Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2016 | Jul. 28, 2016 | |
Document And Entity Information | ||
Entity Registrant Name | TearLab Corp | |
Entity Central Index Key | 1,299,139 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2016 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 52,898,656 | |
Trading Symbol | TEAR | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2,016 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Current assets | ||
Cash | $ 20,110 | $ 13,838 |
Accounts receivable, net | 2,257 | 3,021 |
Inventory | 3,307 | 3,972 |
Prepaid expenses and other current assets | 1,104 | 790 |
Total current assets | 26,778 | 21,621 |
Fixed assets, net | 4,957 | 5,352 |
Intangible assets, net | 556 | 1,197 |
Other non-current assets | 247 | 181 |
Total assets | 32,538 | 28,351 |
Current liabilities | ||
Accounts payable | 2,278 | 2,292 |
Accrued liabilities | 3,003 | 5,047 |
Deferred Rent | 97 | 114 |
Obligations under warrants | 29 | |
Total current liabilities | 5,378 | 7,482 |
Long-term debt | 25,524 | 24,859 |
Total liabilities | 30,902 | 32,341 |
Exchange right | 250 | |
Commitments and contingencies (Note 8) | ||
Stockholders' equity (deficit) | ||
Capital stock | ||
Preferred Stock, $0.001 par value, 10,000,000 authorized, 3,292 and 0 issued and outstanding at June 30, 2016 and December 31, 2015, respectively | 2,275 | |
Common stock, $0.001 par value, 95,000,000 and 65,000,000 authorized, 52,825,347 and 33,760,904 issued and outstanding at June 30, 2016 and December 31, 2015, respectively | 53 | 34 |
Additional paid-in capital | 503,694 | 488,514 |
Accumulated deficit | (504,386) | (492,788) |
Total stockholders’ equity (deficit) | 1,636 | (4,240) |
Total liabilities and stockholders’ equity (deficit) | $ 32,538 | $ 28,351 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, authorized | 10,000,000 | 10,000,000 |
Preferred stock, outstanding | 3,292 | 0 |
Preferred stock, issued | 3,292 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, authorized | 95,000,000 | 65,000,000 |
Common stock, issued | 52,825,347 | 33,760,904 |
Common stock, outstanding | 52,825,347 | 33,760,904 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Revenue | ||||
Product sales | $ 5,428 | $ 4,920 | $ 10,930 | $ 9,011 |
Reader equipment rentals | 1,475 | 1,425 | 2,740 | 2,741 |
Total revenue | 6,903 | 6,345 | 13,670 | 11,752 |
Cost of goods sold | ||||
Cost of goods sold (excluding amortization of intangible assets) | 2,465 | 2,812 | 5,005 | 5,246 |
Cost of goods sold - reader equipment depreciation | 555 | 404 | 1,109 | 749 |
Gross profit | 3,883 | 3,129 | 7,556 | 5,757 |
Operating expenses | ||||
Sales and marketing | 3,364 | 5,065 | 8,000 | 10,343 |
Clinical, regulatory and research & development | 661 | 1,711 | 1,799 | 3,115 |
General and administrative | 2,960 | 3,673 | 6,891 | 7,309 |
Amortization of intangible assets | 382 | 304 | 608 | 764 |
Total operating expenses | 7,289 | 10,831 | 17,298 | 21,531 |
Loss from operations | (3,406) | (7,702) | (9,742) | (15,774) |
Other income (expense) | ||||
Interest income (expense) | (1,046) | (504) | (1,929) | (659) |
Changes in fair value of warrant obligations | 2 | 4 | 29 | 116 |
Other, net | 106 | 130 | 44 | 77 |
Total other income (expense) | (938) | (370) | (1,856) | (466) |
Net loss and comprehensive loss | $ (4,344) | $ (8,072) | $ (11,598) | $ (16,240) |
Weighted average shares outstanding - basic | 44,849,247 | 33,658,153 | 39,337,458 | 33,650,479 |
Net loss per share - basic | $ (0.10) | $ (0.24) | $ (0.29) | $ (0.48) |
Weighted average shares outstanding - diluted | 44,849,247 | 33,703,584 | 39,337,458 | 33,697,938 |
Net loss per share - diluted | $ (0.10) | $ (0.24) | $ (0.29) | $ (0.49) |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
OPERATING ACTIVITIES | ||
Net loss for the period | $ (11,598) | $ (16,240) |
Adjustments to reconcile net loss to cash used in operating activities: | ||
Stock-based compensation | 1,524 | 2,231 |
Depreciation of fixed assets | 1,236 | 892 |
Amortization of intangible assets | 608 | 764 |
Gain on disposal of subsidiary | (75) | |
Changes in fair value of warrant obligations | (29) | (116) |
Deferred interest on long-term debt | 688 | 221 |
Amortization of debt discount | 136 | 31 |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | 763 | 249 |
Inventory | 665 | (768) |
Prepaid expenses and other assets | (335) | 48 |
Other non-current assets | (71) | (26) |
Accounts payable | (309) | |
Accrued liabilities | (2,049) | (684) |
Deferred rent/revenue | (9) | (42) |
Cash used in operating activities | (8,350) | (13,735) |
INVESTING ACTIVITIES | ||
Additions to fixed assets, net of proceeds | (844) | (1,392) |
Cash used in investing activities | (844) | (1,392) |
FINANCING ACTIVITIES | ||
Proceeds from the issuance of equity instruments | 15,457 | |
Proceeds from the issuance of term loan | 14,554 | |
Proceeds from the issuance of employee stock purchase plan shares | 84 | 98 |
Proceeds from the exercise of options | 38 | |
Cash provided by financing activities | 15,541 | 14,680 |
Increase (decrease) in cash and cash equivalents during the period | 6,272 | (447) |
Cash, beginning of period | 13,838 | 16,338 |
Cash, end of period | $ 20,110 | $ 15,891 |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
Jun. 30, 2016 | |
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 and all of its wholly owned subsidiaries. On April 8, 2016, OcuHub Holdings, Inc., a wholly-owned subsidiary of the Company, completed the sale of 10,167.5 units of OcuHub LLC (OcuHub), reducing OcuHub Holdings, Inc.s ownership in OcuHub to 10.5% on a fully-diluted basis. Prior to the sale, the accounts of OcuHub were included in the condensed consolidated financial statements. In the three and six months ended June 30, 2016, the Company recorded a gain on the sale of OcuHub of $75, included in Other income (expense) on the Condensed Consolidated Statement of Operations and Comprehensive Loss. 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 $11,598 for the six months ended June 30, 2016 and $33,229 for the year ended December 31, 2015. The Company has implemented plans to mitigate conditions that raise doubt about the Companys ability to continue as a going concern. In February 2016, the Company underwent a strategic restructuring, including a staff reduction of 54 positions, designed to improve the Companys overall cost structure. In April 2016, the Company finalized the divestment of OcuHub. In May 2016, the Company issued a combination of common stock, preferred stock, and warrants to purchase common stock for net proceeds of $15,457. The Companys working capital surplus at June 30, 2016, was $21,400 which represents a $7,261 increase from its working capital at December 31, 2015. Management believes the combination of restructuring the Companys cost structure, the cash provided by the increase in ownership equity and anticipated cash flows provided by the sale of products, will be sufficient to fund the Companys cash requirements for at least the next twelve months. The accompanying condensed consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. |
