Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Nov. 02, 2015 | |
Document And Entity Information | ||
Entity Registrant Name | TearLab Corp | |
Entity Central Index Key | 1,299,139 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2015 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 33,760,904 | |
Trading Symbol | TEAR | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,015 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Current assets | ||
Cash | $ 10,594 | $ 16,338 |
Accounts receivable, net | 2,351 | 2,480 |
Inventory | 4,047 | 2,986 |
Prepaid expenses and other current assets | 946 | 890 |
Total current assets | 17,938 | 22,694 |
Fixed assets, net | 5,602 | 4,504 |
Patents and trademarks, net | 59 | 80 |
Intangible assets, net | 2,451 | 3,596 |
Other non-current assets | 183 | 157 |
Total assets | 26,233 | 31,031 |
Current liabilities | ||
Accounts payable | 3,140 | 2,202 |
Accrued liabilities | 4,112 | 3,765 |
Deferred rent | 123 | 174 |
Obligations under warrants | 123 | 256 |
Total current liabilities | 7,498 | $ 6,397 |
Long-term debt | 14,988 | |
Total liabilities | 22,486 | $ 6,397 |
Exchange right | $ 250 | $ 250 |
Stockholders' equity | ||
Preferred Stock, $0.001 par value, authorized 10,000,000, none outstanding | ||
Common stock, $0.001 par value, 65,000,000 authorized, 33,760,904 and 33,641,302 issued and outstanding at September 30, 2015 and December 31, 2014, respectively | $ 34 | $ 34 |
Additional paid-in capital | 487,325 | 483,909 |
Accumulated deficit | (483,862) | (459,559) |
Total stockholders' equity | 3,497 | 24,384 |
Total liabilities and stockholders' equity | $ 26,233 | $ 31,031 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2015 | Dec. 31, 2014 |
Condensed Consolidated Balance Sheets Current Period Unaudited Parenthetical | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, authorized | 10,000,000 | 10,000,000 |
Preferred stock, outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, authorized | 65,000,000 | 65,000,000 |
Common stock, issued | 33,760,904 | 33,641,302 |
Common stock, outstanding | 33,760,904 | 33,641,302 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Income Statement [Abstract] | ||||
Product sales | $ 5,522 | $ 4,245 | $ 14,534 | $ 11,757 |
Reader equipment rentals | 1,090 | 967 | 3,830 | 2,665 |
Total revenue | 6,612 | 5,212 | 18,364 | 14,422 |
Costs and operating expenses | ||||
Cost of goods sold (excluding amortization of intangible assets) | 2,827 | 2,377 | 8,073 | 6,433 |
Cost of goods sold - reader equipment depreciation | 467 | 349 | 1,216 | 958 |
General and administrative | 4,094 | 3,485 | 11,403 | 10,203 |
Clinical, regulatory and research & development | 1,796 | 586 | 4,911 | 1,768 |
Sales and marketing | 4,589 | 4,147 | 14,932 | 11,900 |
Amortization of intangible assets | 382 | 382 | 1,145 | 1,080 |
Total operating expenses | 14,155 | 11,326 | 41,680 | 32,342 |
Loss from operations | (7,543) | (6,114) | (23,316) | (17,920) |
Other income (expense) | ||||
Interest income (expense) | (502) | $ 6 | (1,130) | $ 22 |
Amortization of deferred financing charge | (17) | (48) | ||
Changes in fair value of warrant obligations | 17 | $ 310 | 133 | $ 1,032 |
Other, net | (19) | 13 | 58 | 84 |
Total other income (expense) | (521) | 329 | (987) | 1,138 |
Net loss and comprehensive loss | $ (8,064) | $ (5,785) | $ (24,303) | $ (16,782) |
Weighted average shares outstanding - basic | 33,728,931 | 33,588,734 | 33,676,917 | 33,574,846 |
Net loss per share - basic | $ (0.24) | $ (0.17) | $ (0.72) | $ (0.50) |
Weighted average shares outstanding - diluted | 33,774,324 | 33,711,814 | 33,723,678 | 33,725,555 |
Net loss per share - diluted | $ (0.24) | $ (0.18) | $ (0.72) | $ (0.53) |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
OPERATING ACTIVITIES | ||
Net loss for the period | $ (24,303) | $ (16,782) |
Adjustments to reconcile net loss to cash used in operating activities: | ||
Stock-based compensation | 3,218 | 2,943 |
Depreciation of fixed assets | 1,431 | 1,063 |
Amortization of patents and trademarks | 21 | 21 |
Amortization of intangible assets | 1,145 | 1,080 |
Changes in fair value of warrant obligations | (133) | (1,032) |
(Gain) loss on disposal of fixed assets | (3) | $ 1 |
Amortization of deferred financing charges | 48 | |
Interest accrued | 395 | |
Net change in working capital and non-current asset balances related to operations | 118 | $ (1,139) |
Cash used in operating activities | (18,063) | (13,845) |
INVESTING ACTIVITIES | ||
Additions to fixed assets, net of proceeds | $ (2,423) | (2,145) |
Cash paid for business acquisition | (1,400) | |
Cash used in investing activities | $ (2,423) | $ (3,545) |
FINANCING ACTIVITIES | ||
Term loan | 14,544 | |
Proceeds from the issuance of employee stock purchase plan shares | 99 | |
Proceeds from the exercise of options | $ 99 | $ 175 |
Exchange right | 250 | |
Cost of issuance of shares | (69) | |
Cash provided by financing activities | $ 14,742 | 356 |
Increase (decrease) in cash and cash equivalents during the period | (5,744) | (17,034) |
Cash, beginning of period | 16,338 | 37,778 |
Cash, end of period | $ 10,594 | $ 20,744 |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Basis of Presentation | 1. BASIS OF PRESENTATION Nature of Operations TearLab Corporation (formerly OccuLogix, Inc.) The accompanying condensed consolidated financial statements include the accounts of the Company, all of its wholly owned subsidiaries, and all of OcuHub, LLC, a majority owned subsidiary. Intercompany accounts and transactions have been eliminated on consolidation. Liquidity and Going Concern The accompanying condensed consolidated financial statements have been prepared on the going concern basis, which assumes that the Company will continue to operate as a going concern and which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. However, the Company has sustained substantial losses of $24.3 million for the nine months ended September 30, 2015 and $23.7 million for the year ended December 31, 2014. The Companys working capital surplus at September 30, 2015 is $10.4 million, which represents a $5.9 million decrease from its working capital at December 31, 2014. As a result of the Companys history of losses and financial condition, there is substantial doubt about the ability of the Company to continue as a going concern. The Companys existing cash as of September 30, 2015 plus the receipt of the second tranche on October 6, 2015 from CRG LP and certain of its affiliate funds (CRG) (gross proceeds of $10.0 million) may not be sufficient to cover the Companys operating and other cash demands through the end of the second quarter of 2016, if it does not successfully complete additional fund raising activities including achievement of the third tranche revenue milestone to access an additional $10.0 million of debt financing, or decrease the cash consumed by operating activities. On March 4, 2015, the Company executed a term loan agreement with CRG as lenders providing the Company with access of up to $35.0 million under the loan agreement. The Company entered into an amendment of the term loan agreement with CRG on August 6, 2015. The Company received $15.0 million in gross proceeds under the loan agreement on March 4, 2015, and a second tranche of $10.0 million which was drawn on October 6, 2015. A third tranche of $10.0 million is available to the Company under the loan agreement if the Company achieves at least $38.0 million in twelve-month sales revenue prior to June 30, 2016 and satisfies other borrowing conditions. The Company also has a shelf registration statement available which can be used to raise up to $25.0 million in equity capital, contingent upon market conditions. The Company can make no assurance that it will be able to raise either additional debt financing or additional equity capital. There can be no assurances that there will be adequate financing available to the Company on acceptable terms or at all. A successful transition to attaining profitable operations is dependent upon obtaining sufficient financing to fund the Companys planned expenses and achieving a level of revenue adequate to support the Companys cost structure. If events or circumstances occur that impact the Companys access to funding, it may be required to reduce operating expenses and reduce the planned levels of inventory and fixed assets which could have an adverse impact on its ability to achieve its intended business objectives. The unaudited interim consolidated condensed financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts classified as liabilities that might be necessary should the Company be forced to take any such actions. The accompanying consolidated condensed financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. These consolidated condensed financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty. |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | 2. SIGNIFICANT ACCOUNTING POLICIES The consolidated balance sheet at December 31, 2014 has been derived from the audited consolidated financial statements at that date but does not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. These unaudited interim condensed consolidated financial statements have been prepared using significant accounting policies that are consistent with the policies used in preparing the Companys audited consolidated financial statements for the year ended December 31, 2014. Management believes that all adjustments necessary for the fair presentation of results, consisting of normally recurring items, have been included in the unaudited condensed consolidated financial statements for the interim periods presented. