64 7.0 years $2,432 Options vested and expected to vest 1,390,428 $4.64 7.0 years $2,432 Options exercisable 675,943 $3.03 4.9 years $1,769 |
Schedule of Fair Value of Stock Options | The fair value of stock option grants has been estimated at the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions for the years ended December 31: 2017 2016 Risk free interest rate 1.9% 1.4% Expected dividend yield —% —% Estimated volatility 61.7% 57.0% Expected life 5.4 years 5.5 years |
Schedule of Other Stock Option Information | Additional information regarding options is as follows: 2017 2016 Stock compensation cost $ 761 $ 381 Weighted-average grant date fair value of options granted during the period $ 3.75 $ 1.22 Aggregate intrinsic value of options exercised during the period $ 231 $ 42 |
Commitments (Tables)
Commitments (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Commitments | At December 31, 2017 , minimum rental commitments under non-cancelable operating leases payable over the next five years are as follows: 2018 $ 1,779 2019 1,068 2020 535 2021 391 2022 — Thereafter — Total $ 3,773 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Assets and Liabilities | Significant components of the Company's deferred taxes at December 31 are as follows: 2017 2016 Deferred tax assets: Capitalized transaction costs $ 415 $ 686 Intangible assets 2,418 2,794 Inventory valuation 506 1,371 Research and development credit 3,241 2,796 Foreign timing differences (17 ) 117 Unremitted foreign earnings (438 ) 100 Other 952 1,121 Net operating loss carryforwards 34,887 44,087 41,964 53,072 Deferred tax liabilities: Depreciable assets (47 ) (288 ) (47 ) (288 ) Total net deferred tax assets 41,917 52,784 Less valuation allowance (41,917 ) (52,784 ) Net deferred tax assets (liabilities) $ — $ — |
Schedule of Effective Income Tax Rate | The Company's provision for income taxes differs from the expected tax expense amount computed by applying the statutory federal income tax rate of 34% to income before income taxes as a result of the following: 2017 2016 Tax at U.S. statutory rate of 34% (9,176 ) $ (13,865 ) State taxes, net of deferred benefit (866 ) (1,061 ) Foreign tax rate differential (451 ) 422 Foreign taxes — 91 Permanent differences 726 3,942 Research and development tax credit (444 ) (240 ) Other 1,045 204 Unremitted foreign earnings (757 ) — Valuation allowance - current year 9,332 — Change in valuation allowance (20,199 ) 10,894 Federal tax rate change 21,094 — Income tax expense $ 304 $ 387 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of Antidilutive Securities Excluded from Computation of Diluted Loss Per Share | Potentially dilutive securities not included in the calculation of diluted net loss per share attributable to common stockholders because to do so would be anti-dilutive are as follows (in common stock equivalent shares): Year Ended December 31 2017 2016 Warrants for common stock 251,891 263,856 Common stock options 1,390,428 1,016,647 Restricted stock units 61,198 — 1,703,517 1,280,503 |
Segment and Geographic Inform40
Segment and Geographic Information (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Schedule of Product Sales by Product Group and Geographic Market | Product sales by product group and geographic market, based on the location of the customer, for the periods shown were as follows: Year Ended December 31, 2017 Year Ended December 31, 2016 U.S. OUS Total Revenues % Total Revenues U.S. OUS Total Revenues % Total Revenues Endo-bariatric 14,320 21,603 $ 35,923 55.9 % 15,525 16,383 31,908 49.4 % Surgical 17,366 10,227 27,593 42.9 % 21,560 10,706 32,266 49.9 % Other 766 28 794 1.2 % 452 24 476 0.7 % Total revenues $ 32,452 $ 31,858 $ 64,310 100.0 % $ 37,537 $ 27,113 $ 64,650 100.0 % % Total revenues 50.5 % 49.5 % 58.1 % 41.9 % |
