Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2018 | May 01, 2018 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | Semler Scientific, Inc. | |
Entity Central Index Key | 1,554,859 | |
Trading Symbol | smlr | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 5,954,689 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2018 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q1 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Income Statement [Abstract] | ||
Revenues | $ 4,463 | $ 2,055 |
Operating expenses: | ||
Cost of revenues | 704 | 540 |
Engineering and product development | 367 | 439 |
Sales and marketing | 1,705 | 988 |
General and administrative | 874 | 838 |
Total operating expenses | 3,650 | 2,805 |
Income (loss) from operations | 813 | (750) |
Interest expense | (31) | (73) |
Related party interest expense | (75) | (43) |
Other expense | (1) | (5) |
Other expense | (107) | (121) |
Net income (loss) | $ 706 | $ (871) |
Net income (loss) per share: | ||
Basic (in dollars per share) | $ 0.12 | $ (0.17) |
Diluted (in dollars per share) | $ 0.10 | $ (0.17) |
Weighted average number of shares used in computing earnings (loss) per share: | ||
Basic (in shares) | 5,924,701 | 5,231,208 |
Diluted (in shares) | 7,280,492 | 5,231,208 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Current Assets: | ||
Cash | $ 419 | $ 1,457 |
Trade accounts receivable, net of allowance for doubtful accounts of $35 and $35, respectively | 2,377 | 1,315 |
Prepaid expenses and other current assets | 204 | 111 |
Total current assets | 3,000 | 2,883 |
Assets for lease, net | 1,039 | 1,147 |
Property and equipment, net | 203 | 193 |
Long-term deposits | 15 | 15 |
Total assets | 4,257 | 4,238 |
Current liabilities: | ||
Accounts payable | 341 | 488 |
Accrued expenses | 2,284 | 2,670 |
Deferred revenue | 800 | 531 |
Accrued interest | 47 | 168 |
Accrued interest - related party | 34 | 28 |
Loans payable net of debt discount of $1 and $9, respectively | 298 | 1,018 |
Related party loans payable net of debt discount of $9 and $13, respectively | 1,948 | 237 |
Total current liabilities | 5,752 | 5,140 |
Long-term liabilities: | ||
Deferred rent | 13 | 13 |
Loans payable, less current portion | 16 | 26 |
Related party loans payable, less current portion | 1,642 | |
Total long-term liabilities | 29 | 1,681 |
Stockholders' deficit: | ||
Common stock, $0.001 par value; 50,000,000 shares authorized; 5,969,834 and 5,902,244 shares issued, and 5,944,834 and 5,123,568 outstanding (treasury shares of 25,000 and 25,000), respectively | 6 | 6 |
Additional paid-in capital | 24,211 | 23,843 |
Accumulated deficit | (25,741) | (26,432) |
Total stockholders' deficit | (1,524) | (2,583) |
Total liabilities and stockholders' deficit | $ 4,257 | $ 4,238 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parentheticals) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts on trade accounts receivable (in dollars) | $ 35 | $ 35 |
Debt discount on loans payable, current | 1 | 9 |
Debt discount on related party loans payable, current | $ 9 | $ 13 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 5,969,834 | 5,902,244 |
Common stock, shares outstanding | 5,944,834 | 5,123,568 |
Treasury stock, shares | 25,000 | 25,000 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income (loss) | $ 706 | $ (871) |
Reconciliation of Net Income (Loss) to Net Cash Used in Operating Activities: | ||
Amortization of debt discount | 13 | 51 |
Accretion of non-cash interest | 65 | |
Depreciation | 121 | 134 |
Loss on disposal of assets for lease | 69 | 88 |
Allowance for doubtful accounts | 3 | 4 |
Stock-based compensation expense | 193 | 78 |
Changes in Operating Assets and Liabilities: | ||
Trade accounts receivable | (1,064) | (308) |
Prepaid expenses and other current assets | (93) | (24) |
Accounts payable | (147) | (140) |
Accrued expenses | (501) | 203 |
Deferred revenue | 269 | 280 |
Net Cash Used in Operating Activities | (366) | (505) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Additions to property and equipment | (34) | (3) |
Purchase of assets for lease | (58) | (399) |
Net Cash Used in Investing Activities | (92) | (402) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from issuance of common stock | 475 | |
Exercise of warrants | 64 | |
Exercise of stock options | 95 | |
Payments of loans payable | (739) | (31) |
Net Cash Provided by (Used in) Financing Activities | (580) | 444 |
DECREASE IN CASH | (1,038) | (463) |
CASH, BEGINNING OF PERIOD | 1,457 | 622 |
CASH, END OF PERIOD | 419 | 159 |
Cash paid for interest | $ 142 | $ 3 |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation | 1. Basis of Presentation Semler Scientific, Inc., a Delaware corporation (“Semler” or “the Company”), prepared the unaudited interim financial statements included in this report in accordance with United States generally accepted accounting principles (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. As such, the information included in this quarterly report on Form 10-Q should be read in conjunction with the audited financial statements and notes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 2017 filed with the SEC on March 8, 2018 (the “Annual Report”). In the opinion of management, these financial statements include all adjustments (consisting of normal recurring adjustments) necessary for a fair statement of the financial position, results of operations and cash flows for the periods presented. The results of operations for the interim periods shown in this report are not necessarily indicative of the results that may be expected for any future period, including the full year. Recently Issued Accounting Pronouncements Accounting Pronouncements Recently Adopted In November 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No. 2015-17, Balance Sheet Classification of Deferred Taxes, to reduce complexity and simplify the reporting of deferred income tax liabilities and assets. The amendments in this update require that all deferred tax liabilities and assets be classified as noncurrent in a classified balance sheet. The current requirement that deferred tax liabilities and assets of a tax-paying component of an entity be offset and presented as a single amount is not affected by the amendment of this Update. This standard is effective for the Company’s annual periods beginning after December 15, 2017 and interim periods within annual periods beginning after December 15, 2018, with earlier application permitted. The Company adopted the new standard in the first quarter of 2018. The Company maintains full valuation allowances on all deferred tax balances, and therefore, the adoption of this standard did not have a material impact on its financial statements. In May 2017, the FASB issued ASU No. 2017-09, Compensation—Stock Compensation (Topic 718) — Scope of Modification Accounting. This ASU requires modification accounting for a change in terms or conditions of a share-based payment award only if the fair value, the vesting condition, or the classification of the award (as liability or equity) changes as a result of the changes in terms or conditions. The amendments, which are to be applied prospectively to modifications after adoption, are effective for the Company's annual periods beginning after December 15, 2017, with early adoption permitted. The Company adopted the new standard in the first quarter of 2018 and it did not have a material effect on the Company's financial position or results of operations. Accounting Pronouncements Not Yet Adopted In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers. The amendment in this ASU provides guidance on the revenue recognition to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The core principle of this update provides guidance to identify the performance obligations under the contract(s) with a customer and how to allocate the transaction price to the performance obligations in the contract. It further provides guidance to recognize revenue when (or as) the entity satisfies a performance obligation. This