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. The principal areas of judgment relate to revenue and inventory reserves, impairment of long-lived and intangible assets, and the fair value of stock options and warrants. Revenue recognition Revenue is recognized when all four of the following criteria are met: (i) persuasive evidence that an arrangement exists; (ii) delivery of the products has occurred; (iii) the selling price is fixed or determinable; and (iv) collectability is reasonably assured. The Companys timing of revenue recognition is impacted by factors such as passage of title, payments and customer acceptance. Amounts received in excess of revenue recognizable are deferred. The Companys revenue is primarily derived from the sale of disposable test cards. The Company sells its proprietary TearLab® Osmolarity System and related test cards to customers, who are primarily eye care professionals, for use in osmolarity testing procedures. Products are generally shipped from the Companys primary distribution and warehousing operations facility located in San Diego, California. The Companys sales are currently direct to customers in the United States and Canada and to distributors in South America, Europe and Asia. The Company enters into contracts where revenue is derived either from agreements whereby the customer is provided the right to use the TearLab® Osmolarity System (reader equipment) at no separate cost to the customer in consideration for a minimum purchase commitment of disposables over the related contract term (referred to as either Use Agreements, Masters Agreements or Flex Agreements), or from agreements with sales of multiple deliverables, such as the reader equipment and disposable test cards (referred to as Purchase Agreements). The Company recognizes its revenue as being either product sales revenue (primarily for the sale of test cards) or reader equipment rental revenue (for either the explicit or the implicit lease of the reader to the customer). Revenue from the implicit lease of the reader is calculated based on the fair value of the readers, recognized proportionately with respect to the fair value of the test cards. Purchase commitments for Use Agreements and Flex Agreements are expressed in the agreement for a specified period of time (generally one to three years), and the purchase commitment for Masters Agreements is implied for large physician practices with an expectation of purchasing certain levels of test cards. The Company recovers the cost of providing the reader equipment in the amount charged for disposables. These agreements are treated as operating leases as collectability of the minimum lease payments is not reasonably predictable at the outset of the arrangement. Accordingly, revenue is recognized over the defined contract term as disposable test cards are shipped. When reader equipment is placed with a customer at no separate cost, the Company retains title to the equipment and it remains capitalized on the Companys consolidated balance sheet as equipment classified within fixed assets, net. The equipment is depreciated on a straight-line basis once shipped to a customer location over its estimated useful life and depreciation expense is included in Cost of goods sold reader equipment depreciation within the Condensed Consolidated Statements of Operations and Comprehensive Loss. Revenue recognition for Purchase Agreements with multiple deliverables is based on the individual units of accounting determined to exist in the contract. A delivered item is considered a separate unit of accounting when the delivered item has value to the customer on a stand-alone basis. Items are considered to have stand-alone value when they are sold separately by any vendor or when the customer could resell the item on a stand-alone basis. Considering that test cards are essential to the operation of a TearLab reader, there is no alternative vendor for the test cards and no indication that a secondary market for the TearLab readers is established, the deliverables under the contracts entered into during 2014 and the three and nine months ended September 30, 2015 do not meet criteria for separation under the multiple-element arrangements guidance. Consideration is allocated at the inception of the contract to all deliverables based on their relative selling price. The relative selling price for each deliverable is determined using vendor specific objective evidence (VSOE) of selling price or third-party evidence of selling price if VSOE does not exist. If neither VSOE nor third-party evidence exists, the Company uses its best estimate of the selling price for the deliverable. The Company recognizes revenue for each of the elements only when it determines that all applicable recognition criteria have been met. Although the Company typically has a no return policy for its products, the Company has established a reserve for product sales that contain an implicit right of return. The Company reserves for estimated returns or refunds by reducing revenue at the time of shipment based on historical experience. The reserve of $89,000 and $77,000 as of September 30, 2015 and December 31, 2014, respectively, has reduced revenue and is included in accounts receivable. Warrant liabilities The Company issued several rounds of warrants related to various debt and equity transactions which occurred in 2011. The Company accounts for its warrants issued in accordance with the US GAAP accounting guidance under Accounting Standards Codification (ASC) 815 applicable to derivative instruments, which requires every derivative instrument within its scope to be recorded on the balance sheet as either an asset or liability measured at its fair value, with changes in fair value recognized in earnings. Based on this guidance, the Company determined that the Companys warrants do not meet the criteria for classification as equity. Accordingly, the Company classified the warrants as current liabilities. The warrants are subject to re-measurement at each balance sheet date, with any change in fair value recognized as a component of other income (expense), net in the statements of operations and comprehensive loss. The Company estimated the fair value of these warrants at the respective balance sheet dates using the Black-Scholes option-pricing model, based on the market value of the underlying common stock at the valuation measurement date, the remaining contractual term of the warrant, risk-free interest rates and expected dividends on and expected volatility of the price of the underlying common stock. There is a degree of subjectivity involved when using option pricing models to estimate warrant liability and the assumptions used in the Black-Scholes option-pricing model are judgmental. Acquisition On March 14, 2014, the Company acquired the net assets of the OcuHub business unit from AOAExcel, Inc., the for-profit subsidiary of the American Optometric Association (AOA) in an all cash transaction for $1.4 million and a working capital deficit of $201,000. Of the net purchase price, $1,564,000 was allocated to intangible assets, $38,000 to property, plant and equipment, $30,000 to prepaid expense and $230,000 to accrued liabilities. The acquisition was accounted for as a business combination in accordance with the authoritative guidance. The allocation of initial purchase price is based on our valuation of the fair value of tangible and intangible assets acquired and liabilities assumed as of the closing. The fair value assigned to intangible assets has been determined primarily by using a variation of the income approach known as the discounted cash flow method, which estimates the value based on the present value of the after-tax free cash flows attributable to owning the intangible asset. Recent Accounting Pronouncements In May 2014, the Financial Accountings Standards Board (the FASB) issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers, which requires an entity to recognize revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services. The new guidance is effective for annual and interim reporting periods beginning after December 15, 2017 and early adoption is not permitted. Companies may use either a full retrospective or a modified retrospective approach to adopt the new guidance. The Company has not yet completed its assessment of the impact of the new standard, including selection of transition alternatives, on the Companys financial statements. In August 2014, the FASB issued guidance which requires management to assess an entitys ability to continue as a going concern and to provide related disclosures in certain circumstances. Under the new guidance, disclosures are required when conditions give rise to substantial doubt about an entitys ability to continue as a going concern within one year from the financial statement issuance date. The guidance is effective for annual periods ending after December 15, 2016, and all annual and interim periods thereafter. Early application is permitted. The adoption of this guidance will not have any impact on the Companys financial position and results of operations and, at this time, the Company does not expect any impact on its disclosures. In April 2015, the FASB issued authoritative guidance that requires debt issuance costs related to a recognized debt liability to be presented on the balance sheet as a direct deduction from the debt liability rather than as an asset. While adoption of this guidance is required for fiscal years beginning after December 15, 2015, the Company elected to adopt this guidance early, as of March 31, 2015. |
Balance Sheet Details
Balance Sheet Details | 9 Months Ended |