Significant Accounting Policies
Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2016 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | 2. SIGNIFICANT ACCOUNTING POLICIES The consolidated balance sheet at December 31, 2015 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 (U.S. GAAP) 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, 2015. The audited financial statements for the year ended December 31, 2015, filed with the SEC with our annual report on Form 10-K on March 9, 2016 include a summary of our significant accounting policies and should be read in conjunction with this Form 10-Q. 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, allowance for doubtful accounts, 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 Company sells its proprietary TearLab® Osmolarity System and related test cards to external customers, who are primarily eye care professionals, for use in osmolarity testing procedures. Revenue is primarily derived from the sale of disposable test cards. Products are generally shipped from a distribution and warehousing facility in California. The Companys sales are currently direct to customers in the United States and to distributors in the rest of the world. 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 disposable test cards over the related contract term (referred to as either Use Agreements, Masters Agreements or Flex Agreements), or from agreements with separate sales of the reader equipment and disposable test cards (Purchase Agreements). Purchase commitments for Use Agreements and Flex Agreements are expressed in the agreement for a specified period of time (generally one to three years). 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 disposable test cards. 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. Revenue under such agreements is allocated between the lease of the reader equipment and the sale of the disposables based upon each components relative fair value. 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 within the 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 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, as determined by the selling price of similar individual items on a stand-alone basis. 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 revenues at the time of shipment based on historical experience. The reserve of $14 and $67 as of June 30, 2016 and December 31, 2015, respectively, has reduced revenue and is included in accounts receivable. Recent accounting pronouncements In March 2016, the Financial Accountings Standards Board (the FASB) issued Accounting Standards Update No. 2016-09, Improvement to Employee Share-Based Payment Accounting (ASU 2016-09), which involves several aspects of accounting for share-based payment transactions, including income tax consequences, classification of awards as liabilities or equity, and classifications on the statement of cash flows. ASU 2016-09 is effective for fiscal and interim periods beginning after December 15, 2016. The Company is currently evaluating the impact the adoption of the new standard will have on its financial statements. In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases (ASU 2016-02). ASU 2016-02 establishes a right-of-use model that requires a lessee to record an asset and liability on the balance sheet for all leases with terms longer than twelve months. ASU 2016-02 is effective for fiscal years and interim periods beginning after December 15, 2018. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The Company is currently evaluating the impact of the new standard on its financial statements. In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (ASU 2014-09), which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. Early application is not permitted. On April 1, 2015, the FASB voted to propose a deferral of the effective date of the standard by one year which would result in the new standard being effective for the Company at the beginning of its first quarter of fiscal year 2018. The Company has not yet completed its assessment of the impact of the new standard, including possible transition alternatives, on the Companys financial statements. |
Balance Sheet Details
Balance Sheet Details | 6 Months Ended |
Jun. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Balance Sheet Details | 3. BALANCE SHEET DETAILS Accounts receivable June 30, 2016 December 31, 2015 Trade receivables $ 2,729 $ 3,610 Allowance for doubtful accounts (472 ) (589 ) $ 2,257 $ 3,021 Inventory 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. June 30, 2016 December 31, 2015 Finished goods $ 3,340 $ 4,002 Inventory reserves (33 ) (30 ) $ 3,307 $ 3,972 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 (Aust) Pty Ltd (MiniFAB). The purchase commitment contains required minimum purchases based on periodic forecasts submitted to MiniFab, but the purchase commitment can fluctuate up or down depending on the Companys forecast of future demand. As part of its analysis of excess or obsolete inventories, the Company considers future minimum purchases, estimated future usage and the expiry dating of the cards to determine if any inventory reserve is needed. Prepaid expenses and other current assets June 30, 2016 December 31, 2015 Prepaid trade shows $ 216 $ 246 Prepaid insurance 207 87 Manufacturing deposits 304 154 Subscriptions 146 128 Other fees and services 202 146 Other current assets 29 29 $ 1,104 $ 790 Fixed assets June 30, 2016 December 31, 2015 Capitalized TearLab equipment $ 9,053 $ 8,349 Leasehold improvements 60 61 Computer equipment and software 930 1,023 Furniture and office equipment 272 278 Medical equipment 499 431 $ 10,814 $ 10,142 Less accumulated depreciation (5,857 ) (4,790 ) $ 4,957 $ 5,352 Depreciation expense was $1,236 and $892 for the six months ended June 30, 2016 and 2015, respectively, and $617 and $478, respectively, for the three months ended June 30, 2016 and 2015. Accrued liabilities. June 30, 2016 December 31, 2015 Due to professionals $ 24 $ 256 Due to employes and directors 1,562 2,130 Sales and use tax liabilities 147 231 Royalty liability 435 753 Warranty 124 94 Other 711 1,583 $ 3,003 $ 5,047 |