Schedule of Long-Lived Assets by Geographic Area | The following table represents property and equipment, net based on the physical geographic location of the asset: 2017 2016 U.S. $ 2,855 $ 2,426 Costa Rica 3,748 4,195 Other 282 268 Total property and equipment, net $ 6,885 $ 6,889 |
Organization and Business Des41
Organization and Business Description (Details) | Dec. 31, 2016$ / shares | Dec. 31, 2017$ / shares | Dec. 29, 2016$ / shares |
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | |||
Common stock, par value (USD per share) | $ 0.001 | $ 0.001 | $ 0.0001 |
Reverse stock split, conversion ratio | 0.1818 | ||
Lpath Inc [Member] | |||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | |||
Exchange ratio | 0.3163 | ||
Lpath Inc [Member] | |||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | |||
Common stock, par value (USD per share) | $ 0.001 |
Significant Accounting Polici42
Significant Accounting Policies (Narrative) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Restricted Cash | ||
Restricted cash | $ 905,000 | $ 930,000 |
Accounts Receivable | ||
Allowance for doubtful accounts | 452,000 | 479,000 |
Accounts receivable write-offs | 238,000 | 482,000 |
Fair Value Measurements | ||
Long-term debt, fair value | 33,158,000 | 40,518,000 |
Goodwill and Other Intangible Assets | ||
Goodwill impairment loss | 0 | 0 |
Valuation of Long-Lived Assets | ||
Impairment of long-lived assets | 0 | 0 |
Advertising Expense | ||
Advertising costs | $ 3,295,000 | $ 3,484,000 |
Acquisitions (Details)
Acquisitions (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Pro Forma Information | ||
Interest expense | $ 4,508,000 | $ 18,168,000 |
Lpath [Member] | ||
Pro Forma Information | ||
Pro form combined revenues | 64,945,000 | |
Pro forma combined net loss | $ (33,269) | |
Pro forma combined earnings per share (USD per share) | $ (3.11) | |
Lpath [Member] | Acquisition-related Costs [Member] | ||
Pro Forma Information | ||
Transaction costs | $ 5,140,000 | |
Interest expense | $ 13,258,000 |
Concentrations (Details)
Concentrations (Details) $ in Thousands | Dec. 31, 2017USD ($)bank |
Risks and Uncertainties [Abstract] | |
Number of banks | bank | 3 |
Cash and cash equivalents and restricted cash | $ | $ 31,418 |
Inventory (Details)
Inventory (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 4,937 | $ 5,031 |
Work in progress | 493 | 346 |
Finished goods | 10,947 | 10,520 |
Less inventory reserve | (2,034) | (3,734) |
Total inventory, net | 14,343 | 12,163 |
Change in inventory reserve | 692 | $ 3,750 |
Disposal of expired product | 2,392 | |
Consigned inventory | $ 430 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 13,543,000 | $ 11,293,000 |
Less accumulated depreciation | (6,658,000) | (4,404,000) |
Property and equipment, net | 6,885,000 | 6,889,000 |
Depreciation expense | 2,250,000 | 1,862,000 |
Impairment charge | 0 | 0 |
Capitalized interest | 109,000 | |
Disposal of property and equipment | 1,270,000 | |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 5,501,000 | 4,949,000 |
Depreciable lives | 5 years | |
Furniture, Fixtures and Tooling [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 3,524,000 | 3,533,000 |
Furniture, Fixtures and Tooling [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Depreciable lives | 4 years | |
Furniture, Fixtures and Tooling [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Depreciable lives | 8 years | |
Computer Hardware [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 1,223,000 | 1,057,000 |
Computer Hardware [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Depreciable lives | 3 years | |
Computer Hardware [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Depreciable lives | 5 years | |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 1,424,000 | 1,149,000 |
Leasehold Improvements [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Depreciable lives | 3 years | |
Leasehold Improvements [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Depreciable lives | 5 years | |
Construction in Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 1,871,000 | $ 605,000 |