standard will replace most existing revenue recognition guidance. On August 8, 2015, the FASB issued ASU 2015-14, which defers the effective date of ASU No. 2014-09 by one year, and permits early adoption as long as the adoption date is not before the original public entity effective date. This standard is effective for the Company’s year ending December 31, 2019 with early adoption permitted for the year ended December 31, 2017. Since the issuance of ASU 2014-09, the FASB has issued several amendments which clarify certain points, including ASU 2016-08, Principal versus Agent Considerations (Reporting Revenue Gross versus Net), ASU 2016-10, Identifying Performance Obligations and Licensing, ASU 2016-11, Rescission of SEC Guidance Because of Accounting Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 Emerging Issues Task Force Meeting, and ASU 2016-12, Narrow-Scope Improvements and Practical Expedients, and ASU No. 2016-20, Technical Corrections and Improvements to Topic 606. The updated revenue standard allows two methods of adoption: (1) retrospectively to each prior period presented (“full retrospective method”), or (2) retrospectively with the cumulative effect recognized in retained earnings as of the date of adoption ("modified retrospective method"). The new standard further requires new disclosures about contracts with customers, including the significant judgments the company has made when applying the guidance. The Company will adopt the new standard effective January 1, 2019, using the modified retrospective transition method. The Company is currently evaluating the impact that this new standard will have on its financial statements. In January 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) ("ASU No. 2016-02"). Under the new guidance in ASU No. 2016-02, lessees will be required to recognize the following for all leases (with the exception of short-term leases) at the commencement date: 1) A lease liability, which is a lessee‘s obligation to make lease payments arising from a lease, measured on a discounted basis; and 2) A right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. Under the new guidance, lessor accounting is largely unchanged, however, certain targeted improvements were made. ASU No. 2016-02 also simplifies the accounting for sale and leaseback transactions. Lessees (for capital and operating leases) and lessors (for sales-type, direct financing, and operating leases) must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. Lessees and lessors may not apply a full retrospective transition approach. The new standard also requires expanded disclosures regarding leasing arrangements. This standard is effective for the Company’s annual periods beginning after December 15, 2019, including interim periods within those fiscal years. The Company will adopt the new standard in the first quarter of fiscal year 2020. The Company is currently evaluating the impact that this new standard will have on its financial statements. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). This ASU requires timelier recording of credit losses on loans and other financial instruments held. Instead of reserves based on a current probability analysis, ASU 2016-13 requires the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. All organizations will now use forward-looking information to better inform their credit loss estimates. ASU 2016-13 requires enhanced disclosures regarding significant estimates and judgments used in estimating credit losses, as well as the credit quality and underwriting standards of an organization’s portfolio. These disclosures include qualitative and quantitative requirements that provide information about the amounts recorded in the financial statements. In addition, ASU 2016-13 amends the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration. This standard is effective for the Company’s fiscal years beginning after December 15, 2020. The Company will adopt the new standard in fiscal year 2021. The Company is currently evaluating the effect the new standard will have on its financial statements. |
Going Concern
Going Concern | 3 Months Ended |
Mar. 31, 2018 | |
Going Concern [Abstract] | |
Going Concern | 2. Going Concern From inception through the third quarter of 2017, the Company incurred recurring losses as a result of costs and expenses related to the Company’s marketing and other promotional activities, and continued research and development of its products. The Company generated a net profit in the three months ended March 31, 2018. As of March 31, 2018, the Company has negative working capital of $2,752, cash of $419 and stockholders’ deficit of $1,524. The Company’s principal sources of cash have included the issuance of equity securities, to a lesser extent, borrowings under loan agreements and revenues from leasing its products. To increase revenues, the Company’s operating expenses will continue to grow and, as a result, the Company will need to generate significant additional revenues to maintain profitability. The Company’s financial statements as of March 31, 2018 have been prepared under the assumption that the Company will continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to attain further operating efficiencies and, ultimately, to generate additional revenues or raise additional capital. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. The Company can give no assurances that additional revenues that the Company may be able to generate nor any additional capital that the Company is able to obtain, if any, will be sufficient to meet the Company’s needs. The foregoing conditions raise substantial doubt about the Company’s ability to continue as a going concern. |
Assets for Lease, net
Assets for Lease, net | 3 Months Ended |
Mar. 31, 2018 | |
Leases, Capital [Abstract] | |
Assets for Lease, net | 3. Assets for Lease, net Assets for lease consist of the following: March 31, December 31, Assets for lease $ 1,804 $ 1,847 Less: accumulated depreciation (765 ) (700 ) Assets for lease, net $ 1,039 $ 1,147 Depreciation expense amounted to $97 and $87 for the three months ended March 31, 2018 and March 31, 2017, respectively. Reduction to accumulated depreciation for returned items was $33 and $49 for the three months ended March 31, 2018 and March 31, 2017, respectively. The Company recognized a loss on disposal of assets for lease in the amount of $69 and $88 for the three months ended March 31, 2018 and 2017, respectively. |
Property and Equipment, net
Property and Equipment, net | 3 Months Ended |
Mar. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, net | 4. Property and Equipment, net Capital assets consist of the following: March 31, December 31, Capital assets $ 356 $ 322 Less: accumulated depreciation (153 ) (129 ) Capital assets, net $ 203 $ 193 Depreciation expense amounted to $24 and $47 for the three months ended March 31, 2018 and 2017, respectively. |
Accrued Expenses
Accrued Expenses | 3 Months Ended |
Mar. 31, 2018 | |
Accrued Liabilities, Current [Abstract] | |
Accrued Expenses | 5. Accrued Expenses Accrued expenses consist of the following: March 31, December 31, Compensation (1) $ 2,019 $ 2,275 Board of directors fees (2) 96 148 Miscellaneous accruals 169 247 Total accrued expenses $ 2,284 $ 2,670 ____________________ 1. The balance of accrued compensation includes normal accruals for commissions, bonuses, paid time off and other accrued payroll items. In addition, three employees, including the Company’s Chief Executive Officer (“CEO”), agreed to further defer amounts accrued to them as of December 31, 2017. The Company agreed to further delay and continue to accrue these amounts and increase the balance owed by 1% per month beginning January 1, 2017 to no later than January 31, 2019. As of March 31, 2018, the balance of these deferred amounts plus additional 1% accruals was $805. 2. Two members of the Company’s board of directors agreed to further defer fees earned from August 2016 to July 2017. The Company agreed to further delay and continue to accrue these amounts and increase the balance owed by 1% per month beginning January 1, 2018 to no later than January 1, 2019. |