Intangible Assets
Intangible Assets | 6 Months Ended |
Jun. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | 4. INTANGIBLE ASSETS The Companys intangible assets consist primarily of the value of TearLab® Technology acquired in the acquisition of TearLab Research. 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. Amortization expense for the three months ended June 30, 2016 and 2015 was $329 and $389, respectively. Amortization expense for the six months ended June 30, 2016 and 2015 was $644 and $778, respectively. Intangible assets subject to amortization consist of the following: Remaining Gross Net Book Useful Life Value at Accumulated Value at (Years) June 30, 2016 Amortization June 30,2016 TearLab® technology 1 $ 12,172 $ (11,713 ) $ 459 Patents and trademarks 2 271 (231 ) 40 Prescriber list 2 90 (33 ) 57 Total $ 12,533 $ (11,977 ) $ 556 Gross Net Book Value at Accumulated Value at December 31, 2015 Amortization December 31, 2015 TearLab® technology $ 12,172 $ (11,106 ) $ 1,066 Patents and trademarks 268 (216 ) 52 Prescriber list 90 (11 ) 79 Total $ 12,530 $ (11,333 ) $ 1,197 The estimated amortization expense for the intangible assets for the remainder of 2016 and thereafter is as follows: Amortization of intangible assets Remainder of 2016 $ 497 2017 59 $ 556 |
Term Loan
Term Loan | 6 Months Ended |
Jun. 30, 2016 | |
Debt Disclosure [Abstract] | |
Term Loan | 5. TERM LOAN On March 4, 2015, the Company executed a term loan agreement with CRG LP and certain of its affiliate funds (CRG) as lenders providing the Company with access of up to $35,000 under the arrangement. The Company received $15,000 in gross proceeds under the arrangement on March 4, 2015, and an additional $10,000 on October 6, 2015. The Term Loan Agreement matures on December 31, 2020 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 (PIK interest). The accrued interest can be deferred and paid together with the principal in the fifth and sixth years. As part of the amended Term Loan Agreement, and funding of the second tranche, CRG received 350,000 warrants dated as of October 6, 2015 to purchase common shares of the Company at a price of $5.00 per share (the CRG Warrants). The CRG Warrants have a five-year life. The CRG Warrants are classified as equity on the Consolidated Balance Sheet as of December 31, 2015 and June 30, 2016. The CRG Warrants were valued at their issuance date using the Black-Scholes Merton model. The related reduction of the long-term debt will be amortized over the life of the debt. 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. On April 7, 2016, the Company amended the Term Loan Agreement to change the required minimum revenue levels. The amended minimum revenue is $27,000 for 2016, $31,000 for 2017, $36,000 for 2018, $45,000 for 2019 and $55,000 for 2020. The amendment also reduced the exercise price of the CRG Warrants from $5.00 per share to $1.50 per share and the Company issued CRG additional warrants to purchase 350,000 common shares of the Companys stock at $1.50 per share, which expire 5 years after issuance. See Note 6 for further discussion of the CRG Warrants. If the Company does not have annual revenue greater or equal to the annual 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 Term Loan Agreement. 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. At June 30, 2016, the Company was in compliance with all of the covenants. As part of the amended Term Loan Agreement, on the earlier of the maturity date or the date the term loan is paid off in full, the Company will pay a facility fee equal to 6.5% of the aggregate principal amount of the loan, excluding accrued PIK interest (the Facility Fee). The Facility Fee is being accrued to interest expense using the effective interest method. The Company incurred financing and legal fees associated with the debt of $606, which were recorded as a direct discount to the debt and are being amortized using the effective interest method. The Company presents the debt issuance costs related to the recognized debt liability on the Consolidated Balance Sheet as a reduction of the liability. The Term Loan Agreement provided for prepayment fees of 5% of the outstanding balance of the loan if the loan was repaid prior to March 31, 2016. The prepayment fee is reduced 1% per year for each subsequent year until maturity. The following is a summary of the Term Loan Agreement as of June 30, 2016 and related maturities of outstanding principle: Prinicple balance outstanding $ 25,000 PIK interest 1,269 Facility fee 101 less discount on term loan: deferred financing fees, net (484 ) detachable warrants, net (362 ) Total term loan $ 25,524 Principal due for each of the next 5 years and in the aggregate: Remaining 2016 $ - 2017 - 2018 - 2019 13,185 2020 13,185 Total principal due 26,370 Less: discount on term loan (846 ) Total term loan $ 25,524 |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2016 | |
Equity [Abstract] | |