Sep. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Balance Sheet Details | 3. BALANCE SHEET DETAILS A ccounts Receivable (in thousands) September 30, 2015 December 31, 2014 Trade receivables $ 2,752 $ 2,904 Allowance for doubtful accounts (401 ) (424 ) $ 2,351 $ 2,480 Inventory (in thousands) September 30, 2015 December 31, 2014 Finished goods $ 4,077 $ 2,990 Inventory reserves. (30 ) (4 ) $ 4,047 $ 2,986 Inventory is recorded at the lower of cost or market and consists of finished goods. Inventory is accounted for on a first-in, first-out basis. The Company evaluates inventory for estimated excess quantities and obsolescence, based on expected future sales levels and projections of future demand, and establishes inventory reserves for obsolete and excess inventories. In addition, the Company assesses the impact of changing technology and market conditions. The Company has entered into a long-term purchase commitment to buy the test cards from MiniFAB (Note 10). The purchase commitment contains required minimum annual purchases and a total purchase commitment under the manufacturing agreement. As part of its analysis of excess or obsolete inventories, the Company considers future annual minimum purchases, estimated future usage and the expiry dating of the cards to determine if any inventory reserve is needed. Prepaid Expenses (in thousands) September 30, 2015 December 31, 2014 Prepaid trade shows $ 281 $ 177 Prepaid insurance 173 301 Manufacturing deposits 230 182 Subscriptions 58 82 Other fees and services 165 142 Other current assets 39 6 $ 946 $ 890 Fixed Assets (in thousands) September 30, 2015 December 31, 2015 Capitalized TearLab equipment $ 7,970 $ 5,655 Leasehold improvements 64 51 Computer equipment and software 977 819 Furniture and office equipment 312 267 Medical equipment 425 426 $ 9,748 $ 7,218 Less accumulated depreciation (4,146 ) (2,714 ) $ 5,602 $ 4,504 Depreciation expense was $1,431,000 and $1,063,000 during the nine months ended September 30, 2015 and 2014, respectively, and $538,000 and $394,000 during the three months ended September 30, 2015 and 2014, respectively. Patents and trademarks (in thousands) September 30, 2015 December 31, 2015 Patents $ 236 $ 236 Trademarks 32 32 268 268 Accumulated amortization (209 ) (188 ) $ 59 $ 80 Amortization expense of patents and trademarks was $21,000 during each of the nine months ended September 30, 2015 and 2014 and $7,000 during each of the three months ended September 30, 2015 and 2014. Accrued liabilities (in thousands) September 30, 2015 December 31, 2015 Due to professionals $ 544 $ 787 Due to employees and directors 1,675 1,589 Goods received but not yet invoiced 51 17 Sales and use tax liabilities 250 221 Royalty liability 393 330 Readers and tests cards in transit 8 - Other 1,191 821 $ 4,112 $ 3,765 |
Intangible Assets
Intangible Assets | 9 Months Ended |
Sep. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | 4. INTANGIBLE ASSETS The Companys intangible assets consist of the value of TearLab® Technology acquired in the acquisition of TearLab Research and the value of the OcuHub platform technology acquired in the acquisition of the OcuHub business unit from AOAExcel. The TearLab Technology consists of a disposable lab card and card reader, supported by an array of patents and patent applications that are either held or in-licensed by the Company. The TearLab Technology is being amortized using the straight-line method over an estimated useful life of 10 years. The OcuHub platform technology consists of the right to access and commercialize the OcuHub cloud-based technology platform which facilitates an effective and efficient shared care model providing secure connectivity between doctors, patients, institutions and payers. The OcuHub platform technology is being amortized using the straight-line method over an estimated useful life of 5 years. Amortization expense for the three months ended September 30, 2015 and 2014 was $382,000 and $382,000, respectively, and for the nine months ended September 30, 2015 and 2014 was $1,145,000 and $1,080,000, respectively. Intangible assets subject to amortization consist of the following: (in thousands) September 30, 2015 December 31, 2014 Accumulated Accumulated Cost Amortization Cost Amortization TearLab® technology $ 12,172 $ 10,802 $ 12,172 $ 9,892 OcuHub platform technology 1,564 483 1,564 248 $ 13,736 $ 11,285 $ 13,736 $ 10,140 The estimated amortization expense for the intangible assets for the remainder of 2015 and each of the remaining five years is as follows: Amortization of (in thousands) intangible assets Remainder of 2015 $ 382 2016 1,379 2017 313 2018 313 2019 64 $ 2,451 |
Term Loan
Term Loan | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Term Loan | 5. TERM LOAN On March 4, 2015, the Company executed a term loan agreement with CRG as lenders providing the Company with access of up to $35.0 million under the loan agreement. The Company entered into an amendment of the term loan agreement with CRG on August 6, 2015. The Company received $15.0 million in gross proceeds under the loan agreement on March 4, 2015, and an additional $10.0 million on October 6, 2015. A third tranche of $10.0 million is available to the Company if the Company achieves at least $38.0 million in twelve-month sales revenue prior to June 30, 2016 and satisfies other borrowing conditions. The agreement has a term of six years and bears interest at 13% per annum, with quarterly payments of interest only for the first four years. While interest on the loan is accrued at 13% per annum, the Company may elect to make interest-only payments at 8.5% per annum. The unpaid interest of 4.5% is added to the principal of the loan and is subject to additional accrued interest. The accrued interest can be deferred and paid together with the principal in the fifth and sixth years. As part of the amended agreement and funding of the second tranche of $10.0 million subsequent to September 30, 2015, CRG received 350,000 warrants dated as of October 8, 2015 to purchase common shares of the Company at a price of $5.00 per share. The warrants have a five-year life. At September 30, 2015, the principal balance outstanding under the CRG Term Loan was $15.4 million. Financing and legal fees were recorded as a $456,000 direct discount to the long-term debt which is being amortized with the effective interest method. The Company presents the debt issuance costs related to the recognized debt liability on the balance sheet as a direct deduction from the debt liability. The agreement provides for prepayment fees of 5% of the outstanding balance of the loan if the loan is repaid prior to December 31, 2015. The prepayment fee is reduced 1% per year for each subsequent year until maturity. The loan is collateralized by all assets of the Company. Additionally, the terms of the Term Loan Agreement contain various affirmative and negative covenants agreed to by the Company. Among them, the Company must attain minimum certain annual revenue and minimum cash threshold levels. The minimum annual revenue threshold level required by the Term Loan is $25.0 million for calendar year 2015. The minimum cash balance required is $5.0 million, subject to certain conditions. If the Company does not have annual revenue greater or equal to the annual minimum revenue covenant in a calendar year, the Company will have the right within 90 days of the end of the respective calendar year to raise subordinated debt or equity (the CRG Equity Cure) equal to twice the difference between the annual revenue and the revenue covenant, with the total proceeds from this financing to be used to reduce the principal of the CRG Term Loan. In the event the Company does not achieve the minimum revenue threshold and it cannot complete the CRG Equity Cure, it may be in default of the Term Loan. In the event of a default, the Company may be required to repay any outstanding amounts earlier than anticipated, and the lenders may foreclose on their security interest in the Companys assets. Borrowings under the term loan are subject to certain conditions, including the non-occurrence of a material adverse change in the business or operations (financial or otherwise), or a material impairment of the prospect of repayment of obligations. As of September 30, 2015, the Company was in compliance with all of the covenants. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 6. RELATED PARTY TRANSACTIONS On August 20, 2009, the Company entered into a distribution agreement with Science with Vision Inc., pursuant to which Science with Vision obtained exclusive Canadian distribution rights with respect to the Companys products. The Company began selling products through the Canadian distributor in 2010. On September 3, 2013, the Company and Science with Vision Inc. agreed to terminate the distribution agreement including exclusive distribution rights of TearLab products in Canada. In consideration of the termination agreement, the Company agreed to a one-time payment to Science with Vision Inc. of $200,000 Canadian dollars and a royalty on all sales in Canada of products for which Science with Vision Inc. had exclusive distribution rights. Royalties are recorded as cost of goods sold in the income statement in the period in which revenue is recognized for the associated products sold. The Companys chairman of the board of directors and chief executive officer has a material financial interest in Science with Vision. Royalty expense related to the termination agreement with this distributor for the three and nine months ended September 30, 2015 and 2014 was $3,000, $3,000, $9,000 and $8,000, respectively, and the outstanding accrued liability balances at September 30, 2015 and December 31, 2014 was $3,000. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 7. FAIR VALUE MEASUREMENTS The Company measures certain assets and liabilities in accordance with authoritative guidance which requires fair value measurements be classified and disclosed in one of the following three categories: ● Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. ● Level 2: Observable prices that are based on inputs not quoted on active markets, but corroborated by market data. ● Level 3: Unobservable inputs are used when little or no market data is available. Assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurements. The Company reviews the fair value hierarchy classification on a quarterly basis. Changes in the ability to observe valuation inputs may result in a reclassification of levels for certain securities within the fair value hierarchy. The Company did not have any assets or liabilities in Level 1 and Level 2 and no transfers to or from Level 3 of the fair value measurement hierarchy during the nine months ended September 30, 2015. At September 30, 2015, the Company has a liability for warrants to purchase 219,604 shares of common stock at an exercise price of $1.86 per share valued at $122,000 (Note 7). The warrant liability is classified as a Level 3 fair value measurement. The following table provides a reconciliation for the warrant liability measured at fair value using significant unobservable inputs (Level 3) for the nine months ended September 30, 2015 (in thousands): Fair Value Measurements Using Significant Unobservable Inputs (Level 3) Balance of warrant liability at January 1, 2015 $ 256 Warrant exercises - Change in fair value of warrant liability included in other (income) / expense (133 ) Balance of warrant liability at September 30, 2015 $ 123 |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2015 | |