Concentration of Credit Risk
Concentration of Credit Risk | 3 Months Ended |
Mar. 31, 2018 | |
Risks and Uncertainties [Abstract] | |
Concentration of Credit Risk | 6. Concentration of Credit Risk Credit risk is the risk of loss from amounts owed by the financial counterparties. Credit risk can occur at multiple levels; as a result of broad economic conditions, challenges within specific sectors of the economy, or from issues affecting individual companies. Financial instruments that potentially subject the Company to credit risk consist of cash and accounts receivable. The Company maintains cash with major financial institutions. The Company’s cash consists of bank deposits held with banks that, at times, exceed federally insured limits. The Company limits its credit risk by dealing with counterparties that are considered to be of high credit quality and by performing periodic evaluations of the relative credit standing of these financial institutions. Concentration of credit risk with respect to accounts receivable is limited due to the large number of customers comprising the payer base. Management periodically monitors the creditworthiness of its customers and believes that it has adequately provided for any exposure to potential credit loss. For the three months ended March 31, 2017, two customers accounted for 48.5% and 18.2% of the Company’s revenue. As of March 31, 2017, two customers accounted for 53.9% and 19.2% of the Company’s accounts receivable. For the three months ended March 31, 2018, two customers accounted for 58.2% and 11.9% of the Company’s revenue. As of March 31, 2018, three customers accounted for 51.7%, 19.8% and 15.1% of the Company’s accounts receivable. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 7. Commitments and Contingencies Facilities Leases The Company recognized facilities lease expenses of $17 and $17 for the three months ended March 31, 2018 and 2017, respectively. On September 23, 2014, the Company entered into a 36-month lease agreement for office space for the sales and marketing team located in Menlo Park, CA. The lease term commenced February 1, 2015 and was effective through January 31, 2018. Payments required under the terms of the lease were $17.0 per month from February 2015 to January 2016, $17.5 per month from February 2016 to January 2017, and $18.0 per month from February 2017 to January 2018. The Company anticipates no future lease payments for the year ended December 31, 2018. On July 15, 2015, the Company entered into a 30-month sublease agreement for the Menlo Park office space, which commenced August 1, 2015 and was effective through the term of the lease, January 31, 2018. Payments required to the Company under the terms of the sublease were $15.5 per month from August 2015 to July 2016, $16.0 per month from August 2016 to July 2017, and $16.5 per month from August 2017 to January 2018. The Company anticipates receipt of no future payments for the year ended December 31, 2018. Loans Payable March 31, 2018 December 31, 2017 Lender Long-term Short-term Long-term Short-term Loans from Related Parties Chang Family Trust $ 1,171 $ 1,126 Chang Family Trust 536 516 Glen J. Krevlin 250 $ 250 Other Loans Accredited Investor - 700 Accredited Investor 160 160 Accredited Investor 80 80 Ascentium Capital, LLC 15 22 Ascentium Capital, LLC $ 9 27 16 26 Royal Bank America Leasing, L.P. 6 28 Ascentium Capital, LLC 7 11 10 11 Total 16 2,256 1,668 1,277 Debt Discounts - (10 ) - (22 ) Total, net of debt discounts $ 16 $ 2,246 $ 1,668 $ 1,255 Loans from Related Parties On January 15, 2016, the Company entered into a loan agreement with the Chang Family Trust, one of its significant stockholders. Pursuant to the loan agreement, the Company obtained a $1,000 unsecured loan, which initially had a 24-month term, at a fixed interest rate of 10% per annum. Under the loan agreement, the Company will pay $1,000 of principal plus all accrued and unpaid interest at maturity. The Company may prepay the notes at any time prior to maturity without penalty. The notes must be repaid prior to maturity in the event of default, and the Company agreed not to incur additional indebtedness in excess of $50 without the lender’s prior consent, which is not to be unreasonably withheld. In connection therewith, the Company issued the Chang Family Trust a two-year warrant to purchase 114,286 shares of its common stock at an exercise price of $1.75 per share. The relative fair value of this warrant was recorded as a debt discount on the Company’s balance sheet and partially offsets the total balance due for loans payable. The warrants were exercised in full in December 2017 and are no longer outstanding. As of the date of this filing, the Company is in compliance with all terms of this loan. On January 21, 2016, the Company entered into a second loan agreement with the Chang Family Trust. Pursuant to this loan agreement, the Company obtained a $500 unsecured loan, which initially had a 24-month term at a fixed interest rate of 5% per annum. Under this loan agreement, the Company will pay $500 of principal plus all accrued and unpaid interest at maturity. The Company may prepay the notes at any time prior to maturity without penalty. The notes must be repaid prior to maturity in the event of default, and the Company agreed not to incur additional indebtedness in excess of $50 without the lender’s prior consent, which is not to be unreasonably withheld. In connection therewith, the Company issued the Chang Family Trust a two-year warrant to purchase 114,286 shares of its common stock at an exercise price of $1.75 per share. The relative fair value of this warrant was recorded as a debt discount on the Company’s balance sheet and partially offsets the total balance due for loans payable. The warrants were exercised in full in December 2017 and are no longer outstanding. As of the date of this filing, the Company is in compliance with all terms of this loan. On May 2, 2017, the Company entered into an amendment regarding the outstanding promissory notes and warrants issued in January 2016 to the Chang Family Trust. As amended, the maturity date for each note has now been extended by 12 months to January 2019, and the interest rate on the $500 note has been increased to 10.0% per annum for the final 12 months of its term. In each case, interest will accrue on the unpaid principal and accrued interest as of the original two-year maturity date in the final year term of the notes. The other terms of the notes remain unchanged. Additionally, as issued, the warrants were not exercisable, absent receipt of stockholder approval, if after such exercise the holder would be the beneficial owner of more than 19.99% of the Company’s common stock. This condition was removed by the amendments, and accordingly, stockholder approval is no longer required. In connection with the foregoing amendment, the Company issued the Chang Family Trust a warrant to purchase 134,616 shares of its common stock at an exercise price of $2.60 per share. In accordance with FASB ASC 815, these warrants were classified within permanent equity. The warrant expires January 21, 2022, three years after the latest maturity date of the promissory notes, as amended. As part of the amendment, the fair value of the warrants were considered in the calculation when determining whether this amendment resulted in a modification or extinguishment of the original loans in accordance with FASB ASC 470, the Company recorded the amendment as an extinguishment of the original loans which resulted in a loss on extinguishment of $179 as recorded in the statements of operations. On November 21, 2016, the Company entered into a loan agreement with Glen J. Krevlin, one of its significant stockholders. Pursuant to the loan agreement, the Company obtained a $250 unsecured loan for a 24-month term at a fixed interest rate of 10% per annum. Under the loan agreement, the