Stockholders' Equity | 6. STOCKHOLDERS EQUITY (a) Authorized share capital On June 24, 2016, the Companys stockholders approved an amendment to the Companys certificate of incorporation to increase the total number of authorized shares of common stock of the Company to 95,000,000 from 65,000,000. 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 10,000,000. Each share of preferred stock has a par value of $0.001 per share. (b) Common and preferred shares On May 9, 2016 the Company issued 18,610,900 shares of common stock, 3,291.8 shares of Series A Convertible Preferred Stock (Preferred Stock) and Series A warrants to purchase 11,500,000 shares of common stock (Series A Warrants)for gross proceeds of $17,250, less issuance costs of $1,793. The Preferred Stock is convertible, subject to certain limitations, into an aggregate of 4,389,100 shares of common stock, contains no voting rights, participates in any common stock dividends, and is treated as if converted upon any ordinary liquidation event. The common stock, the Series A Convertible Preferred Stock, and the Series A Warrants are all included in equity in the Companys Condensed Consolidated Balance Sheets as of June 30, 2016. The net proceeds were allocated to common stock, Preferred Stock, and Series A Warrants based on their relative fair values, as follows: Common stock $ 9,632 Preferred stock 2,275 Series A warrants 3,550 Net proceeds $ 15,457 (c) Stock incentive plan The Company has a stock incentive plan, the 2002 Stock Incentive Plan (the Stock Incentive Plan), under which up to 7,200,000 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, and with the exception of an option granted to an officer, director or consultant, no incentive option shall become exercisable at a rate less than 20% per annum over a period of five years from the effective date of grant of such option unless otherwise approved by the Board. The Company accounts for stock-based compensation under the authoritative guidance which requires that share-based payment transactions with employees be recognized in the financial statements based on their fair value and recognized as compensation expense over the vesting 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 and the employee stock purchase plan included in the Companys condensed consolidated statements of operations and comprehensive loss (in thousands): Three months ended Six months ended June 30, June 30, 2016 2015 2016 2015 Sales and marketing $ 253 $ 600 $ 421 $ 1,107 Clinical, regulatory and research and development 114 120 230 223 General and administrative 444 450 873 901 Stock-based compensation expense before income taxes $ 811 $ 1,170 $ 1,524 $ 2,231 (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 worth of stock in the plan during each calendar year or more than 5,000 shares per offering period. During the three months ended June 30, 2016 and 2015, the Company recorded $4 and $20, of expense, respectively, under the ESPP. During the six months ended June 30, 2016 and 2015, the Company recorded $7 and $39 of expense, respectively, under the ESPP. During the six months ended June 30, 2016 and 2015, the Company issued 67,743 and 54,211 shares of common stock, respectively, under the ESPP. On July 1, 2016, the Company issued an additional 73,309 shares of common stock under the ESPP. (e) Warrants On June 13, 2011, the Company issued 1,629,539 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 was $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. No Financing Warrants were exercised during the three or six months ended June 30, 2016 or 2015. The Financing Warrants expired on June 13, 2016. 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 $7,000. The exercise price of the warrants was $1.86 per share. The 2011 Warrants expired on June 30, 2016. There were 219,604 2011 Warrants that expired unexercised. Prior to their expiration, the 2011 Warrants were recorded as a liability on the Companys balance sheet and remeasured each period using the Black-Scholes Merton option-pricing model. There were no exercises of 2011 Warrants during the six months ended June 30, 2016 or 2015. The liability for the 2011 Warrants outstanding as of December 31, 2015 had a value of $29. The value of the 2011 Warrants outstanding as of December 31, 2015 was recorded as a Change in fair value of warrant obligations in the Consolidated Statements of Operations and Comprehensive Loss during the six months ended June 30, 2016, reflecting the expiration of the instruments and the associated liability. On October 8, 2015, as part of the second amendment to the Term Loan Agreement and funding of the $10,000 tranche, CRG received warrants to purchase 350,000 common shares in the Company at a price of $5.00 per share (the CRG Warrants). The CRG Warrants are exercisable any time prior to October 8, 2020. The CRG Warrants are classified as equity on the Consolidated Balance Sheets as of December 31, 2015 and June 30, 2016. The CRG Warrants were valued at $290 upon issuance using the Black-Scholes Merton model assuming volatility of 73%, an expected life of 5.0 years, a risk-free interest rate of 1.71%, and 0% dividend yield. No CRG Warrants were exercised during the six months ended June 30, 2016. On April 8, 2016, the Company further amended its Term Loan Agreement. As part of the amendment, the exercise price of the CRG Warrants was changed to allow the holder to purchase 350,000 common shares in the Company at a price of $1.50 per share and CRG was issued an additional 350,000 warrants to purchase common shares at an exercise price of $1.50 (the 2016 CRG Warrants). The modification to the terms of the CRG Warrants resulted in a change in fair value of $54 which was included as interest expense for the three and six months ended June 30, 2016. The change in fair value was calculated using the Black-Scholes Merton model with both exercise prices, assuming volatility of 76%, an expected life of 4.5 years, a risk-free interest rate of 1.06%, and 0% dividend yield. The 2016 CRG Warrants were valued at $106 upon issuance using the Black-Scholes Merton model assuming volatility of 76%, an expected life of 5.0 years, a risk-free interest rate of 1.30% and 0% dividend yield. On May 9, 2016, the Company issued Series A Warrants to purchase 11,500,000 shares of common stock for $1.125 per common share attached to shares of common and Series A Convertible Preferred Stock issued on the same date. The Series A Warrants can be exercised after May 9, 2017 (the Initial Exercise Date) and expire 5 years after the Initial Exercise Date. Fair value of the Series A Warrants, for purposes of allocating the net proceeds of the equity offering, was determined using the Black-Scholes Merton model assuming volatility of 76%, an expected life of 6.0 years, a risk-free interest rate of 1.30%, and 0% dividend yield. (e) Exchange Right In August 2014, the Company sold membership units in OcuHub LLC, a Delaware limited liability company, which was a wholly owned subsidiary of TearLab Corporation at the time, in exchange for 2% ownership 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 the Companys common stock. On March 31, 2016, the members exchanged the ownership interest in OcuHub LLC for 385,800 shares of the Companys common stock. |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 6 Months Ended |