Goodwill and Other Intangible47
Goodwill and Other Intangible Assets (Goodwill) (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Goodwill | |
Beginning balance | $ 184 |
Acquisitions | 6,644 |
Ending balance | $ 6,828 |
Goodwill and Other Intangible48
Goodwill and Other Intangible Assets (Other Intangible Assets) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 64,836 | $ 64,274 |
Less accumulated amortization | (28,415) | (20,959) |
Total | 36,421 | 43,315 |
Amortization of intangible assets | $ 7,467 | 7,230 |
Lap-Band [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful life | 10 years | |
Intangible assets, gross | $ 15,500 | 15,500 |
Orbera [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful life | 12 years | |
Intangible assets, gross | $ 4,600 | 4,600 |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful life | 9 years | |
Intangible assets, gross | $ 30,300 | 30,300 |
Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful life | 10 years | |
Intangible assets, gross | $ 7,900 | 7,900 |
Patents and Trademarks [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful life | 5 years | |
Intangible assets, gross | $ 4,579 | 4,178 |
Cost incurred to extend and renew patents and trademarks | 401 | 1,271 |
Other [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 1,957 | $ 1,796 |
Other [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful life | 1 year | |
Other [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful life | 4 years |
Goodwill and Other Intangible49
Goodwill and Other Intangible Assets (Amortization Expense) (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2,018 | $ 7,378 | |
2,019 | 7,022 | |
2,020 | 6,577 | |
2,021 | 6,317 | |
2,022 | 5,864 | |
Thereafter | 3,263 | |
Total | $ 36,421 | $ 43,315 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Payables and Accruals [Abstract] | ||
Accrued employee compensation and expenses | $ 4,243 | $ 3,040 |
Accrued professional service fees | 522 | 1,521 |
Accrued returns and rebates | 438 | 366 |
Accrued insurance and taxes | 527 | 256 |
Other | 1,770 | 1,447 |
Total accrued expenses | $ 7,500 | $ 6,630 |
Convertible Notes (Details)
Convertible Notes (Details) - Convertible Debt [Member] $ / shares in Units, $ in Thousands | Dec. 29, 2016USD ($)$ / shares | Nov. 30, 2015USD ($) | Dec. 31, 2017shares | Dec. 31, 2016USD ($) | Jul. 29, 2016$ / shares |
Debt Instrument [Line Items] | |||||
Proceeds from the issuance of convertible notes | $ 22,166 | ||||
Interest rate | 6.00% | ||||
Interest accrued | $ 1,326 | ||||
Conversion price (USD per share) | $ / shares | $ 1.6361 | ||||
Beneficial conversion feature | $ 8,678 | $ 3,325 | |||
Amortization of discount | $ 2,073 | ||||
Percentage of outstanding principal | 1.50 | ||||
Shares converted into common stock | shares | 1,269,900 | ||||
Minimum [Member] | |||||
Debt Instrument [Line Items] | |||||
Conversion ratio, conversion due to qualifying event | 115.00% | ||||
Maximum [Member] | |||||
Debt Instrument [Line Items] | |||||
Conversion ratio, conversion due to qualifying event | 150.00% | ||||
Series C Preferred Stock [Member] | |||||
Debt Instrument [Line Items] | |||||
Conversion ratio, voluntary conversion | 115.00% | ||||
Conversion price (USD per share) | $ / shares | $ 1.2223 |
Long-Term Debt (Schedule of Lon
Long-Term Debt (Schedule of Long-term Debt) (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||
Discount on long-term debt | $ (534) | $ (952) |
Deferred financing costs | (368) | (667) |
Long-term debt | 33,321 | 39,427 |
Payment in Kind Interest [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 2,223 | 2,046 |
Line of Credit [Member] | Secured Debt [Member] | Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 32,000 | $ 39,000 |
Long-Term Debt (Narrative) (Det
Long-Term Debt (Narrative) (Details) - USD ($) | Mar. 15, 2016 | Mar. 31, 2017 | Dec. 31, 2015 | Dec. 31, 2017 | Oct. 31, 2017 | Feb. 27, 2015 |