Company will pay $250 of principal plus all accrued but unpaid interest at maturity. The notes may be prepaid at any time prior to maturity without penalty. The notes must be repaid prior to maturity in the event of default. In connection therewith, the Company issued the accredited investor a two-year warrant to purchase 28,378 shares of common stock at an exercise price of $1.85 per share. The warrants were not able to be exercised absent receipt of stockholder approval if after such exercise the holder would be the beneficial owner of more than 9.99% of the Company’s common stock. The relative fair value of this warrant was recorded as a debt discount on the Company’s balance sheet and partially offsets the total balance due for loans payable. As of the date of this filing, the Company is in compliance with all terms of this loan, and the warrants were exercised in full in January 2018. Other Loans On March 31, 2016, the Company entered into a loan agreement with an accredited investor. Pursuant to the loan agreement, the Company obtained a $700 unsecured loan for a 24-month term at a fixed interest rate of 10% per annum. Under the loan agreement, the Company will pay $700 of principal plus all accrued but unpaid interest at maturity. The notes may be prepaid at any time prior to maturity without penalty. The notes must be repaid prior to maturity in the event of default. In connection therewith, the Company issued the accredited investor a two-year warrant to purchase 79,459 shares of common stock at an exercise price of $1.85 per share. The warrants were not able to be exercised absent receipt of stockholder approval if after such exercise the holder would be the beneficial owner of more than 4.99% of the Company’s common stock. The relative fair value of this warrant was recorded as a debt discount on the Company’s balance sheet and partially offsets the total balance due for loans payable. The warrants were exercised in full in November 2017. During the quarter ended March 31, 2018, the Company has paid this loan and all associated interest in full. On April 5, 2016, the Company entered into a loan agreement with an accredited investor. Pursuant to the loan agreement, the Company obtained a $160 unsecured loan for a 24-month term at a fixed interest rate of 10% per annum. Under the loan agreement, the Company will pay $160 of principal plus all accrued but unpaid interest at maturity. The notes may be prepaid at any time prior to maturity without penalty. The notes must be repaid prior to maturity in the event of default. In connection therewith, the Company issued the accredited investor a two-year warrant to purchase 18,162 shares of common stock at an exercise price of $1.85 per share. The warrants may not be exercised absent receipt of stockholder approval if after such exercise the holder would be the beneficial owner of more than 4.99% of the Company’s common stock. The relative fair value of this warrant was recorded as a debt discount on the Company’s balance sheet and partially offsets the total balance due for loans payable. The warrants were partially exercised in November 2017, and the remainder were exercised in full in December 2017. As of the date of this filing, the Company has paid this loan and all associated interest in full. On May 20, 2016, the Company entered into a loan agreement with an accredited investor. Pursuant to the loan agreement, the Company obtained a $80 unsecured loan for a 24-month term at a fixed interest rate of 10% per annum. Under the loan agreement, the Company will pay $80 of principal plus all accrued but unpaid interest at maturity. The notes may be prepaid at any time prior to maturity without penalty. The notes must be repaid prior to maturity in the event of default. In connection therewith, the Company issued the accredited investor a two-year warrant to purchase 9,081 shares of common stock at an exercise price of $1.85 per share. The warrants may not be exercised absent receipt of stockholder approval if after such exercise the holder would be the beneficial owner of more than 4.99% of the Company’s common stock. The relative fair value of this warrant was recorded as a debt discount on the Company’s balance sheet and partially offsets the total balance due for loans payable. The warrants were partially exercised in December 2017 for an aggregate of 7,323 shares of our common stock with the remainder being exercised in March 2018. As of the date of this filing, the Company is in compliance with all terms of this loan. The Company uses the Black-Scholes pricing model to determine the fair value of warrants. The fair value of each warrant is estimated on the date of grant. There were no warrants issued during the three months ended March 31, 2018 or during the three months ended March 31, 2017. On July 1, 2016, the Company entered into a software license financing agreement with Ascentium Capital, LLC. Pursuant to the agreement, the Company obtained a $39 loan for a 12-month term at a fixed interest rate of 8.9% per annum. to finance its upfront software licensing fee. The Company has no obligation to make any payments during the first three months, and agreed to pay $4.6 of principal and accrued interest for each of the last 9 months of the term. The loan may be prepaid at any time prior to maturity without penalty. The agreement provides for customary events of default. The Company repaid this loan in full at maturity and it is no longer outstanding. On July 8, 2016, the Company entered into an additional software license financing agreement with Ascentium Capital, LLC. Pursuant to the agreement, the Company obtained a $74 loan for a 36-month term at a fixed interest rate of 8.9% per annum. Under the loan agreement, the Company agreed to make monthly payments of $2.4 of principal and accrued interest. The loan may be prepaid at any time prior to maturity without penalty. The agreement provides for customary events of default. As of the date of this filing, the Company is in compliance with all terms of this loan. On July 11, 2016, the Company entered into a secured equipment financing agreement with Royal Bank America Leasing, L.P. Pursuant to the agreement, the Company obtained a $140 loan for a 36-month term at a fixed interest rate of 7.3% per annum, which is secured by related equipment. The loan is to be disbursed in three installments. The first installment was for $37. The second installment for $47 will be disbursed in July 2017, and the third installment for $56 will be disbursed in July 2018. Under the loan agreement, the Company will pay $3.5 of principal and accrued interest for each of the first 12 months (July 2016 through July 2017), $4.4 of principal and accrued interest for each of months 13-24 (July 2017 through July 2018), and $5.3 of principal and accrued interest for each of months 25-36 (July 2018 through July 2019). The loan may be prepaid at any time only in accordance with the agreement. The agreement provides for customary events of default. As of the date of this filing, the Company is in compliance with all terms of this loan. On October 2, 2016, the Company entered into a secured equipment financing agreement with Ascentium Capital, LLC. Pursuant to the agreement, the Company obtained a $33 loan for a 36-month term at a fixed interest rate of 9.1% per annum. Under the loan agreement, the Company agreed to make monthly payments of $1.0 of principal and accrued interest. The loan may be prepaid at any time prior to maturity without penalty. The agreement provides for customary events of default. As of the date of this filing, the Company is in compliance with all terms of this loan. On April 1, 2017, the Company entered into a software license financing agreement with Ascentium Capital, LLC. Pursuant to the agreement, the Company obtained a $63 loan for a 12-month term at a fixed interest rate of 10.3% per annum to finance its upfront software licensing fee. The Company agreed to pay $5.6 of principal and accrued interest for each month of the term. The loan