Jun. 30, 2016 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Share | 7. NET INCOME 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 and vested restricted stock units outstanding and the weighted average number of dilutive common stock equivalents, from stock options, warrants, and non-vested restricted stock units. 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 six months ended June 30, 2015 includes the dilutive impact of the gain recorded from the Companys June 30, 2011 warrants. The following securities were not included in the calculation of diluted earnings per share because their effects were anti-dilutive: Three and six months ended (in thousands of shares) June 30, 2016 2015 Stock options 7,398 6,471 Warrants 12,200 74 ESPP shares 73 - Total 19,671 6,545 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 8. COMMITMENTS AND CONTINGENCIES On March 7, 2016, the Company, through its subsidiary, TearLab Research, Inc., entered into a supply and development agreement (Supply Agreement) with MiniFAB (Aust) Pty Ltd (MiniFAB). The agreement is an exclusive supply agreement through June 2021, which will provide 16% savings on the purchase and delivery of individual osmolarity test cards following a transition period to account for ending inventory at December 31, 2015 and other elements of the prior agreement. The savings consist of lower prices for the purchase of the test cards and for freight costs to ship the cards to the Companys distribution facility. The lower purchase price will remain in place until the earlier of the date that the Company reaches an annual volume of 4.5 million test cards and March 31, 2018. The savings from freight costs will remain in place throughout the agreement. The Supply Agreement requires that, in any given 6 calendar months, the Company must place aggregate purchase orders equal to at least 50% of the orders forecasted for that 6 month period at its onset. The Supply Agreement can be extended by either party for a term of five years with the option for the Company to buyout the exclusive supply provision during any extended term. This Supply Agreement replaces the July 2011 agreement between MiniFAB and the Company. In April 2014, the Company guaranteed a marketing agreement entered into by OcuHub LLC, which was a wholly-owned subsidiary of the Company at the time. The underlying marketing agreement calls for an annual marketing fee of $100, with payments due quarterly through March 31, 2019. Should OcuHub LLC fail to perform its obligations under the terms of the marketing agreement, the Company could be required to make the $25 quarterly payments, through the March 31, 2019 initial term of the agreement. The Company has not accrued for any liability under the guarantee. |
Significant Accounting Polici14
Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2016 | |
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, allowance for doubtful accounts, 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 Company sells its proprietary TearLab® Osmolarity System and related test cards to external customers, who are primarily eye care professionals, for use in osmolarity testing procedures. Revenue is primarily derived from the sale of disposable test cards. Products are generally shipped from a distribution and warehousing facility in California. The Companys sales are currently direct to customers in the United States and to distributors in the rest of the world. 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 disposable test cards over the related contract term (referred to as either Use Agreements, Masters Agreements or Flex Agreements), or from agreements with separate sales of the reader equipment and disposable test cards (Purchase Agreements). Purchase commitments for Use Agreements and Flex Agreements are expressed in the agreement for a specified period of time (generally one to three years). 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 disposable test cards. 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. Revenue under such agreements is allocated between the lease of the reader equipment and the sale of the disposables based upon each components relative fair value. 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 within the 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 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, as determined by the selling price of similar individual items on a stand-alone basis. 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 revenues at the time of shipment based on historical experience. The reserve of $14 and $67 as of June 30, 2016 and December 31, 2015, respectively, has reduced revenue and is included in accounts receivable. |
Recent Accounting Pronouncements | Recent accounting pronouncements In March 2016, the Financial Accountings Standards Board (the FASB) issued Accounting Standards Update No. 2016-09, Improvement to Employee Share-Based Payment Accounting (ASU 2016-09), which involves several aspects of accounting for share-based payment transactions, including income tax consequences, classification of awards as liabilities or equity, and classifications on the statement of cash flows. ASU 2016-09 is effective for fiscal and interim periods beginning after December 15, 2016. The Company is currently evaluating the impact the adoption of the new standard will have on its financial statements. In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases (ASU 2016-02). ASU 2016-02 establishes a right-of-use model that requires a lessee to record an asset and liability on the balance sheet for all leases with terms longer than twelve months. ASU 2016-02 is effective for fiscal years and interim periods beginning after December 15, 2018. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The Company is currently evaluating the impact of the new standard on its financial statements. In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (ASU 2014-09), which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. Early application is not permitted. On April 1, 2015, the FASB voted to propose a deferral of the effective date of the standard by one year which would result in the new standard being effective for the Company at the beginning of its first quarter of fiscal year 2018. The Company has not yet completed its assessment of the impact of the new standard, including possible transition alternatives, on the Companys financial statements. |