Equity [Abstract] | |
Stockholders' Equity | 8. STOCKHOLDERS EQUITY (a) Authorized share capital The total number of authorized shares of common stock of the Company is 65.0 million. Each share of common stock has a par value of $0.001 per share. The total number of authorized shares of preferred stock of the Company is 10.0 million. Each share of preferred stock has a par value of $0.001 per share. (b) Common stock The Company has funded operations over the years through the issuance of equity in public and private offerings including on July 30, 2013, the Company closed an underwritten public offering of 3.0 million shares of its common stock at a price to the public of $13.50 per share. The Company received gross proceeds of $40.4 million, with associated costs of $3.1 million. (c) Stock Option Plan The Company has a stock incentive plan, the 2002 Stock Incentive Plan, as amended (the Stock Incentive Plan). Under the Stock Incentive Plan, up to 7.2 million options are available for grant to employees, directors and consultants. Options granted under the Stock Incentive Plan may be either incentive stock options or non-statutory stock options. Under the terms of the Stock Incentive Plan, the exercise price per share for an incentive stock option shall not be less than the fair market value of a share of stock on the effective date of grant and the exercise price per share for non-statutory stock options shall not be less than 85% of the fair market value of a share of stock on the date of grant. No option granted to a holder of more than 10% of the Companys common stock shall have an exercise price per share less than 110% of the fair market value of a share of stock on the effective date of grant. Options granted are typically service-based options. Generally, options expire 10 years after the date of grant. No incentive stock options granted to a 10% owner optionee shall be exercisable after the expiration of five years after the effective date of grant of such option, no option has been granted to a prospective employee, prospective consultant or prospective director prior to the date on which such person commences service. The Company recognizes stock-based compensation based on fair value as compensation expense over the requisite service period. The amount of expense recognized during the period is affected by subjective assumptions, including: estimates of the Companys future volatility, the expected term for its stock options, option exercise behavior, the number of options expected to ultimately vest, and the timing of vesting for the Companys share-based awards. The following table sets forth the total stock-based compensation expense resulting from stock options included in the Companys condensed consolidated statements of operations and comprehensive loss: Three months ended Nine months ended September 30, September 30, (in thousands) 2015 2014 2015 2014 General and administrative $ 476 $ 568 $ 1,587 $ 1,914 Clinical, regulatory and research and development 99 41 320 119 Sales and marketing 412 434 1,311 910 Stock-based compensation expense before income taxes $ 987 $ 1,043 $ 3,218 $ 2,943 (d) Employee Stock Purchase Plan In July 2014, the Companys Board of Directors adopted the 2014 Employee Stock Purchase Plan (the ESPP), which was approved by the Companys stockholders in June 2014 at the Companys Annual Meeting of Stockholders. A total of 671,500 shares of the Companys common stock are reserved for issuance under the plan, which permits eligible employees to purchase common stock at a discount through payroll deductions. The price at which stock is purchased under the ESPP is equal to 90% of the fair market value of the common stock on the first or the last day of the offering period, whichever is lower. Generally, each offering under the ESPP will be for a period of six months as determined by the Companys Board of Directors. Employees may invest up to 20% of their gross compensation through payroll deductions. In no event may an employee invest more than $25,000 worth of stock in the plan during each calendar year or more than 5,000 shares per offering period. During the nine months ended September 30, 2015, the Company received employee contributions totaling $99,000 and issued 54,211 shares of common stock. As the ESPP is a compensatory plan as defined by the authoritative guidance for stock compensation, stock-based compensation expense of $27,000 and $66,000 was recognized for the three months and nine months ended September 30, 2015, respectively. The fair value of each purchase option under the ESPP is estimated at the beginning of each six-month offering period using the Black-Scholes model with the following weighted-average assumptions. Volatility 73.8 % Expected life 0.5 years Risk-free interest rate 0.13 % Dividend yield 0 % (e) Warrants On June 13, 2011, the Company issued shares of its common stock as well as warrants (Financing Warrants) to purchase 109,375 shares of its common stock in consideration of conversion and retirement of the Companys outstanding July and August 2009 debt obligations. The exercise price of the Financing Warrants is $1.60 per common share representing the price per share equal to the closing bid price per share of the Companys common stock on the NASDAQ stock market on July 15, 2009. There were 74,063 of these warrants outstanding at September 30, 2015 and December 31, 2014. On June 30, 2011, the Company closed a private placement financing in which 3,846,154 shares of common stock and warrants (2011 Warrants) to purchase 3,846,154 shares of common stock for gross proceeds of approximately $7.0 million were issued. The investors purchased the shares and warrants for $1.82 per unit (each unit consisting of one share and one warrant to purchase shares of common stock). The exercise price of the warrants is $1.86 per share. The warrants are exercisable at any time from the date of issuance until June 30, 2016. The Company estimated the fair value of the warrants at the date of issuance using the Black Scholes option model with a 101% volatility, 5.0 years expected life and a risk-free interest rate of 1.76%. The fair value of $5.5 million was classified as a current liability as the Company determined that these warrants do not meet the criteria for classification as equity. The Company initially allocated the total proceeds received, pursuant to the Securities Purchase Agreement, to the shares of common stock and warrants issued based on their relative fair values. This resulted in an allocation of $3.0 million of proceeds to warrant liability. The Company re-measures the fair value of the warrants at the end of each reporting period, resulting in an adjustment to the warrant obligations, with any gain or loss recorded in earnings of the applicable reporting period. The estimated fair value of the 2011 Warrants at September 30, 2015 was determined using the Black-Scholes option-pricing model with the following assumptions: Volatility 72.6 % Expected life of Warrants 0.75 years Risk-free interest rate 0.21 % Dividend yield 0 % The fair value of the 2011 warrants is highly sensitive to the changes in the Companys stock price and stock price volatility. During the three and nine months ended September 30, 2014 certain holders of the 2011 Warrants exercised 0 and 304,945 warrants, respectively. The Company did not receive proceeds from the cashless exercises during the nine month period ended September 30, 2014. The Company records the outstanding warrants at fair value at the time of exercise, before moving the fair value into additional paid-in capital, resulting in an adjustment to the warrant obligations, with any gain or loss recorded in earnings of the applicable reporting period. The Company, therefore, estimated the fair value of the exercised 2011 Warrants in the first quarter of 2014 at their respective exercise dates to be $2,616,000, an increase in value of $263,000 from the previous value at December 31, 2013. This increase was recorded as an expense in other income (expense) in the condensed consolidated statement of operations and comprehensive loss for the nine months ended September 30, 2014. The Company recorded the outstanding warrants at fair value at the end of each reporting period, resulting in an adjustment to the warrant obligations, with any gain or loss recorded in earnings of the applicable reporting period. The Company estimated the fair value of the remaining warrants as of September 30, 2015 to be $122,000, a decrease of $17,000 and $133,000 from the previous values at June 30, 2015 and December 31, 2014, respectively. These amounts were recorded as income to other income (expense) in the condensed consolidated statements of operations and comprehensive loss for the three and nine months ended September 30, 2015. No warrants have been exercised to date in 2015. The following table provides activity for the warrants outstanding through September 30, 2015 (in thousands, except weighted average exercise prices): Number of Weighted average warrants exercise outstanding price Outstanding, December 31, 2013 599 $ 1.83 Exercised (305 ) 1.86 Expired - - Outstanding, September 30, 2014 294 1.79 Exercised - - Expired - - Outstanding, September 30, 2015 294 $ 1.79 (f) Exchange Right In August 2014, the Company sold membership units in OcuHub LLC, a Delaware limited liability company and at the time prior to such sale of membership units, a wholly owned subsidiary of TearLab Corporation. The membership units sold generated cash proceeds of $250,000 in exchange for an aggregate of approximately a 2% ownership interest of OcuHub LLC. In connection with the sale of the membership units, the new members received an exchange right allowing the units to be exchanged upon written notice and during a specified exchange window for shares in TearLab Corporation common stock. The first available exchange window follows the one year anniversary date of the purchase of membership units. The variable number of shares of common stock provided upon exchange is equal to the initial capital contribution amount received for the membership units sold divided by the closing sales price of TearLab Corporation common stock during the respective exchange window (124,378 shares at September 30, 2015). Due to the exchange right option available to the membership unit holders, the entire loss from continuing operations related to OcuHub LLC of $1,020,000 and $2,804,000 for the three months and nine months ended September 30, 2015, respectively, has been attributed to TearLab Corporation within the consolidated condensed financial statements. |