may be prepaid at any time prior to maturity without penalty. The agreement provides for customary events of default. In April 2018, the Company repaid this loan and it is no longer outstanding. For the three months ended March 31, 2018 and 2017, interest expense was $106 and $116, respectively, which included amortization of the debt discount of $13 and $51, respectively. Indemnification Obligations The Company enters into agreements with customers, partners, lenders, consultants, lessors, contractors, sales representatives and parties to certain transactions in the ordinary course of the Company’s business. These agreements may require the Company to indemnify the other party against third party claims alleging that its product infringes a patent or copyright. Certain of these agreements require the Company to indemnify the other party against losses arising from: a breach of representations or covenants, claims relating to property damage, personal injury or acts or omissions of the Company, its employees, agents or representatives. The Company has also agreed to indemnify the directors and certain of the officers and employees in accordance with the by-laws of the Company. These indemnification provisions will vary based upon the nature and terms of the agreements. In many cases, these indemnification provisions do not contain limits on the Company’s liability, and the occurrence of contingent events that will trigger payment under these indemnities is difficult to predict. As a result, the Company cannot estimate its potential liability under these indemnities. The Company believes that the likelihood of conditions arising that would trigger these indemnities is remote and, historically, the Company had not made any significant payment under such indemnification provisions. Accordingly, the Company has not recorded any liabilities relating to these agreements. In certain cases, the Company has recourse against third parties with respect to the aforesaid indemnities, and the Company believes it maintains adequate levels of insurance coverage to protect the Company with respect to potential claims arising from such agreements. |
Stock Option Plan
Stock Option Plan | 3 Months Ended |
Mar. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock Option Plan | 8. Stock Option Plan The Company’s stock-based compensation program is designed to attract and retain employees while also aligning employees' interests with the interests of its stockholders. Stock options have been granted to employees under the stockholder-approved 2007 Key Person Stock Option Plan (“2007 Plan”) or the stockholder-approved 2014 Stock Incentive Plan (“2014 Plan”). Stockholder approval of the 2014 Plan became effective in September 2014. The 2014 Plan originally provided that the aggregate number of shares of common stock that may be issued pursuant to awards granted under the 2014 Plan may not exceed 450,000 shares (the “Share Reserve”), however in October 2015, the stockholders approved a 1,500,000 increase to the Share Reserve. In addition, the Share Reserve automatically increases on January 1st of each year, for a period of not more than 10 years, beginning on January 1st of the year following the year in which the 2014 Plan became effective and ending on (and including) January 1, 2024, in an amount equal to 4%d of the total number of shares of common stock outstanding on December 31st of the preceding calendar year. The Company’s Board of Directors may act prior to January 1st of a given year to provide that there will be no January 1st increase in the Share Reserve for such year or that the increase in the Share Reserve for such year will be a lesser number of shares of common stock than would otherwise occur. On January 1, 2015, the Share Reserve increased by 188,640 shares due to the automatic 4% increase. On January 1, 2016, the Share Reserve increased by 204,943 shares due to the automatic 4% increase. On January 1, 2017, the Share Reserve increased by 204,943 shares due to the automatic 4% increase. On January 1, 2018, the Share Reserve increased by 235,090 shares due to the automatic 4% increase. The Share Reserve is currently 2,783,616 shares for the quarter ending March 31, 2018. In light of stockholder approval of the 2014 Plan, the Company no longer grants equity awards under the 2007 Plan. As of March 31, 2018, 0 shares of an aggregate total of 407,500 shares were available for future stock-based compensation grants under the 2007 Plan and 986,860 shares of an aggregate total of 2,783,616 shares were available for future stock-based compensation grants under the 2014 Plan. Aggregate intrinsic value represents the difference between the closing market value as of March 31, 2018 of the underlying common stock and the exercise price of outstanding, in-the-money options. A summary of the Company’s stock option activity and related information for the three months ended March 31, 2018 is as follows: Options Outstanding Number of Weighted Weighted Aggregate Balance, January 1, 2018 1,855,138 $ 2.69 7.48 $ 9,850 Options granted 135,000 8.00 Options exercised (34,615 ) 2.74 Options forfeited/canceled (5,933 ) 3.48 Balance, March 31, 2018 1,949,590 $ 3.05 7.42 $ 11,103 Exercisable as of March 31, 2018 1,529,794 $ 2.75 7.11 $ 9,174 The total compensation cost related to unvested stock option awards not yet recognized was $1,265 as of March 31, 2018. The weighted average period over which the total unrecognized compensation cost related to these unvested stock awards will be recognized is 2.49 years. The estimated fair value of option shares vested during the quarters ended March 31, 2018 and 2017 was $208 and $78, respectively. The weighted average fair value of options granted during the quarters ended March 31, 2018 and 2017 was $5.97 and $1.52 per share, respectively, or an aggregate grant date fair value of $806 and $258, respectively On January 2, 2018 the Compensation Committee of the Company’s Board of Directors granted, and the full Board ratified, an option to acquire an aggregate of 125,000 shares under the 2014 Plan to the Company’s CEO. This option vests 25% on the one-year anniversary of the grant date and monthly thereafter for 36 months, such that the option is vested in full on the four-year anniversary of the grant date. On January 2, 2018 the Company’s Compensation Committee granted, and the full Board ratified, options to each of the then-seated non-employee Directors to acquire 5,000 shares, for an aggregate of 10,000 shares, under the 2014 Plan. These options vest on the one-year anniversary of their grant date. On February 28, 2018 the Compensation Committee of the Company’s Board of Directors accelerated the vesting on stock options issued to consultants such that all unvested shares were vested on that date. This resulted in a one-time expense of $39 during the quarter ended March 31, 2018. Determining the Fair Value of Stock Options The Company uses the Black-Scholes pricing model to determine the fair value of stock options. The fair value of each option grant is estimated on the date of the grant. The following assumptions for the periods presented were: Three months ended 2018 2017 Expected term (in years) 5 5 Risk-free interest rate 2.2 % 1.95 – 2.02 % Expected volatility 0.99 % 1.04 – 1.06 % Expected dividend rate. 0 % 0 % The assumptions are based on the following for each of the periods presented: Valuation Method Expected Term Volatility Risk-free Interest Rate Expected Dividend Forfeiture The Company has recorded an expense of $193 and $78 as it relates to stock-based compensation for the three months ended March 31, 2018 and 2017, respectively: Three months ended March 31, 2018 2017 Cost of Revenue $ 1 $ 1 Engineering and Product Development 8 12 Sales and Marketing 29 21 General and Administrative 155 44 Total $ 193 $ 78 |
Net Income (Loss) Per Share, Ba
Net Income (Loss) Per Share, Basic and Diluted | 3 Months Ended |