Balance Sheet Details (Tables)
Balance Sheet Details (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Accounts Receivable | June 30, 2016 December 31, 2015 Trade receivables $ 2,729 $ 3,610 Allowance for doubtful accounts (472 ) (589 $ 2,257 $ 3,021 |
Schedule of Inventory | 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. June 30, 2016 December 31, 2015 Finished goods $ 3,340 $ 4,002 Inventory reserves (33 ) (30 ) $ 3,307 $ 3,972 |
Summary of Prepaid Expenses and Other Current Assets | June 30, 2016 December 31, 2015 Prepaid trade shows $ 216 $ 246 Prepaid insurance 207 87 Manufacturing deposits 304 154 Subscriptions 146 128 Other fees and services 202 146 Other current assets 29 29 $ 1,104 $ 790 |
Schedule of Fixed Assets | June 30, 2016 December 31, 2015 Capitalized TearLab equipment $ 9,053 $ 8,349 Leasehold improvements 60 61 Computer equipment and software 930 1,023 Furniture and office equipment 272 278 Medical equipment 499 431 $ 10,814 $ 10,142 Less accumulated depreciation (5,857 ) (4,790 ) $ 4,957 $ 5,352 |
Schedule of Accrued Liabilities | June 30, 2016 December 31, 2015 Due to professionals $ 24 $ 256 Due to employes and directors 1,562 2,130 Sales and use tax liabilities 147 231 Royalty liability 435 753 Warranty 124 94 Other 711 1,583 $ 3,003 $ 5,047 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Amortization of Intangible Assets | Intangible assets subject to amortization consist of the following: Remaining Gross Net Book Useful Life Value at Accumulated Value at (Years) June 30, 2016 Amortization June 30,2016 TearLab® technology 1 $ 12,172 $ (11,713 ) $ 459 Patents and trademarks 2 271 (231 ) 40 Prescriber list 2 90 (33 ) 57 Total $ 12,533 $ (11,977 ) $ 556 Gross Net Book Value at Accumulated Value at December 31, 2015 Amortization December 31, 2015 TearLab® technology $ 12,172 $ (11,106 ) $ 1,066 Patents and trademarks 268 (216 ) 52 Prescriber list 90 (11 ) 79 Total $ 12,530 $ (11,333 ) $ 1,197 |
Schedule of Estimated Amortization Expense of Intangible Assets | The estimated amortization expense for the intangible assets for the remainder of 2016 and thereafter is as follows: Amortization of intangible assets Remainder of 2016 $ 497 2017 59 $ 556 |
Term Loan (Tables)
Term Loan (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Term Loan | The following is a summary of the Term Loan Agreement as of June 30, 2016 and related maturities of outstanding principle: Prinicple balance outstanding $ 25,000 PIK interest 1,269 Facility fee 101 less discount on term loan: deferred financing fees, net (484 ) detachable warrants, net (362 ) Total term loan $ 25,524 |
Schedule of Maturities of Outstanding Principle of Term Loan | Principal due for each of the next 5 years and in the aggregate: Remaining 2016 $ - 2017 - 2018 - 2019 13,185 2020 13,185 Total principal due 26,370 Less: discount on term loan (846 ) Total term loan $ 25,524 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Equity [Abstract] | |
Schedule of Common and Preferred Shares | The common stock, the Series A Convertible Preferred Stock, and the Series A Warrants are all included in equity in the Companys Condensed Consolidated Balance Sheets as of June 30, 2016. The net proceeds were allocated to common stock, Preferred Stock, and Series A Warrants based on their relative fair values, as follows: Common stock $ 9,632 Preferred stock 2,275 Series A warrants 3,550 Net proceeds $ 15,457 |
Schedule of Stock-Based Compensation Expense | The following table sets forth the total stock-based compensation expense resulting from stock options and the employee stock purchase plan included in the Companys condensed consolidated statements of operations and comprehensive loss (in thousands): Three months ended Six months ended June 30, June 30, 2016 2015 2016 2015 Sales and marketing $ 253 $ 600 $ 421 $ 1,107 Clinical, regulatory and research and development 114 120 230 223 General and administrative 444 450 873 901 Stock-based compensation expense before income taxes $ 811 $ 1,170 $ 1,524 $ 2,231 |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Earnings Per Share [Abstract] | |
Schedule of Antidilutive Securities Included 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: Three and six months ended (in thousands of shares) June 30, 2016 2015 Stock options 7,398 6,471 Warrants 12,200 74 ESPP shares 73 - Total 19,671 6,545 |
Basis of Presentation (Details
Basis of Presentation (Details Narrative) - USD ($) $ in Thousands | Apr. 08, 2016 | May 31, 2016 | Jun. 30, 2011 | Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 |
Gain on sale of subsidiary | $ (75) | |||||||
Net income loss | $ 4,344 | $ 8,072 | 11,598 | 16,240 | $ 33,229 | |||
Proceeds from issuance of equity | $ 15,457 | $ 7,000 | 15,457 | |||||
Working capital surplus | $ 21,400 | 21,400 | $ 7,261 | |||||
OcuHub Business Inc [Member] | ||||||||
Owned subsidiary, in units | 10,167.5 | |||||||
Ownership percentage | 10.50% | |||||||
Gain on sale of subsidiary | $ 75 |
Significant Accounting Polici21
Significant Accounting Policies (Details Narrative) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Dec. 31, 2015 | |
Accounting Policies [Abstract] | ||
Reserve of product sales | $ 14 | $ 67 |
Balance Sheet Details (Details
Balance Sheet Details (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Depreciation expense | $ 617 | $ 478 | $ 1,236 | $ 892 |
Balance Sheet Details - Schedul
Balance Sheet Details - Schedule of Accounts Receivable (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Trade receivables | $ 2,729 | $ 3,610 |
Allowance for doubtful accounts | (472) | (589) |
Accounts receivable net | $ 2,257 | $ 3,021 |
Balance Sheet Details - Sched24
Balance Sheet Details - Schedule of Inventory (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Finished goods | $ 3,340 | $ 4,002 |
Inventory reserves | (33) | (30) |
Inventory net | $ 3,307 | $ 3,972 |
Balance Sheet Details - Summary
Balance Sheet Details - Summary of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Prepaid trade shows | $ 216 | $ 246 |
Prepaid insurance | 207 | 87 |
Manufacturing deposits | 304 | 154 |
Subscriptions | 146 | 128 |
Other fees and services | 202 | 146 |
Other current assets | 29 | 29 |
Prepaid expense and other current assets | $ 1,104 | $ 790 |