Net Loss Per Share
Net Loss Per Share | 9 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | 9. NET LOSS PER SHARE Basic income (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares and vested restricted stock units outstanding. Diluted income (loss) per share is computed by dividing net income (loss), less any dilutive amounts recorded during the period for the change in fair value of warrant liabilities, by the weighted average number of common shares outstanding and the weighted average number of dilutive common stock equivalents, from stock options and warrants. Common stock equivalents are only included in the diluted earnings per share calculation when their effect is dilutive. Diluted loss per share for the three and nine months ended September 30, 2015 includes the dilutive impact of the gain recorded from the Companys June 30, 2011 warrants increasing the loss in the numerator by $17,000 and $133,000 for the three and nine month periods ending September 30, 2015 and includes the additional common stock equivalents related to the warrants of 45,392 and 46,761 in the denominator for the respective periods. Diluted loss per share for the three and nine months ended September 30, 2014 includes the dilutive impact of the gain recorded from the Companys June 30, 2011 warrants increasing the loss in the numerator by $310,000 and $1,032,000 for the three and nine month periods ending September 30, 2014 and includes the additional common stock equivalents related to the warrants of 123,080 and 150,709 in the denominator for the respective periods. The following securities were not included in the calculation of diluted earnings per share because their effects were anti-dilutive (in thousands) Three Months Ended Nine Months Ended September 30, September 30, 2015 2014 2015 2014 Stock options 6,471 6,228 6,471 6,228 Warrants 74 74 74 74 ESPP shares 35 20 35 20 Exchange rights 124 74 124 74 Total 6,704 6,396 6,704 6,396 |
Cash Flows (Condensed Consolida
Cash Flows (Condensed Consolidated Statement) | 9 Months Ended |
Sep. 30, 2015 | |
Supplemental Cash Flow Elements [Abstract] | |
Condensed Consolidated Statements of Cash Flows | 10. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS The net change in working capital and non-current asset balances related to operations consists of the following (in thousands) Nine months ended September 30, (in thousands) 2015 2014 Accounts receivable, net $ 129 $ 460 Inventory (1,062 ) (2,656 ) Prepaid expenses and other assets (22 ) (51 ) Other non-current assets (33 ) (13 ) Accounts payable 938 893 Accrued liabilities 244 151 Deferred rent/revenue (76 ) 77 $ 118 $ (1,139 ) The following table lists those items that have been excluded from the condensed consolidated statements of cash flows as they relate to non-cash transactions and additional cash flow information: Nine months ended September 30, (in thousands) 2015 2014 Reclass of warrant liabilities to Stockholders Equity upon exercise of warrants - $ 2,616 Additions to fixed assets included in accounts payable and accrued liabilities $ (103 ) $ 195 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 11. COMMITMENTS AND CONTINGENCIES On August 1, 2011, the Company, through its subsidiary, TearLab Research, Inc., entered into a manufacturing and development agreement, or the Manufacturing Agreement, with MiniFAB (Aust) Pty Ltd, or MiniFAB. Pursuant to the terms of the Manufacturing Agreement, MiniFAB will manufacture and supply test cards for the Company. The Manufacturing Agreement specifies minimum order quantities that will require the Company to purchase approximately $7.2 million (AUD$10.3 million) in test cards from MiniFAB through the end of 2015 of which $5.4 million (AUD $7.7 million) has been committed to thru purchases and orders as of September 30, 2015. The Company is also subject to annual minimum order commitments under the Manufacturing Agreement. The Manufacturing Agreement has a ten-year initial term and may be terminated by either party if the other party is in breach or becomes insolvent. If terminated for any reason other than default by MiniFAB, the Company will be obligated to pay a termination fee based on the cost of products manufactured by MiniFAB, but not yet invoiced, repayment of capital invested by MiniFAB, less depreciation calculated in accordance with Australian accounting standards, and the expected profit to MiniFAB had the remaining minimum order quantities been purchased by the Company. The Company has evaluated its 2015 outstanding purchase commitment with MiniFab to determine the potential amount of liability the Company may be obligated to pay if it doesnt meet its annual order commitment. Having reviewed the submitted orders for test cards to MiniFAB for the nine months ended September 30, 2015, if the Company does not: 1) order the sufficient additional test cards to meet the 2015 minimum order commitment under the agreement or 2) seek to modify the existing minimum order quantity with MiniFab, the Company will be subject to liquidated damages estimated at $1.9 million (AUD $2.7 million). However, MiniFAB has agreed that the minimum purchases do not have to be necessarily met in calendar 2015. The Company is currently in discussions with MiniFAB to negotiate a new agreement. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | 12. SUBSEQUENT EVENTS On October 6, 2015, the Company drew down the second tranche borrowing of $10.0 million under the term loan agreement with CRG. As consideration, CRG received 350,000 warrants to purchase common shares of the Company at a price of $5.00 per share. The warrants have a five-year life. On November 5, 2015, the Company announced that its President and Chief Operating Officer, Seph Jensen, will succeed Elias Vamvakas as Chief Executive Officer effective January 1, 2016. At that time, Mr. Vamvakas will become Executive Chairman of the Company, continuing to be active with the business by providing counsel and support to Mr. Jensen, particularly in the areas of corporate strategy and finance, and leading the Companys Board of Directors. |
Significant Accounting Polici18
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. The principal areas of judgment relate to revenue and inventory reserves, impairment of long-lived and intangible assets, and the fair value of stock options and warrants. |
Revenue Recognition | Revenue recognition Revenue is recognized when all four of the following criteria are met: (i) persuasive evidence that an arrangement exists; (ii) delivery of the products has occurred; (iii) the selling price is fixed or determinable; and (iv) collectability is reasonably assured. The Companys timing of revenue recognition is impacted by factors such as passage of title, payments and customer acceptance. Amounts received in excess of revenue recognizable are deferred. The Companys revenue is primarily derived from the sale of disposable test cards. The Company sells its proprietary TearLab® Osmolarity System and related test cards to customers, who are primarily eye care professionals, for use in osmolarity testing procedures. Products are generally shipped from the Companys primary distribution and warehousing operations facility located in San Diego, California. The Companys sales are currently direct to customers in the United States and Canada and to distributors in South America, Europe and Asia. The Company enters into contracts where revenue is derived either from agreements whereby the customer is provided the right to use the TearLab® Osmolarity System (reader equipment) at no separate cost to the customer in consideration for a minimum purchase commitment of disposables over the related contract term (referred to as either Use Agreements, Masters Agreements or Flex Agreements), or from agreements with sales of multiple deliverables, such as the reader equipment and disposable test cards (referred to as Purchase Agreements). The Company recognizes its revenue as being either product sales revenue (primarily for the sale of test cards) or reader equipment rental revenue (for either the explicit or the implicit lease of the reader to the customer). Revenue from the implicit lease of the reader is calculated based on the fair value of the readers, recognized proportionately with respect to the fair value of the test cards. Purchase commitments for Use Agreements and Flex Agreements are expressed in the agreement for a specified period of time (generally one to three years), and the purchase commitment for Masters Agreements is implied for large physician practices with an expectation of purchasing certain levels of test cards. The Company recovers the cost of providing the reader equipment in the amount charged for disposables. These agreements are treated as operating leases as collectability of the minimum lease payments is not reasonably predictable at the outset of the arrangement. Accordingly, revenue is recognized over the defined contract term as disposable test cards are shipped. When reader equipment is placed with a customer at no separate cost, the Company retains title to the equipment and it remains capitalized on the Companys consolidated balance sheet as equipment classified within fixed assets, net. The equipment is depreciated on a straight-line basis once shipped to a customer location over its estimated useful life and depreciation expense is included in Cost of goods sold reader equipment depreciation within the Condensed Consolidated Statements of Operations and Comprehensive Loss. Revenue recognition for Purchase Agreements with multiple deliverables is based on the individual units of accounting determined to exist in the contract. A delivered item is considered a separate unit of accounting when the delivered item has value to the customer on a