Mar. 31, 2018 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Share, Basic and Diluted | 9. Net Income (Loss) Per Share, Basic and Diluted Basic earnings (loss) per share (“EPS”) represent net income (loss) attributable to common shareholders divided by the weighted average number of common shares outstanding during the measurement period. Diluted EPS represents net income attributable to common shareholders divided by the weighted average number of common shares outstanding during the measurement period while also giving effect to all potentially dilutive common shares that were outstanding during the period using the treasury stock method. Basic and diluted net EPS is calculated as follows: Three months ended March 31, 2018 2017 Shares Net Income EPS Shares Net Income EPS Basic EPS 5,924,701 $ 706 $ 0.12 5,231,208 $ (871 ) $ (0.17 ) Common stock warrants 225,154 - - - Common stock options 1,130,637 - - - Diluted EPS 7,280,492 $ 706 $ 0.10 5,231,208 $ (871 ) $ (0.17 ) The following weighted average shares outstanding of common stock equivalents were excluded from the computation of diluted net loss per share for the quarters ended March 31, 2018 and 2017 because including them would have been anti-dilutive: Three months ended March 31, Weighted average shares outstanding: 2018 2017 Common stock warrants 71,500 751,366 Common stock options 135,000 2,044,184 Total 206,500 2,795,550 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | 10. Subsequent Events None |
Summary of Significant Accounti
Summary of Significant Accounting Policies and Estimates (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation Semler Scientific, Inc., a Delaware corporation (“Semler” or “the Company”), prepared the unaudited interim financial statements included in this report in accordance with United States generally accepted accounting principles (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. As such, the information included in this quarterly report on Form 10-Q should be read in conjunction with the audited financial statements and notes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 2017 filed with the SEC on March 8, 2018 (the “Annual Report”). In the opinion of management, these financial statements include all adjustments (consisting of normal recurring adjustments) necessary for a fair statement of the financial position, results of operations and cash flows for the periods presented. The results of operations for the interim periods shown in this report are not necessarily indicative of the results that may be expected for any future period, including the full year. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements Accounting Pronouncements Recently Adopted In November 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No. 2015-17, Balance Sheet Classification of Deferred Taxes, to reduce complexity and simplify the reporting of deferred income tax liabilities and assets. The amendments in this update require that all deferred tax liabilities and assets be classified as noncurrent in a classified balance sheet. The current requirement that deferred tax liabilities and assets of a tax-paying component of an entity be offset and presented as a single amount is not affected by the amendment of this Update. This standard is effective for the Company’s annual periods beginning after December 15, 2017 and interim periods within annual periods beginning after December 15, 2018, with earlier application permitted. The Company adopted the new standard in the first quarter of 2018. The Company maintains full valuation allowances on all deferred tax balances, and therefore, the adoption of this standard did not have a material impact on its financial statements. In May 2017, the FASB issued ASU No. 2017-09, Compensation—Stock Compensation (Topic 718) — Scope of Modification Accounting. This ASU requires modification accounting for a change in terms or conditions of a share-based payment award only if the fair value, the vesting condition, or the classification of the award (as liability or equity) changes as a result of the changes in terms or conditions. The amendments, which are to be applied prospectively to modifications after adoption, are effective for the Company's annual periods beginning after December 15, 2017, with early adoption permitted. The Company adopted the new standard in the first quarter of 2018 and it did not have a material effect on the Company's financial position or results of operations. Accounting Pronouncements Not Yet Adopted In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers. The amendment in this ASU provides guidance on the revenue recognition to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The core principle of this update provides guidance to identify the performance obligations under the contract(s) with a customer and how to allocate the transaction price to the performance obligations in the contract. It further provides guidance to recognize revenue when (or as) the entity satisfies a performance obligation. This standard will replace most existing revenue recognition guidance. On August 8, 2015, the FASB issued ASU 2015-14, which defers the effective date of ASU No. 2014-09 by one year, and permits early adoption as long as the adoption date is not before the original public entity effective date. This standard is effective for the Company’s year ending December 31, 2019 with early adoption permitted for the year ended December 31, 2017. Since the issuance of ASU 2014-09, the FASB has issued several amendments which clarify certain points, including ASU 2016-08, Principal versus Agent Considerations (Reporting Revenue Gross versus Net), ASU 2016-10, Identifying Performance Obligations and Licensing, ASU 2016-11, Rescission of SEC Guidance Because of Accounting Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 Emerging Issues Task Force Meeting, and ASU 2016-12, Narrow-Scope Improvements and Practical Expedients, and ASU No. 2016-20, Technical Corrections and Improvements to Topic 606. The updated revenue standard allows two methods of adoption: (1) retrospectively to each prior period presented (“full retrospective method”), or (2) retrospectively with the cumulative effect recognized in retained earnings as of the date of adoption ("modified retrospective method"). The new standard further requires new disclosures about contracts with customers, including the significant judgments the company has made when applying the guidance. The Company will adopt the new standard effective January 1, 2019, using the modified retrospective transition method. The Company is currently evaluating the impact that this new standard will have on its financial statements. In January 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) ("ASU No. 2016-02"). Under the new guidance in ASU No. 2016-02, lessees will be required to recognize the following for all leases (with the exception of short-term leases) at the commencement date: 1) A lease liability, which is a lessee‘s obligation to make lease payments arising from a lease, measured on a discounted basis; and 2) A right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. Under the new guidance, lessor accounting is largely unchanged, however, certain targeted improvements were made. ASU No. 2016-02 also simplifies the accounting for sale and leaseback transactions. Lessees (for capital and operating leases) and lessors (for sales-type, direct financing, and operating leases) must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. Lessees and lessors may not apply a full retrospective transition approach. The new standard also requires expanded disclosures regarding leasing arrangements. This standard is effective for the Company’s annual periods beginning after December 15, 2019, including interim periods within those fiscal years. The Company will adopt the new standard in the first quarter of fiscal year 2020. The Company is currently evaluating the impact that this new standard will have on its financial statements. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). This ASU requires timelier recording of credit losses on loans and other financial instruments held. Instead of reserves based on a current probability analysis, ASU 2016-13 requires the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. All organizations will now use forward-looking information to better inform their credit loss estimates. ASU 2016-13 requires enhanced disclosures regarding significant estimates and judgments used in estimating credit losses, as well as the credit quality and underwriting standards of an organization’s portfolio. These disclosures include qualitative and quantitative requirements that provide information about the amounts recorded in the financial statements. In addition, ASU 2016-13 amends the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration. This standard is effective for the Company’s fiscal years beginning after December 15, 2020. The Company will adopt the new standard in fiscal year 2021. The Company is currently evaluating the effect the new standard will have on its financial statements. |