Balance Sheet Details - Sched26
Balance Sheet Details - Schedule of Fixed Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Property plant and equipment gross | $ 10,814 | $ 10,142 |
Less accumulated depreciation | (5,857) | (4,790) |
Property plant and equipment net | 4,957 | 5,352 |
Capitalized TearLab Equipment [Member] | ||
Property plant and equipment gross | 9,053 | 8,349 |
Leasehold Improvements [Member] | ||
Property plant and equipment gross | 60 | 61 |
Computer Equipment and Software [Member] | ||
Property plant and equipment gross | 930 | 1,023 |
Furniture and Office Equipment [Member] | ||
Property plant and equipment gross | 272 | 278 |
Medical Equipment [Member] | ||
Property plant and equipment gross | $ 499 | $ 431 |
Balance Sheet Details - Sched27
Balance Sheet Details - Schedule of Accrued Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Due to professionals | $ 24 | $ 256 |
Due to employees and directors | 1,562 | 2,130 |
Sales and use tax liabilities | 147 | 231 |
Royalty liability | 435 | 753 |
Warranty | 124 | 94 |
Other | 711 | 1,583 |
Accrued liabilities current | $ 3,003 | $ 5,047 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Amortization of intangible assets | $ 382 | $ 304 | $ 608 | $ 764 |
TearLab Technology [Member] | ||||
Intangible asset, estimated useful life | 10 years |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Amortization of Intangible Assets (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2016 | Dec. 31, 2015 | |
Gross Value | $ 12,533 | $ 12,530 |
Accumulated Amortization | (11,977) | (11,333) |
Net Book Value | $ 556 | 1,197 |
TearLab Technology [Member] | ||
Remaining Useful Life (Years) | 1 year | |
Gross Value | $ 12,172 | 12,172 |
Accumulated Amortization | (11,713) | (11,106) |
Net Book Value | $ 459 | 1,066 |
Patents And Trademarks [Member] | ||
Remaining Useful Life (Years) | 2 years | |
Gross Value | $ 271 | 268 |
Accumulated Amortization | (231) | (216) |
Net Book Value | $ 40 | 52 |
Prescriber List [Member] | ||
Remaining Useful Life (Years) | 2 years | |
Gross Value | $ 90 | 90 |
Accumulated Amortization | (33) | (11) |
Net Book Value | $ 57 | $ 79 |
Intangible Assets - Schedule 30
Intangible Assets - Schedule of Estimated Amortization Expense for Intangible Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Remainder of 2016 | $ 497 | |
2,017 | 59 | |
Total | $ 556 | $ 1,197 |
Term Loan (Details Narrative)
Term Loan (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Oct. 06, 2015 | Mar. 04, 2015 | Jun. 30, 2016 | Dec. 31, 2015 |
Long-term debt | $ 25,524 | $ 24,859 | ||
Warrants to purchase common shares | 219,604 | |||
Warrants exercise price | $ 1.86 | |||
Term Loan Agreement [Member] | CRG LP Additional Warrants [Member] | ||||
Warrants to purchase common shares | 350,000 | |||
Warrants exercise price | $ 1.50 | |||
Term Loan Agreement [Member] | Black-Scholes Merton Model [Member] | CRG LP Additional Warrants [Member] | ||||
Warrants term | 5 years | |||
Term Loan Agreement [Member] | CRG LP [Member] | ||||
Long-term debt | $ 35,000 | |||
Proceeds from issuance of long-term debt | $ 15,000 | |||
Debt instrument date | Dec. 31, 2020 | |||
Debt instrument interest rate percentage | 13.00% | |||
Warrants to purchase common shares | 350,000 | |||
Warrants exercise price | $ 5 | $ 1.50 | ||
Warrants term | 5 years | |||
Financing and legal fees to long-term debt | $ 606 | |||
Percentage of prepayment fee | 5.00% | |||
Percentage of reduction in annual prepayment fee | 1.00% | |||
Term loan minimum annual revenue threshold | $ 27,000 | |||
Facility fee percentage on principal | 6.50% | |||
Term Loan Agreement [Member] | CRG LP [Member] | 2017 [Member] | ||||
Term loan minimum annual revenue threshold | $ 31,000 | |||
Term Loan Agreement [Member] | CRG LP [Member] | 2018 [Member] | ||||
Term loan minimum annual revenue threshold | 36,000 | |||
Term Loan Agreement [Member] | CRG LP [Member] | 2019 [Member] | ||||
Term loan minimum annual revenue threshold | 45,000 | |||
Term Loan Agreement [Member] | CRG LP [Member] | 2020 [Member] | ||||
Term loan minimum annual revenue threshold | $ 55,000 | |||
Term Loan Agreement [Member] | CRG LP [Member] | Interest-Only Payment [Member] | ||||
Debt instrument interest rate percentage | 8.50% | |||
Term Loan Agreement [Member] | CRG LP [Member] | Unpaid Interest With Principal [Member] | ||||
Debt instrument interest rate percentage | 4.50% | |||
Term Loan Agreement [Member] | CRG LP [Member] | Second Tranche [Member] | ||||
Proceeds from issuance of long-term debt | $ 10,000 |
Term Loan - Schedule of Term Lo
Term Loan - Schedule of Term Loan (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Debt Disclosure [Abstract] | ||
Prinicple balance outstanding | $ 25,000 | |
PIK interest | 1,269 | |
Facility fee | 101 | |
Deferred financing fees, net | (484) | |
Detachable warrants, net | (362) | |
Total term loan | $ 25,524 | $ 24,859 |
Term Loan - Schedule of Maturit
Term Loan - Schedule of Maturities of Outstanding Principle of Term Loan (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Debt Disclosure [Abstract] | ||
Remaining 2,016 | ||
2,017 | ||
2,018 | ||
2,019 | 13,185 | |
2,020 | 13,185 | |
Total principal due | 26,370 | |
Less: discount on term loan | (846) | |
Total term loan | $ 25,524 | $ 24,859 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Jul. 02, 2016 | May 09, 2016 | Apr. 08, 2016 | Oct. 08, 2015 | Jun. 13, 2011 | May 31, 2016 | Oct. 31, 2015 | Aug. 31, 2014 | Jun. 30, 2011 | Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 |
Common stock shares authorized | 95,000,000 | 95,000,000 | 65,000,000 | |||||||||||
Common stock shares authorized previously | 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, shares new issue | 18,610,900 | |||||||||||||
Preferred stock, issued | 3,292 | 3,292 | 0 | |||||||||||
Allocated share-based compensation expense | $ 811 | $ 1,170 | $ 1,524 | $ 2,231 | ||||||||||
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 | $ 15,457 | $ 7,000 | $ 15,457 | |||||||||||
Term Loan Agreement [Member] | Tranche One [Member] | ||||||||||||||
Proceeds from issuance of long-term debt | $ 10,000 | |||||||||||||
Private Placement [Member] | ||||||||||||||
Stock issued during period, shares new issue | 3,846,154 | |||||||||||||
OcuHub Business Inc [Member] | ||||||||||||||
Stock issued during period, shares new issue | 385,800 | |||||||||||||