Debt Instrument [Line Items] | ||||||
Expired warrants (shares) | 12,017 | |||||
Exercise price (USD per share) | $ 64.86 | |||||
Common Stock [Member] | Warrant [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Expired warrants (shares) | 163,915 | |||||
Exercise price (USD per share) | $ 21.29 | |||||
Notes Payable [Member] | Consortium Loan [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Repayments of debt | $ 39,500,000 | |||||
Line of Credit [Member] | Secured Debt [Member] | Credit Facility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Maximum borrowing capacity | $ 50,000,000 | |||||
Interest rate | 10.50% | |||||
Cash interest quarterly | 7.00% | |||||
Payment-in-kind interest | 3.50% | |||||
Percent of outstanding due at end of loan | 2.00% | |||||
Unamortized deferred financing costs | $ 113,000 | |||||
Discount on long-term debt | 162,000 | |||||
Line of Credit [Member] | Secured Debt [Member] | Credit Facility Fifth Amendment [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Repayments of debt | $ 7,000,000 |
Stockholders' Equity (Authorize
Stockholders' Equity (Authorized Stock) (Details) - $ / shares | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 29, 2016 | Dec. 28, 2016 | |
Class of Stock [Line Items] | ||||
Preferred and common stock, shares authorized | 115,000,000 | |||
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 | ||
Common stock, par value (USD per share) | $ 0.001 | $ 0.001 | $ 0.0001 | |
Preferred stock, shares authorized | 15,000,000 | 107,574,742 | ||
Preferred stock, par value (USD per share) | $ 0.001 | |||
Annual dividend rate | 8.00% | |||
Series A Convertible Preferred Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Preferred stock, shares authorized | 10,006,345 | |||
Series B Convertible Preferred Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Preferred stock, shares authorized | 45,431,126 | |||
Series C Convertible Preferred Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Preferred stock, shares authorized | 52,137,271 |
Stockholders' Equity (Merger) (
Stockholders' Equity (Merger) (Details) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2017USD ($)shares | Dec. 31, 2016USD ($) | Dec. 29, 2016shares |
Class of Stock [Line Items] | ||||
Reverse stock split, conversion ratio | 0.1818 | |||
Accumulated dividends | $ | $ 42,507 | |||
Preferred stock, shares outstanding | shares | 0 | |||
Shares sold, amount | $ | $ 33,584 | $ 29,000 | ||
Common Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Conversion of convertible securities ratio | 1 | |||
Shares converted into common stock | shares | 7,326,643 | |||
Shares sold | shares | 1,019,441 | |||
Shares sold, amount | $ | $ 29,000 |
Stockholders' Equity (Warrants)
Stockholders' Equity (Warrants) (Details) | 12 Months Ended |
Dec. 31, 2017$ / sharesshares | |
Class of Warrant or Right [Line Items] | |
Total number of warrants outstanding (shares) | 251,891 |
Exercise price (USD per share) | $ / shares | $ 64.86 |
Exercise of stock warrants (in shares) | 0 |
Warrants to purchase (shares) | 12,017 |
September 25, 2019 [Member] | |
Class of Warrant or Right [Line Items] | |
Total number of warrants outstanding (shares) | 47,520 |
Exercise price (USD per share) | $ / shares | $ 258.72 |
December 29, 2021 [Member] | |
Class of Warrant or Right [Line Items] | |
Total number of warrants outstanding (shares) | 40,456 |
Exercise price (USD per share) | $ / shares | $ 13.70 |
February 27, 2022 [Member] | |
Class of Warrant or Right [Line Items] | |
Total number of warrants outstanding (shares) | 163,915 |
Exercise price (USD per share) | $ / shares | $ 21.29 |
Stock Option Plans (Plans) (Det
Stock Option Plans (Plans) (Details) - shares | 5 Months Ended | 12 Months Ended |
May 31, 2016 | Dec. 31, 2017 | |
2006 Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Percentage of fair value | 100.00% | |
Maximum term of options granted | 10 years | |