Assets for Lease, net (Tables)
Assets for Lease, net (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Leases, Capital [Abstract] | |
Schedule of assets for lease | March 31, December 31, Assets for lease $ 1,804 $ 1,847 Less: accumulated depreciation (765 ) (700 ) Assets for lease, net $ 1,039 $ 1,147 |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment, net | March 31, December 31, Capital assets $ 356 $ 322 Less: accumulated depreciation (153 ) (129 ) Capital assets, net $ 203 $ 193 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Accrued Liabilities, Current [Abstract] | |
Schedule of accrued expenses | March 31, December 31, Compensation (1) $ 2,019 $ 2,275 Board of directors fees (2) 96 148 Miscellaneous accruals 169 247 Total accrued expenses $ 2,284 $ 2,670 ____________________ 1. The balance of accrued compensation includes normal accruals for commissions, bonuses, paid time off and other accrued payroll items. In addition, three employees, including the Company’s Chief Executive Officer (“CEO”), agreed to further defer amounts accrued to them as of December 31, 2017. The Company agreed to further delay and continue to accrue these amounts and increase the balance owed by 1% per month beginning January 1, 2017 to no later than January 31, 2019. As of March 31, 2018, the balance of these deferred amounts plus additional 1% accruals was $805. 2. Two members of the Company’s board of directors agreed to further defer fees earned from August 2016 to July 2017. The Company agreed to further delay and continue to accrue these amounts and increase the balance owed by 1% per month beginning January 1, 2018 to no later than January 1, 2019. |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of loans payable | March 31, 2018 December 31, 2017 Lender Long-term Short-term Long-term Short-term Loans from Related Parties Chang Family Trust $ 1,171 $ 1,126 Chang Family Trust 536 516 Glen J. Krevlin 250 $ 250 Other Loans Accredited Investor - 700 Accredited Investor 160 160 Accredited Investor 80 80 Ascentium Capital, LLC 15 22 Ascentium Capital, LLC $ 9 27 16 26 Royal Bank America Leasing, L.P. 6 28 Ascentium Capital, LLC 7 11 10 11 Total 16 2,256 1,668 1,277 Debt Discounts - (10 ) - (22 ) Total, net of debt discounts $ 16 $ 2,246 $ 1,668 $ 1,255 |
Stock Option Plan (Tables)
Stock Option Plan (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of stock option activity | Options Outstanding Number of Weighted Weighted Aggregate Balance, January 1, 2018 1,855,138 $ 2.69 7.48 $ 9,850 Options granted 135,000 8.00 Options exercised (34,615 ) 2.74 Options forfeited/canceled (5,933 ) 3.48 Balance, March 31, 2018 1,949,590 $ 3.05 7.42 $ 11,103 Exercisable as of March 31, 2018 1,529,794 $ 2.75 7.11 $ 9,174 |
Schedule of weighted-average Black-Scholes fair value assumptions | Three months ended 2018 2017 Expected term (in years) 5 5 Risk-free interest rate 2.2 % 1.95 – 2.02 % Expected volatility 0.99 % 1.04 – 1.06 % Expected dividend rate. 0 % 0 % |
Schedule of stock-based compensation | Three months ended March 31, 2018 2017 Cost of Revenue $ 1 $ 1 Engineering and Product Development 8 12 Sales and Marketing 29 21 General and Administrative 155 44 Total $ 193 $ 78 |
Net Income (Loss) Per Share, 22
Net Income (Loss) Per Share, Basic and Diluted (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of basic and diluted net EPS | Three months ended March 31, 2018 2017 Shares Net Income EPS Shares Net Income EPS Basic EPS 5,924,701 $ 706 $ 0.12 5,231,208 $ (871 ) $ (0.17 ) Common stock warrants 225,154 - - - Common stock options 1,130,637 - - - Diluted EPS 7,280,492 $ 706 $ 0.10 5,231,208 $ (871 ) $ (0.17 ) |
Schedule of weighted average shares outstanding excluded from the computation of diluted net loss per share | Three months ended March 31, Weighted average shares outstanding: 2018 2017 Common stock warrants 71,500 751,366 Common stock options 135,000 2,044,184 Total 206,500 2,795,550 |
Going Concern (Detail Textuals)
Going Concern (Detail Textuals) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2017 | Dec. 31, 2016 |
Going Concern [Abstract] | ||||
Working capital deficit | $ 2,752 | |||
Cash | 419 | $ 1,457 | $ 159 | $ 622 |
Stockholders' deficit | $ (1,524) | $ (2,583) |
Assets for Lease, net - Summary
Assets for Lease, net - Summary of assets for lease (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Leases, Capital [Abstract] | ||
Assets for lease | $ 1,804 | $ 1,847 |
Less: accumulated depreciation | (765) | (700) |
Assets for lease, net | $ 1,039 | $ 1,147 |
Assets for Lease, net (Detail T
Assets for Lease, net (Detail Textuals) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Leases, Capital [Abstract] | ||
Depreciation expense | $ 97 | $ 87 |
Reduction to accumulated depreciation for returned items | 33 | 49 |
Loss on disposal of assets for lease | $ (69) | $ (88) |
Property and Equipment, net (De
Property and Equipment, net (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Property, Plant and Equipment [Abstract] | ||
Capital assets | $ 356 | $ 322 |
Less: accumulated depreciation | (153) | (129) |
Capital assets, net | $ 203 | $ 193 |
Property and Equipment, net (27
Property and Equipment, net (Detail Textuals) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 24 | $ 47 |
Accrued Expenses - Summary of a
Accrued Expenses - Summary of accrued expenses (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 | |
Accrued Liabilities, Current [Abstract] | |||
Compensation | [1] | $ 2,019 | $ 2,275 |
Board of directors fees | [2] | 96 | 148 |
Miscellaneous accruals | 169 | 247 | |
Total accrued expenses | $ 2,284 | $ 2,670 | |
[1] | The balance of accrued compensation includes normal accruals for commissions, bonuses, paid time off and other accrued payroll items. In addition, three employees, including the Company's Chief Executive Officer ("CEO"), agreed to further defer amounts accrued to them as of December 31, 2017. The Company agreed to further delay and continue to accrue these amounts and increase the balance owed by 1% per month beginning January 1, 2017 to no later than January 31, 2019. As of March 31, 2018, the balance of these deferred amounts plus additional 1% accruals was $805. | ||
[2] | Two members of the Company's board of directors agreed to further defer fees earned from August 2016 to July 2017. The Company agreed to further delay and continue to accrue these amounts and increase the balance owed by 1% per month beginning January 1, 2018 to no later than January 1, 2019. |
Accrued Expenses (Detail Textua
Accrued Expenses (Detail Textuals) $ in Thousands | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Accrued Liabilities, Current [Abstract] | |
Deferred amounts plus additional 1% accruals | $ 805 |
Percentage increase in balance owed per month | 1.00% |
Concentration of Credit Risk (D
Concentration of Credit Risk (Detail Textuals) - Customer concentration risk - Customer | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Sales revenue | ||
Concentration Risk [Line Items] | ||
Number of customers | 2 | 2 |