Membership unit percentage | 2.00% | |||||||||||||
Stock Incentive Plan [Member] | ||||||||||||||
Share-based compensation expiration period | 10 years | |||||||||||||
Percentage of ownership exercisable options expire | 10.00% | 10.00% | ||||||||||||
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] | Maximum [Member] | Officer Director Or Consultant [Member] | ||||||||||||||
Percentage of options exercisable at a rate | 20.00% | 20.00% | ||||||||||||
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] | ||||||||||||||
Common stock capital shares reserved for future issuance | 671,500 | 671,500 | ||||||||||||
Share-based compensation common stock purchase price percentage | 90.00% | |||||||||||||
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 number of shares of employee stock purchase plans | 73,309 | 67,743 | 54,211 | |||||||||||
Allocated share-based compensation expense | $ 4 | $ 20 | $ 7 | $ 39 | ||||||||||
Warrants expiration date | Jun. 13, 2016 | |||||||||||||
Series A Convertible Preferred Stock [Member] | ||||||||||||||
Preferred stock, issued | 3,292 | |||||||||||||
Series A Warrants [Member] | ||||||||||||||
Preferred stock, issued | 11,500,000 | |||||||||||||
Class of warrant or right exercise price of warrants or rights | $ 1.125 | |||||||||||||
Proceeds from issuance or sale of equity | $ 17,250 | |||||||||||||
Fair value assumptions expected term | 5 years | |||||||||||||
Payments of stock issuance costs | $ 1,793 | |||||||||||||
Series A Warrants [Member] | Black-Scholes Merton Model [Member] | ||||||||||||||
Fair value assumptions expected volatility rate | 76.00% | |||||||||||||
Fair value assumptions expected term | 6 years | |||||||||||||
Fair value assumptions risk free interest rate | 1.30% | |||||||||||||
Fair value assumptions dividend yield | 0.00% | |||||||||||||
Common Stock [Member] | ||||||||||||||
Common stock, conversion basis | 4,389,100 | |||||||||||||
Financing Warrants [Member] | ||||||||||||||
Stock issued during period, shares new issue | 1,629,539 | |||||||||||||
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 | |||||||||||||
Number of warrant in each unit issued | 0 | 0 | 0 | 0 | ||||||||||
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 | |||||||||||||
Warrants outstanding | 219,604 | 219,604 | ||||||||||||
Fair value of warrants | $ 29 | |||||||||||||
Warrants exercised | 0 | |||||||||||||
CRG Warrants [Member] | ||||||||||||||
Common stock par value | $ 1.50 | |||||||||||||
Stock issued during period, shares new issue | 350,000 | |||||||||||||
Class of warrant or right number of securities called by warrants or rights | 350,000 | |||||||||||||
Class of warrant or right exercise price of warrants or rights | $ 5 | |||||||||||||
Fair value assumptions expected volatility rate | 73.00% | |||||||||||||
Fair value assumptions expected term | 5 years | |||||||||||||
Fair value assumptions risk free interest rate | 1.71% | |||||||||||||
Fair value of warrants | $ 290 | |||||||||||||
Warrants exercised | 0 | |||||||||||||
Fair value assumptions dividend yield | 0.00% | |||||||||||||
Warrants exercisable date | Oct. 8, 2020 | |||||||||||||
CRG Warrants [Member] | Black-Scholes Merton Model [Member] | Term Loan Agreement [Member] | ||||||||||||||
Fair value assumptions expected volatility rate | 76.00% | |||||||||||||
Fair value assumptions expected term | 5 years | |||||||||||||
Fair value assumptions risk free interest rate | 1.30% | |||||||||||||
Fair value of warrants | $ 106 | |||||||||||||
Fair value assumptions dividend yield | 0.00% | |||||||||||||
CRG LP Additional Warrants [Member] | Term Loan Agreement [Member] | ||||||||||||||
Class of warrant or right number of securities called by warrants or rights | 350,000 | 350,000 | ||||||||||||
Class of warrant or right exercise price of warrants or rights | $ 1.50 | $ 1.50 | ||||||||||||
CRG LP Additional Warrants [Member] | Black-Scholes Merton Model [Member] | Term Loan Agreement [Member] | ||||||||||||||
Fair value assumptions expected volatility rate | 76.00% | |||||||||||||
Fair value assumptions expected term | 4 years 6 months | |||||||||||||
Fair value assumptions risk free interest rate | 1.06% | |||||||||||||
Fair value of warrants | $ 54 | |||||||||||||
Fair value assumptions dividend yield | 0.00% |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Common and Preferred Shares (Details) - USD ($) $ in Thousands | 1 Months Ended | 6 Months Ended | ||
May 31, 2016 | Jun. 30, 2011 | Jun. 30, 2016 | Jun. 30, 2015 | |
Proceeds from issuance or sale of equity | $ 15,457 | $ 7,000 | $ 15,457 | |
Common Stock [Member] | ||||
Proceeds from issuance or sale of equity | 9,632 | |||
Preferred Stock [Member] | ||||
Proceeds from issuance or sale of equity | 2,275 | |||
Series A Warrants [Member] | ||||
Proceeds from issuance or sale of equity | $ 3,550 |
Stockholders' Equity - Schedu36
Stockholders' Equity - Schedule of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Stock-based compensation expense before income taxes | $ 811 | $ 1,170 | $ 1,524 | $ 2,231 |
Sales and Marketing [Member] | ||||
Stock-based compensation expense before income taxes | 253 | 600 | 421 | 1,107 |
Clinical, Regulatory and Research and Development [Member] | ||||
Stock-based compensation expense before income taxes | 114 | 120 | 230 | 223 |
General and Administrative [Member] | ||||
Stock-based compensation expense before income taxes | $ 444 | $ 450 | $ 873 | $ 901 |
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 | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Antidilutive securities number of shares | 19,671,000 | 6,545,000 | 19,671,000 | 6,545,000 |
Stock Options [Member] | ||||
Antidilutive securities number of shares | 7,398,000 | 6,471,000 | 7,398,000 | 6,471,000 |
Warrant [Member] | ||||
Antidilutive securities number of shares | 12,200,000 | 74,000 | 12,200,000 | 74,000 |
ESPP Shares [Member] | ||||
Antidilutive securities number of shares | 73,000 | 73,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - Supply Agreement [Member] - USD ($) $ in Thousands | Mar. 07, 2016 | Jun. 30, 2016 |
OcuHub Business Inc [Member] | ||
Annual marketing fee | $ 100 | |
Marketing agreement, quarterly payments | $ 25 | |
MiniFAB [Member] | ||
Percentage of saving as per the agreement | 16.00% | |
Purchase commitment remaining minimum amount committed | $ 4,500 | |
Minimum percetnage of purchase | 50.00% |