stand-alone basis. Items are considered to have stand-alone value when they are sold separately by any vendor or when the customer could resell the item on a stand-alone basis. Considering that test cards are essential to the operation of a TearLab reader, there is no alternative vendor for the test cards and no indication that a secondary market for the TearLab readers is established, the deliverables under the contracts entered into during 2014 and the three and nine months ended September 30, 2015 do not meet criteria for separation under the multiple-element arrangements guidance. Consideration is allocated at the inception of the contract to all deliverables based on their relative selling price. The relative selling price for each deliverable is determined using vendor specific objective evidence (VSOE) of selling price or third-party evidence of selling price if VSOE does not exist. If neither VSOE nor third-party evidence exists, the Company uses its best estimate of the selling price for the deliverable. The Company recognizes revenue for each of the elements only when it determines that all applicable recognition criteria have been met. Although the Company typically has a no return policy for its products, the Company has established a reserve for product sales that contain an implicit right of return. The Company reserves for estimated returns or refunds by reducing revenue at the time of shipment based on historical experience. The reserve of $89,000 and $77,000 as of September 30, 2015 and December 31, 2014, respectively, has reduced revenue and is included in accounts receivable. |
Warrant Liabilities | Warrant liabilities The Company issued several rounds of warrants related to various debt and equity transactions which occurred in 2011. The Company accounts for its warrants issued in accordance with the US GAAP accounting guidance under Accounting Standards Codification (ASC) 815 applicable to derivative instruments, which requires every derivative instrument within its scope to be recorded on the balance sheet as either an asset or liability measured at its fair value, with changes in fair value recognized in earnings. Based on this guidance, the Company determined that the Companys warrants do not meet the criteria for classification as equity. Accordingly, the Company classified the warrants as current liabilities. The warrants are subject to re-measurement at each balance sheet date, with any change in fair value recognized as a component of other income (expense), net in the statements of operations and comprehensive loss. The Company estimated the fair value of these warrants at the respective balance sheet dates using the Black-Scholes option-pricing model, based on the market value of the underlying common stock at the valuation measurement date, the remaining contractual term of the warrant, risk-free interest rates and expected dividends on and expected volatility of the price of the underlying common stock. There is a degree of subjectivity involved when using option pricing models to estimate warrant liability and the assumptions used in the Black-Scholes option-pricing model are judgmental. |
Acquisition | Acquisition On March 14, 2014, the Company acquired the net assets of the OcuHub business unit from AOAExcel, Inc., the for-profit subsidiary of the American Optometric Association (AOA) in an all cash transaction for $1.4 million and a working capital deficit of $201,000. Of the net purchase price, $1,564,000 was allocated to intangible assets, $38,000 to property, plant and equipment, $30,000 to prepaid expense and $230,000 to accrued liabilities. The acquisition was accounted for as a business combination in accordance with the authoritative guidance. The allocation of initial purchase price is based on our valuation of the fair value of tangible and intangible assets acquired and liabilities assumed as of the closing. The fair value assigned to intangible assets has been determined primarily by using a variation of the income approach known as the discounted cash flow method, which estimates the value based on the present value of the after-tax free cash flows attributable to owning the intangible asset. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the Financial Accountings Standards Board (the FASB) issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers, which requires an entity to recognize revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services. The new guidance is effective for annual and interim reporting periods beginning after December 15, 2017 and early adoption is not permitted. Companies may use either a full retrospective or a modified retrospective approach to adopt the new guidance. The Company has not yet completed its assessment of the impact of the new standard, including selection of transition alternatives, on the Companys financial statements. In August 2014, the FASB issued guidance which requires management to assess an entitys ability to continue as a going concern and to provide related disclosures in certain circumstances. Under the new guidance, disclosures are required when conditions give rise to substantial doubt about an entitys ability to continue as a going concern within one year from the financial statement issuance date. The guidance is effective for annual periods ending after December 15, 2016, and all annual and interim periods thereafter. Early application is permitted. The adoption of this guidance will not have any impact on the Companys financial position and results of operations and, at this time, the Company does not expect any impact on its disclosures. In April 2015, the FASB issued authoritative guidance that requires debt issuance costs related to a recognized debt liability to be presented on the balance sheet as a direct deduction from the debt liability rather than as an asset. While adoption of this guidance is required for fiscal years beginning after December 15, 2015, the Company elected to adopt this guidance early, as of March 31, 2015. |
Balance Sheet Details (Tables)
Balance Sheet Details (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Accounts Receivable | A ccounts Receivable (in thousands) September 30, 2015 December 31, 2014 Trade receivables $ 2,752 $ 2,904 Allowance for doubtful accounts (401 ) (424 ) $ 2,351 $ 2,480 |
Schedule of Inventory | Inventory (in thousands) September 30, 2015 December 31, 2014 Finished goods $ 4,077 $ 2,990 Inventory reserves. (30 ) (4 ) $ 4,047 $ 2,986 |
Summary of Prepaid Expenses and Other Current Assets | Prepaid Expenses (in thousands) September 30, 2015 December 31, 2014 Prepaid trade shows $ 281 $ 177 Prepaid insurance 173 301 Manufacturing deposits 230 182 Subscriptions 58 82 Other fees and services 165 142 Other current assets 39 6 $ 946 $ 890 |
Schedule of Fixed Assets | Fixed Assets (in thousands) September 30, 2015 December 31, 2015 Capitalized TearLab equipment $ 7,970 $ 5,655 Leasehold improvements 64 51 Computer equipment and software 977 819 Furniture and office equipment 312 267 Medical equipment 425 426 $ 9,748 $ 7,218 Less accumulated depreciation (4,146 ) (2,714 ) $ 5,602 $ 4,504 |
Schedule of Patents and Trademarks | Patents and trademarks (in thousands) September 30, 2015 December 31, 2015 Patents $ 236 $ 236 Trademarks 32 32 268 268 Accumulated amortization (209 ) (188 ) $ 59 $ 80 |
Schedule of Accrued Liabilities | Accrued liabilities (in thousands) September 30, 2015 December 31, 2015 Due to professionals $ 544 $ 787 Due to employees and directors 1,675 1,589 Goods received but not yet invoiced 51 17 Sales and use tax liabilities 250 221 Royalty liability 393 330 Readers and tests cards in transit 8 - Other 1,191 821 $ 4,112 $ 3,765 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Amortization of Intangible Assets | Intangible assets subject to amortization consist of the following: (in thousands) September 30, 2015 December 31, 2014 Accumulated Accumulated Cost Amortization Cost Amortization TearLab® technology $ 12,172 $ 10,802 $ 12,172 $ 9,892 OcuHub platform technology 1,564 483 1,564 248 $ 13,736 $ 11,285 $ 13,736 $ 10,140 |
Schedule of Estimated Amortization Expense of Intangible Assets | The estimated amortization expense for the intangible assets for the remainder of 2015 and each of the remaining five years is as follows: Amortization of (in thousands) intangible assets Remainder of 2015 $ 382 2016 1,379 2017 313 2018 313 2019 64 $ 2,451 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Liabilities Measured on Recurring Basis Unobservable Input Reconciliation | The following table provides a reconciliation for the warrant liability measured at fair value using significant unobservable inputs (Level 3) for the nine months ended September 30, 2015 (in thousands): Fair Value Measurements Using Significant Unobservable Inputs (Level 3) Balance of warrant liability at January 1, 2015 $ 256 Warrant exercises - Change in fair value of warrant liability included in other (income) / expense (133 ) Balance of warrant liability at September 30, 2015 $ 123 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Schedule of Stock-Based Compensation Expense | The following table sets forth the total stock-based compensation expense resulting from stock options included in the Companys condensed consolidated statements of operations and comprehensive loss: Three months ended Nine months ended September 30, September 30, (in thousands) 2015 2014 2015 2014 General and administrative $ 476 $ 568 $ 1,587 $ 1,914 Clinical, regulatory and research and development 99 41 320 119 Sales and marketing 412 434 1,311 910 Stock-based compensation expense before income taxes $ 987 $ 1,043 $ 3,218 $ 2,943 |
Warrants [Member] | |
Schedule of Black-Scholes Option-Pricing Model | The estimated fair value of the 2011 Warrants at September 30, 2015 was determined using the Black-Scholes option-pricing model with the following assumptions: Volatility 72.6 % Expected life of Warrants 0.75 years Risk-free interest rate 0.21 % Dividend yield 0 % |
Schedule of Warrants Outstanding Activity | The following table provides activity for the warrants outstanding through September 30, 2015 (in thousands, except weighted average exercise prices): Number of Weighted average warrants exercise outstanding price Outstanding, December 31, 2013 599 $ 1.83 Exercised (305 ) 1.86 Expired - - Outstanding, September 30, 2014 294 1.79 Exercised - - Expired - - Outstanding, September 30, 2015 294 $ 1.79 |