2006 Plan [Member] | Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period | 5 years | |
Lpath Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Maximum term of options granted | 10 years | |
Lpath Plan [Member] | Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period | 5 years | |
Lpath Plan [Member] | Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period | 0 years | |
Lpath Plan [Member] | Incentive Stock Options [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Percentage of fair value | 100.00% | |
Lpath Plan [Member] | Nonqualified Options [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Percentage of fair value | 85.00% | |
2016 Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Percentage of fair value | 100.00% | |
Maximum term of options granted | 10 years | |
Vesting period | 5 years | |
2017 Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Percentage of fair value | 100.00% | |
Maximum term of options granted | 10 years | |
Vesting period | 5 years | |
Percentage of outstanding stock | 4.00% | |
Common stock reserved for issuance (in shares) | 768,523 |
Stock Option Plans (Stock Optio
Stock Option Plans (Stock Option Activity) (Details) - Equity Plans [Member] - Stock Option [Member] - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Options | ||
Options outstanding, beginning balance (in shares) | 1,016,647 | |
Options granted (in shares) | 828,319 | |
Options exercised (in shares) | (59,764) | |
Options forfeited (in shares) | (394,774) | |
Options outstanding, ending balance (in shares) | 1,390,428 | 1,016,647 |
Options vested and expected to vest (in shares) | 1,390,428 | |
Options exercisable (in shares) | 675,943 | |
Weighted Average Exercise Price | ||
Weighted average exercise price, beginning balance (in USD per share) | $ 2.94 | |
Options granted (in USD per share) | 6.81 | |
Options exercised (in USD per share) | 2.10 | |
Options forfeited (in USD per share) | 5.49 | |
Weighted average exercise price, ending balance (in USD per share) | 4.64 | $ 2.94 |
Options vested and expected to vest (in USD per share) | 4.64 | |
Options exercisable (in USD per share) | $ 3.03 | |
Weighted Average Remaining Contractual Term | ||
Weighted average remaining contractual term | 7 years | 7 years |
Options vested and expected to vest | 7 years | |
Options exercisable | 4 years 10 months 24 days | |
Aggregate Intrinsic Value | ||
Aggregate intrinsic value | $ 2,432 | $ 9,343 |
Options vested and expected to vest | 2,432 | |
Options exercisable | $ 1,769 |
Stock Option Plans (Fair Value
Stock Option Plans (Fair Value of Stock Options) (Details) - Stock Option [Member] | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk free interest rate | 1.90% | 1.40% |
Expected dividend yield | 0.00% | 0.00% |
Estimated volatility | 61.70% | 57.00% |
Expected life | 5 years 4 months 24 days | 5 years 6 months |
Stock Option Plans (Additional
Stock Option Plans (Additional Information) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock based compensation | $ 761,000 | $ 381,000 |
Performance Shares [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options granted (in shares) | 78,170 | |
Stock Option [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock based compensation | $ 761,000 | $ 381,000 |
Weighted-average grant date fair value of options granted during the period (USD per share) | $ 3.75 | $ 1.22 |
Aggregate intrinsic value of options exercised during the period | $ 231,000 | $ 42,000 |
Unrecognized compensation expense related to unvested options | $ 2,125,000 | |
Remaining amortization period, less then | 2 years 10 months 24 days | |
Restricted stock units [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Remaining amortization period, less then | 3 years 1 month 6 days | |
Grants in period (in shares) | 64,512 | |
Fair value (USD per share) | $ 5.65 | |
Shares outstanding (in shares) | 61,198 | |
Intrinsic value | $ 0 | |
Compensation not yet recognized | $ 283,000 |