Employee Stock Purchase Plan [Member] | |
Schedule of Black-Scholes Option-Pricing Model | The fair value of each purchase option under the ESPP is estimated at the beginning of each six-month offering period using the Black-Scholes model with the following weighted-average assumptions. Volatility 73.8 % Expected life 0.5 years Risk-free interest rate 0.13 % Dividend yield 0 % |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings per Share | The following securities were not included in the calculation of diluted earnings per share because their effects were anti-dilutive (in thousands) Three Months Ended Nine Months Ended September 30, September 30, 2015 2014 2015 2014 Stock options 6,471 6,228 6,471 6,228 Warrants 74 74 74 74 ESPP shares 35 20 35 20 Exchange rights 124 74 124 74 Total 6,704 6,396 6,704 6,396 |
Condensed Consolidated Statem24
Condensed Consolidated Statements of Cash Flows (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Supplemental Cash Flow Elements [Abstract] | |
Summary of Cash Flow Operating Capital | The net change in working capital and non-current asset balances related to operations consists of the following (in thousands) Nine months ended September 30, (in thousands) 2015 2014 Accounts receivable, net $ 129 $ 460 Inventory (1,062 ) (2,656 ) Prepaid expenses and other assets (22 ) (51 ) Other non-current assets (33 ) (13 ) Accounts payable 938 893 Accrued liabilities 244 151 Deferred rent/revenue (76 ) 77 $ 118 $ (1,139 ) |
Schedule of Other Significant Noncash Transactions | The following table lists those items that have been excluded from the condensed consolidated statements of cash flows as they relate to non-cash transactions and additional cash flow information: Nine months ended September 30, (in thousands) 2015 2014 Reclass of warrant liabilities to Stockholders Equity upon exercise of warrants - $ 2,616 Additions to fixed assets included in accounts payable and accrued liabilities $ (103 ) $ 195 |
Basis of Presentation (Details
Basis of Presentation (Details Narrative) - USD ($) $ in Thousands | Mar. 04, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 |
Net income loss | $ 8,064 | $ 5,785 | $ 24,303 | $ 16,782 | $ 23,700 | |
Working capital surplus | $ 10,400 | 10,400 | $ 5,900 | |||
Term Loan [Member] | ||||||
Equity capital maximum amount | $ 25,000 | |||||
CRG LP [Member] | Term Loan [Member] | ||||||
Proceeds from issuance of long-term debt | 15,000 | |||||
Term loan agreement maximum borrowing capacity | 35,000 | |||||
Second Tranche [Member] | CRG LP [Member] | Second Quarter of 2016 [Member] | ||||||
Proceeds from issuance of long-term debt | 10,000 | |||||
Second Tranche [Member] | CRG LP [Member] | October 6, 2015 [Member] | Term Loan [Member] | ||||||
Proceeds from issuance of long-term debt | 10,000 | |||||
Third Tranche [Member] | CRG LP [Member] | Term Loan [Member] | ||||||
Proceeds from issuance of long-term debt | 10,000 | |||||
Term loan agreement maximum borrowing capacity | $ 38,000 | |||||
Third Tranche [Member] | CRG LP [Member] | Second Quarter of 2016 [Member] | ||||||
Proceeds from issuance of long-term debt | $ 10,000 |
Significant Accounting Polici26
Significant Accounting Policies (Details Narrative) - USD ($) $ in Thousands | Mar. 14, 2014 | Sep. 30, 2015 | Dec. 31, 2014 |
Reserve for sales return | $ 89 | $ 77 | |
OcuHub Business Unit [Member] | |||
Business combination cash transaction | $ 1,400 | ||
Acquired working capital deficit | (201) | ||
Business combination purchase price of intangible assets | 1,564 | ||
Business combination property, plant and equipment | 38 | ||
Business combination prepaid expense | 30 | ||
Business combination accrued liabilities | $ 230 | ||
Minimum [Member] | |||
Customer purchase commitment term | 1 year | ||
Maximum [Member] | |||
Customer purchase commitment term | 3 years |
Balance Sheet Details (Details
Balance Sheet Details (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Depreciation of fixed assets | $ 538 | $ 394 | $ 1,431 | $ 1,063 |
Amortization of patents and trademarks | $ 7 | $ 7 | $ 21 | $ 21 |
Balance Sheet Details - Schedul
Balance Sheet Details - Schedule of Accounts Receivable (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Trade receivables | $ 2,752 | $ 2,904 |
Allowance for doubtful accounts | (401) | (424) |
Accounts receivable net | $ 2,351 | $ 2,480 |
Balance Sheet Details - Sched29
Balance Sheet Details - Schedule of Inventory (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Finished goods | $ 4,077 | $ 2,990 |
Inventory reserves | (30) | (4) |
Inventory net | $ 4,047 | $ 2,986 |
Balance Sheet Details - Summary
Balance Sheet Details - Summary of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Prepaid trade shows | $ 281 | $ 177 |
Prepaid insurance | 173 | 301 |
Manufacturing deposits | 230 | 182 |
Subscriptions | 58 | 82 |
Other fees and services | 165 | 142 |
Other current assets | 39 | 6 |
Prepaid expense and other current assets | $ 946 | $ 890 |
Balance Sheet Details - Sched31
Balance Sheet Details - Schedule of Fixed Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Property plant and equipment gross | $ 9,748 | $ 7,218 |
Less accumulated depreciation | (4,146) | (2,714) |
Property plant and equipment net | 5,602 | 4,504 |
Capitalized TearLab Equipment [Member] | ||
Property plant and equipment gross | 7,970 | 5,655 |
Leasehold Improvements [Member] | ||
Property plant and equipment gross | 64 | 51 |
Computer Equipment and Software [Member] | ||
Property plant and equipment gross | 977 | 819 |
Furniture and Office Equipment [Member] | ||
Property plant and equipment gross | 312 | 267 |
Medical Equipment [Member] | ||
Property plant and equipment gross | $ 425 | $ 426 |
Balance Sheet Details - Sched32
Balance Sheet Details - Schedule of Patents and Trademarks (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Finite-lived intangible assets gross | $ 268 | $ 268 |
Accumulated amortization | (209) | (188) |
Finite-lived intangible assets net | 59 | 80 |
Patents [Member] | ||
Finite-lived intangible assets gross | 236 | 236 |
Trademarks [Member] | ||
Finite-lived intangible assets gross | $ 32 | $ 32 |
Balance Sheet Details - Sched33
Balance Sheet Details - Schedule of Accrued Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Due to professionals | $ 544 | $ 787 |
Due to employees and directors | 1,675 | 1,589 |
Goods received but not yet invoiced. | 51 | 17 |
Sales and use tax liabilities | 250 | 221 |
Royalty liability | 393 | $ 330 |
Readers and tests cards in transit | 8 | |
Other | 1,191 | $ 821 |
Accrued liabilities current | $ 4,112 | $ 3,765 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Amortization of intangible assets | $ 382 | $ 382 | $ 1,145 | $ 1,080 |
TearLab Technology [Member] | ||||
Intangible asset, estimated useful life | 10 years | |||
OcuHub Platform Technology [Member] | ||||
Intangible asset, estimated useful life | 5 years |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Amortization of Intangible Assets (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2015 | Dec. 31, 2014 | |
Cost | $ 13,736 | $ 13,736 |
Accumulated Amortization | 11,285 | 10,140 |
TearLab Technology [Member] | ||
Cost | 12,172 | 12,172 |
Accumulated Amortization | 10,802 | 9,892 |
OcuHub Platform Technology [Member] | ||
Cost | 1,564 | 1,564 |
Accumulated Amortization | $ 483 | $ 248 |
Intangible Assets - Schedule 36
Intangible Assets - Schedule of Estimated Amortization Expense for Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Remainder of 2015 | $ 382 | |
2,016 | 1,379 | |
2,017 | 313 | |
2,018 | 313 | |
2,019 | 64 | |
Finite-lived intangible assets net | $ 2,451 | $ 3,596 |
Term Loan (Details Narrative)
Term Loan (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Mar. 04, 2015 | Sep. 30, 2015 | Dec. 31, 2014 |
Long-term debt | $ 14,988 | ||
Warrants to purchase common shares | 219,604 | ||
Warrants exercise price | $ 1.86 | ||
Term Loan [Member] | CRG LP [Member] | |||
Long-term debt | $ 35,000 | $ 15,400 | |
Proceeds from issuance of long-term debt | 15,000 | ||
Term loan agreement maximum borrowing capacity | $ 35,000 | ||
Debt instrument term | 6 years | ||
Debt instrument interest rate percentage | 13.00% | ||
Financing and legal fees to long-term debt | $ 456 | ||
Percentage of prepayment fee | 5.00% | ||
Percentage of reduction in annual prepayment fee | 1.00% | ||
Term loan minimum cash balance | $ 5,000 | ||
Term Loan [Member] | CRG LP [Member] | Third Tranche [Member] | |||
Proceeds from issuance of long-term debt | $ 10,000 | ||
Term loan agreement maximum borrowing capacity | 38,000 | ||
Term Loan [Member] | CRG LP [Member] | October 6, 2015 [Member] | Second Tranche [Member] | |||
Proceeds from issuance of long-term debt | 10,000 | ||
Term Loan [Member] | CRG LP [Member] | Subsequent to September 30, 2015 [Member] | Second Tranche [Member] | |||
Proceeds from issuance of long-term debt | $ 10,000 | ||
Term Loan [Member] | CRG LP [Member] | October 8, 2015 [Member] | |||
Warrants to purchase common shares | 350,000 | ||
Warrants exercise price | $ 5 | ||
Warrants term | 5 years | ||
Term Loan [Member] | CRG LP [Member] | Calendar Year 2015 [Member] | |||
Term loan minimum annual revenue threshold | $ 25,000 | ||
Term Loan [Member] | CRG LP [Member] | Interest-Only Payment [Member] | |||
Debt instrument interest rate percentage | 8.50% | ||
Term Loan [Member] | CRG LP [Member] | Unpaid Interest With Principal [Member] | |||
Debt instrument interest rate percentage | 4.50% |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - Vision Inc [Member] CAD in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2015CAD | Sep. 30, 2014USD ($) | Dec. 31, 2014USD ($) | |
Expense related to the termination agreement | $ 3 | $ 3 | $ 9 | $ 8 | ||
Outstanding accrued liability | $ 3 | $ 3 | $ 3 | |||
Canadian Dollar [Member] | ||||||
One time payments to related party | CAD | CAD 200 |
Fair Value Measurements (Detail
Fair Value Measurements (Details Narrative) $ / shares in Units, $ in Thousands | Sep. 30, 2015USD ($)$ / sharesshares |
Fair Value Disclosures [Abstract] | |
Warrants liability number of common shares purchase | shares | 219,604 |
Exercise price of common stock | $ / shares | $ 1.86 |
Warrants and rights outstanding value | $ 122 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value Liabilities Measured on Recurring Basis Unobservable Input Reconciliation (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Fair Value Disclosures [Abstract] | |
Balance of warrant liability at January 1, 2015 | $ 256 |
Warrant exercises | |
Change in fair value of warrant liability included in other (income) / expense | $ (133) |
Balance of warrant liability at September 30, 2015 | $ 123 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Aug. 31, 2014 | Jul. 30, 2013 | Jun. 30, 2011 | Sep. 30, 2015 | Sep. 30, 2014 | Mar. 31, 2014 | Jun. 30, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Jun. 13, 2011 | |
Common stock shares authorized | 65,000,000 | 65,000,000 | 65,000,000 | |||||||||
Common stock par value | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||
Preferred stock shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | |||||||||
Preferred stock par value | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||
Stock issued during period number of shares | 3,000,000 | |||||||||||
Share price per share | $ 13.50 | |||||||||||
Proceeds from issuance of common stock | $ 40,400 | |||||||||||
Payments of stock issuance costs | $ 3,100 | $ 69 | ||||||||||
Allocated share-based compensation expense | $ 987 | $ 1,043 | $ 3,218 | 2,943 | ||||||||
Class of warrant or right number of securities called by warrants or rights | 219,604 | 219,604 | ||||||||||
Class of warrant or right exercise price of warrants or rights | $ 1.86 | $ 1.86 | ||||||||||
Proceeds from issuance or sale of equity | $ 7,000 | |||||||||||
Price per unit issued consisting of one share and one warrant | $ 1.82 | |||||||||||
Number of common share in each unit issued | 1 | |||||||||||
Number of warrant in each unit issued | 1 | |||||||||||
Warrants and rights outstanding | $ 122 | $ 122 | ||||||||||
OcuHub Business Unit [Member] | ||||||||||||
Proceeds from sale of membership units | $ 250 | |||||||||||
Membership unit percentage | 2.00% | |||||||||||
Exchange right term | 1 year | |||||||||||
Common stock exchange | 124,378 | |||||||||||
Income (loss) from continuing operations including portion attributable to noncontrolling interest | $ 1,020 | $ 2,804 | ||||||||||
Private Placement [Member] | ||||||||||||
Stock issued during period number of shares | 3,846,154 | |||||||||||
Financing Warrants [Member] | ||||||||||||
Class of warrant or right number of securities called by warrants or rights | 109,375 | |||||||||||
Class of warrant or right exercise price of warrants or rights | $ 1.60 | |||||||||||
Warrants outstanding | 74,063 | 74,063 | 74,063 | |||||||||
2011 Warrants [Member] | ||||||||||||
Class of warrant or right number of securities called by warrants or rights | 3,846,154 | |||||||||||
Class of warrant or right exercise price of warrants or rights | $ 1.86 | |||||||||||
Fair value assumptions expected volatility rate | 101.00% | |||||||||||
Fair value assumptions expected term | 5 years | |||||||||||
Fair value assumptions risk free interest rate | 1.76% | |||||||||||
Warrants and rights outstanding | $ 5,500 | $ 122 | $ 122 | |||||||||
Proceeds from issuance of warrants | $ 3,000 | |||||||||||
Proceeds from warrant exercises | $ 0 | $ 2,616 | $ 304,945 | |||||||||
Increase (decrease) in derivative liabilities | $ 17 | $ 133 | $ 263 | |||||||||
Stock Incentive Plan [Member] | ||||||||||||
Share-based compensation expiration period | 10 years | |||||||||||
Percentage of ownership exercisable options expire | 10.00% | 10.00% | ||||||||||
Share-based compensation award vesting period | 5 years | |||||||||||
Stock Incentive Plan [Member] | Minimum [Member] | ||||||||||||
Share-based compensation common stock purchase price percentage | 110.00% | |||||||||||
Stock Incentive Plan [Member] | Maximum [Member] | ||||||||||||
Share-based compensation common stock purchase price percentage | 10.00% | |||||||||||
Stock Incentive Plan [Member] | Non-Statutory Stock Options [Member] | Minimum [Member] | ||||||||||||
Share-based compensation common stock purchase price percentage | 85.00% | |||||||||||
Stock Incentive Plan [Member] | Employees, Directors and Consultants [Member] | ||||||||||||
Share-based compensation number of shares available for grant | 7,200,000 | 7,200,000 | ||||||||||
Employee Stock Purchase Plan 2014 [Member] | ||||||||||||
Share-based compensation common stock purchase price percentage | 90.00% | |||||||||||
Common stock capital shares reserved for future issuance | 671,500 | 671,500 | ||||||||||
Employee stock purchase plan offering period | 6 months | |||||||||||
Share-based compensation employee stock purchase plan contribution percentage | 20.00% | |||||||||||
Share-based compensation employee stock purchase plan contribution maximum amount | $ 25 | |||||||||||
Share-based compensation employee stock purchase plan contribution maximum number of shares | 5,000 | |||||||||||
Stock issued during period value of employee stock purchase plan | $ 99 | |||||||||||
Stock issued during period number of shares of employee stock purchase plans | 54,211 | |||||||||||
Allocated share-based compensation expense | $ 27 | $ 66 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Stock-based compensation expense before income taxes | $ 987 | $ 1,043 | $ 3,218 | $ 2,943 |
General and Administrative [Member] | ||||
Stock-based compensation expense before income taxes | 476 | 568 | 1,587 | 1,914 |
Clinical, Regulatory and Research and Development [Member] | ||||
Stock-based compensation expense before income taxes | 99 | 41 | 320 | 119 |
Sales and Marketing [Member] | ||||
Stock-based compensation expense before income taxes | $ 412 | $ 434 | $ 1,311 | $ 910 |
Stockholders' Equity - Schedu43
Stockholders' Equity - Schedule of Black-Scholes Option-Pricing Model (Details) | 9 Months Ended |
Sep. 30, 2015 | |
Warrants [Member] | |
Volatility | 72.60% |
Expected life (in years) | 9 months |
Risk-free interest rate | 0.21% |
Dividend yield | 0.00% |
Employee Stock Purchase Plan [Member] | |
Volatility | 73.80% |
Expected life (in years) | 6 months |
Risk-free interest rate | 0.13% |
Dividend yield | 0.00% |
Stockholders' Equity - Schedu44
Stockholders' Equity - Schedule of Warrants Outstanding Activity (Details) - Warrants [Member] - $ / shares | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Number of Warrants Outstanding, beginning balance | 294,000 | 599,000 |
Number of Warrants Outstanding, Exercised | (305,000) | |
Number of Warrants Outstanding, Expired | ||
Number of Warrants Outstanding, ending balance | 294,000 | 294,000 |
Weighted average exercise price, beginning balance | $ 1.79 | $ 1.83 |
Weighted average exercise price, Exercised | $ 1.86 | |
Weighted average exercise price, Expired | ||
Weighted average exercise price, ending balance | $ 1.79 | $ 1.79 |
Net Loss Per Share (Details Nar
Net Loss Per Share (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Earnings Per Share [Abstract] | ||||
Changes in fair value of warrant obligations | $ 17 | $ 310 | $ 133 | $ 1,032 |
Weighted average number diluted shares outstanding adjustment | 45,392 | 123,080 | 46,761 | 150,709 |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of Antidilutive Securities Excluded from Computation of Earnings per Share (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Antidilutive securities number of shares | 6,704,000 | 6,396,000 | 6,704,000 | 6,396,000 |
Stock Options [Member] | ||||
Antidilutive securities number of shares | 6,471,000 | 6,228,000 | 6,471,000 | 6,228,000 |
Warrant [Member] | ||||
Antidilutive securities number of shares | 74,000 | 74,000 | 74,000 | 74,000 |
ESPP Shares [Member] | ||||
Antidilutive securities number of shares | 35,000 | 20,000 | 35,000 | 20,000 |
Exchange Rights [Member] | ||||
Antidilutive securities number of shares | 124,000 | 74,000 | 124,000 | 74,000 |
Condensed Consolidated Statem47
Condensed Consolidated Statements of Cash Flows - Summary of Cash Flow Operating Capital (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Supplemental Cash Flow Elements [Abstract] | ||
Accounts receivable, net | $ 129 | $ 460 |
Inventory | (1,062) | (2,656) |
Prepaid expenses and other assets | (22) | (51) |
Other non-current assets | (33) | (13) |
Accounts payable | 938 | 893 |
Accrued liabilities | 244 | 151 |
Deferred rent/revenue | (76) | 77 |
Change in operating capital | $ 118 | $ (1,139) |
Condensed Consolidated Statem48
Condensed Consolidated Statements of Cash Flows - Schedule of Other Significant Noncash Transactions (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Supplemental Cash Flow Elements [Abstract] | ||
Reclass of warrant liabilities to stockholders equity upon exercise of warrants | $ 2,616 | |
Additions to fixed assets included in accounts payable and accrued liabilities | $ (103) | $ 195 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - 9 months ended Sep. 30, 2015 - MiniFAB [Member] AUD in Thousands, $ in Thousands | USD ($) | AUD |
Purchase commitment remaining minimum amount committed | $ | $ 5,400 | |
Long-term purchase commitment, period | 10 years | |
Estimated liquidated damages amount | $ | $ 1,900 | |
AUD [Member] | ||
Purchase commitment remaining minimum amount committed | AUD 7,700 | |
Estimated liquidated damages amount | 2,700 | |
End Of 2015 [Member] | ||
Purchase commitment remaining minimum amount committed | $ | $ 7,200 | |
End Of 2015 [Member] | AUD [Member] | ||
Purchase commitment remaining minimum amount committed | AUD 10,300 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Oct. 06, 2015 | Mar. 04, 2015 | Sep. 30, 2015 |
Warrants to purchase common shares | 219,604 | ||
Warrants exercise price | $ 1.86 | ||
CRG LP [Member] | Term Loan [Member] | |||
Proceeds from issuance of long-term debt | $ 15,000 | ||
Subsequent Event [Member] | CRG LP [Member] | Term Loan [Member] | |||
Warrants to purchase common shares | 350,000 | ||
Warrants exercise price | $ 5 | ||
Warrants term | 5 years | ||
Subsequent Event [Member] | CRG LP [Member] | Term Loan [Member] | Second Tranche [Member] | |||
Proceeds from issuance of long-term debt | $ 10,000 |