Commitments (Lease Commitments)
Commitments (Lease Commitments) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Lease expense | $ 1,769 | $ 1,120 |
Minimum Rental Commitments | ||
2,018 | 1,779 | |
2,019 | 1,068 | |
2,020 | 535 | |
2,021 | 391 | |
2,022 | 0 | |
Thereafter | 0 | |
Total | $ 3,773 |
Commitments (Employment Agreeme
Commitments (Employment Agreements) (Details) - Executive Officer [Member] | 12 Months Ended |
Dec. 31, 2017 | |
Other Commitments [Line Items] | |
Period following change in control | 12 months |
Minimum [Member] | |
Other Commitments [Line Items] | |
Period for salary and benefits payment | 3 months |
Maximum [Member] | |
Other Commitments [Line Items] | |
Period for salary and benefits payment | 12 months |
Contingencies (Details)
Contingencies (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Transitional Services [Member] | ||
Related Party Transaction [Line Items] | ||
Accounts payable, related parties | $ 8,505 | $ 8,505 |
Defined Contribution Plan (Deta
Defined Contribution Plan (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Compensation and Retirement Disclosure [Abstract] | ||
Cost of defined contribution plan | $ 645 | $ 553 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Operating Loss Carryforwards [Line Items] | ||
Income tax expense | $ 304,000 | $ 387,000 |
Valuation allowance, increase (decrease) | (10,867,000) | |
Unrecognized tax benefits | 0 | |
Accrued interest | 0 | |
Tax penalties | $ 0 | |
Statutory federal income tax rate | 34.00% | |
Reduction in net U.S. deferred tax asset | $ 21,094,000 | |
Domestic Tax Authority [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | 146,693,000 | |
State and Local Jurisdiction [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | 66,987,000 | |
Foreign Tax Authority [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | $ 4,422,000 |
Income Taxes (Deferred Tax Asse
Income Taxes (Deferred Tax Assets Liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred tax assets: | ||
Capitalized transaction costs | $ 415 | $ 686 |
Intangible assets | 2,418 | 2,794 |
Inventory valuation | 506 | 1,371 |
Research and development credit | 3,241 | 2,796 |
Foreign timing differences | (17) | 117 |
Unremitted foreign earnings | (438) | 100 |
Other | 952 | 1,121 |
Net operating loss carryforwards | 34,887 | 44,087 |
Deferred tax assets, gross | 41,964 | 53,072 |
Deferred tax liabilities: | ||
Depreciable assets | (47) | (288) |
Total deferred tax liabilities | (47) | (288) |
Total net deferred tax assets | 41,917 | 52,784 |
Less valuation allowance | (41,917) | (52,784) |
Net deferred tax assets (liabilities) | $ 0 | $ 0 |
Income Taxes (Effective Income
Income Taxes (Effective Income Tax Rate) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | ||
Statutory federal income tax rate | 34.00% | |
Tax at U.S. statutory rate of 34% | $ (9,176) | $ (13,865) |
State taxes, net of deferred benefit | (866) | (1,061) |
Foreign tax rate differential | (451) | 422 |
Foreign taxes | 0 | 91 |
Permanent differences | 726 | 3,942 |
Research and development tax credit | (444) | (240) |
Other | 1,045 | 204 |
Unremitted foreign earnings | (757) | 0 |
Valuation allowance - current year | 9,332 | 0 |
Change in valuation allowance | (20,199) | 10,894 |
Federal tax rate change | 21,094 | 0 |
Income tax expense | $ 304 | $ 387 |
Net Loss Per Share (Details)
Net Loss Per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of diluted loss per share | 1,703,517 | 1,280,503 |
Warrants for common and preferred stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of diluted loss per share | 251,891 | 263,856 |
Common stock options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of diluted loss per share | 1,390,428 | 1,016,647 |
Restricted stock units [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of diluted loss per share | 61,198 | 0 |
Liquidity and Capital Resourc69
Liquidity and Capital Resources (Details) - USD ($) $ / shares in Units, $ in Thousands | Jul. 25, 2017 | Dec. 31, 2017 | Dec. 31, 2016 |
Debt Disclosure [Abstract] | |||
Accumulated deficit | $ (177,021) | $ (149,729) | |
Subsidiary, Sale of Stock [Line Items] | |||
Net proceeds | $ 33,584 | ||
Public Stock Offering [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of shares issued in transaction (in shares) | 6,542,453 | ||
Sale of stock, price per share (USD per share) | $ 5.50 | ||
Over-Allotment Option [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of shares issued in transaction (in shares) | 853,363 |
Segment and Geographic Inform70
Segment and Geographic Information (Segment Information) (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017USD ($)segment | Dec. 31, 2016USD ($) | |
Revenue, Major Customer [Line Items] | ||
Number of reportable segments | segment | 1 | |
Revenues | $ 64,310 | $ 64,650 |
U.S [Member] | ||
Revenue, Major Customer [Line Items] | ||
Revenues | 32,452 | 37,537 |
Other countries [Member] | ||
Revenue, Major Customer [Line Items] | ||
Revenues | $ 31,858 | $ 27,113 |
Segment Revenue [Member] | Product Risk [Member] | ||
Revenue, Major Customer [Line Items] | ||
Percentage of total revenue | 100.00% | 100.00% |
Segment Revenue [Member] | Product Risk [Member] | U.S [Member] | ||
Revenue, Major Customer [Line Items] | ||
Percentage of total revenue | 50.50% | 58.10% |
Segment Revenue [Member] | Product Risk [Member] | Other countries [Member] | ||
Revenue, Major Customer [Line Items] | ||
Percentage of total revenue | 49.50% | 41.90% |
Endo-Bariatric [Member] | ||
Revenue, Major Customer [Line Items] | ||
Revenues | $ 35,923 | $ 31,908 |
Endo-Bariatric [Member] | U.S [Member] | ||
Revenue, Major Customer [Line Items] | ||
Revenues | 14,320 | 15,525 |
Endo-Bariatric [Member] | Other countries [Member] | ||
Revenue, Major Customer [Line Items] | ||
Revenues | $ 21,603 | $ 16,383 |
Endo-Bariatric [Member] | Segment Revenue [Member] | Product Risk [Member] | ||
Revenue, Major Customer [Line Items] | ||
Percentage of total revenue | 55.90% | 49.40% |
Surgical [Member] | ||
Revenue, Major Customer [Line Items] | ||
Revenues | $ 27,593 | $ 32,266 |
Surgical [Member] | U.S [Member] | ||
Revenue, Major Customer [Line Items] | ||
Revenues | 17,366 | 21,560 |
Surgical [Member] | Other countries [Member] | ||
Revenue, Major Customer [Line Items] | ||
Revenues | $ 10,227 | $ 10,706 |
Surgical [Member] | Segment Revenue [Member] | Product Risk [Member] | ||
Revenue, Major Customer [Line Items] | ||
Percentage of total revenue | 42.90% | 49.90% |
Other [Member] | ||
Revenue, Major Customer [Line Items] | ||
Revenues | $ 794 | $ 476 |
Other [Member] | U.S [Member] | ||
Revenue, Major Customer [Line Items] | ||
Revenues | 766 | 452 |
Other [Member] | Other countries [Member] | ||
Revenue, Major Customer [Line Items] | ||
Revenues | $ 28 | $ 24 |
Other [Member] | Segment Revenue [Member] | Product Risk [Member] | ||
Revenue, Major Customer [Line Items] | ||
Percentage of total revenue | 1.20% | 0.70% |
Segment and Geographic Inform71
Segment and Geographic Information (Long-Lived Assets by Geographic Area) (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total property and equipment, net | $ 6,885 | $ 6,889 |
U.S [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total property and equipment, net | 2,855 | 2,426 |
Costa Rica [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total property and equipment, net | 3,748 | 4,195 |
Other countries [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total property and equipment, net | $ 282 | $ 268 |
Subsequent Events (Details)
Subsequent Events (Details) - Secured Debt [Member] - Credit Facility Sixth Amendment [Member] - Line of Credit [Member] | Feb. 28, 2018 | Dec. 31, 2017 |
Subsequent Event [Line Items] | ||
Minimum debt to revenue ratio | 0.54 | |
Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Minimum debt to revenue ratio | 0.49 |