Sales revenue | Customer one | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 58.20% | 48.50% |
Sales revenue | Customer two | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 11.90% | 18.20% |
Accounts receivable | ||
Concentration Risk [Line Items] | ||
Number of customers | 3 | 2 |
Accounts receivable | Customer one | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 51.70% | 53.90% |
Accounts receivable | Customer two | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 19.80% | 19.20% |
Accounts receivable | Customer three | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 15.10% |
Commitments and Contingencies31
Commitments and Contingencies (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | ||
Long-term, Total | $ 16 | $ 1,668 |
Long-term, Debt Discounts | 0 | 0 |
Long-term, Total, net of debt discounts | 16 | 1,668 |
Short-term, Total | 2,256 | 1,277 |
Short-term, Debt Discounts | (10) | (22) |
Short-term, Total, net of debt discounts | 2,246 | 1,255 |
Chang Family Trust | ||
Debt Instrument [Line Items] | ||
Long-term, Total | 1,126 | |
Short-term, Total | 1,171 | |
Chang Family Trust | ||
Debt Instrument [Line Items] | ||
Long-term, Total | 516 | |
Short-term, Total | 536 | |
Glen J. Krevlin | ||
Debt Instrument [Line Items] | ||
Short-term, Total | 250 | 250 |
Accredited investor | ||
Debt Instrument [Line Items] | ||
Short-term, Total | 0 | 700 |
Accredited Investor | ||
Debt Instrument [Line Items] | ||
Short-term, Total | 160 | 160 |
Accredited Investor | ||
Debt Instrument [Line Items] | ||
Short-term, Total | 80 | 80 |
Ascentium Capital, LLC | ||
Debt Instrument [Line Items] | ||
Short-term, Total | 15 | 22 |
Ascentium Capital, LLC | ||
Debt Instrument [Line Items] | ||
Long-term, Total | 9 | 16 |
Short-term, Total | 27 | 26 |
Royal Bank America Leasing, L.P. | ||
Debt Instrument [Line Items] | ||
Short-term, Total | 6 | 28 |
Ascentium Capital, LLC | ||
Debt Instrument [Line Items] | ||
Long-term, Total | 7 | 10 |
Short-term, Total | $ 11 | $ 11 |
Commitments and Contingencies32
Commitments and Contingencies (Detail Textuals) - USD ($) | Jul. 15, 2015 | Sep. 23, 2014 | Mar. 31, 2018 | Mar. 31, 2017 |
Property Subject to or Available for Operating Lease [Line Items] | ||||
Lease expense | $ 17,000 | $ 17,000 | ||
Lease Agreement | ||||
Property Subject to or Available for Operating Lease [Line Items] | ||||
Term specified for lease agreement | 36 months | |||
Lease Agreement | Lease term from February 2015 to January 2016 | ||||
Property Subject to or Available for Operating Lease [Line Items] | ||||
Payments required per month under terms of lease agreement | 17,000 | |||
Lease Agreement | Lease term from February 2016 to January 2017 | ||||
Property Subject to or Available for Operating Lease [Line Items] | ||||
Payments required per month under terms of lease agreement | 17,500 | |||
Lease Agreement | Lease term from February 2017 to January 2018 | ||||
Property Subject to or Available for Operating Lease [Line Items] | ||||
Payments required per month under terms of lease agreement | 18,000 | |||
Sub Lease Agreement | ||||
Property Subject to or Available for Operating Lease [Line Items] | ||||
Term specified for lease agreement | 30 months | |||
Sub Lease Agreement | Lease term from August 2015 to July 2016 | ||||
Property Subject to or Available for Operating Lease [Line Items] | ||||
Payments required per month under terms of lease agreement | 15,500 | |||
Sub Lease Agreement | Lease term from August 2016 to July 2017 | ||||
Property Subject to or Available for Operating Lease [Line Items] | ||||
Payments required per month under terms of lease agreement | 16,000 | |||
Sub Lease Agreement | August 2017 to January 2018 | ||||
Property Subject to or Available for Operating Lease [Line Items] | ||||
Payments required per month under terms of lease agreement | $ 16,500 |
Commitments and Contingencies33
Commitments and Contingencies (Detail Textuals 1) - USD ($) | May 02, 2017 | Apr. 01, 2017 | Oct. 02, 2016 | Jul. 11, 2016 | Jul. 08, 2016 | Jul. 01, 2016 | Apr. 05, 2016 | Jan. 15, 2016 | Nov. 21, 2016 | May 20, 2016 | Mar. 31, 2016 | Jan. 21, 2016 | Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 |
Commitments And Contingencies [Line Items] | |||||||||||||||
Number of warrant issued to purchase common stock | 7,323 | ||||||||||||||
Interest expense | $ 106,000 | $ 116,000 | |||||||||||||
Amortization of debt discount | $ 13,000 | $ 51,000 | |||||||||||||
Chang Family Trust | Promissory Notes | |||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||
Debt Instrument, Term | 2 years | ||||||||||||||
Loan rate of interest | 10.00% | ||||||||||||||
Number of warrant issued to purchase common stock | 134,616 | ||||||||||||||
Exercise price per warrants | $ 2.60 | ||||||||||||||
Minimum percentage holding required by holder to retain exercising rights | more than 19.99% | ||||||||||||||
Extended maturity of debt | 12 months | ||||||||||||||
Promissory note face value | $ 500,000 | ||||||||||||||
Loss on extinguishment of original loans | $ 179,000 | ||||||||||||||
Loan Agreement | Unsecured Debt | Fixed rate of interest 10% | Accredited investor | |||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||
Unsecured loan | $ 160,000 | $ 80,000 | $ 700,000 | ||||||||||||
Debt Instrument, Term | 24 months | 24 months | 24 months | ||||||||||||
Loan rate of interest | 10.00% | 10.00% | 10.00% | ||||||||||||
Loan principal and interest payment | $ 160,000 | $ 80,000 | $ 700,000 | ||||||||||||
Term of warrant | 2 years | 2 years | 2 years | ||||||||||||
Number of warrant issued to purchase common stock | 18,162 | 9,081 | 79,459 | ||||||||||||
Exercise price per warrants | $ 1.85 | $ 1.85 | $ 1.85 | ||||||||||||
Minimum percentage holding required by holder to retain exercising rights | more than 4.99% | more than 4.99% | more than 4.99% | ||||||||||||
Loan Agreement | Unsecured Debt | Fixed rate of interest 10% | Glen J. Krevlin | |||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||
Unsecured loan | $ 250,000 | ||||||||||||||
Debt Instrument, Term | 24 months | ||||||||||||||
Loan rate of interest | 10.00% | ||||||||||||||
Loan principal and interest payment | $ 250,000 | ||||||||||||||
Term of warrant | 2 years | ||||||||||||||
Number of warrant issued to purchase common stock | 28,378 | ||||||||||||||
Exercise price per warrants | $ 1.85 | ||||||||||||||
Minimum percentage holding required by holder to retain exercising rights | more than 9.99% | ||||||||||||||
Loan Agreement | Unsecured Debt | Fixed rate of interest 10% | Chang Family Trust | |||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||
Unsecured loan | $ 1,000,000 | ||||||||||||||
Debt Instrument, Term | 24 months | ||||||||||||||
Loan rate of interest | 10.00% | ||||||||||||||
Loan principal and interest payment | $ 1,000,000 | ||||||||||||||
Additional indebtedness limit | $ 50,000 | ||||||||||||||
Term of warrant | 2 years | ||||||||||||||
Number of warrant issued to purchase common stock | 114,286 | ||||||||||||||
Exercise price per warrants | $ 1.75 | ||||||||||||||
Loan Agreement | Unsecured Debt | Fixed rate of interest 5% | Chang Family Trust | |||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||
Unsecured loan | $ 500,000 | ||||||||||||||
Debt Instrument, Term | 24 months | ||||||||||||||
Loan rate of interest | 5.00% | ||||||||||||||
Loan principal and interest payment | $ 500,000 | ||||||||||||||
Additional indebtedness limit | $ 50,000 | ||||||||||||||
Term of warrant | 2 years | ||||||||||||||
Number of warrant issued to purchase common stock | 114,286 | ||||||||||||||
Exercise price per warrants | $ 1.75 | ||||||||||||||
Software license financing agreement | Ascentium Capital, LLC | |||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||
Secured Debt | $ 63,000 | ||||||||||||||
Debt Instrument, Term | 12 months | ||||||||||||||
Loan rate of interest | 10.30% | ||||||||||||||
Loan principal and interest payment | $ 5,600 | ||||||||||||||
Software license financing agreement | Fixed interest rate 8.9% | Ascentium Capital, LLC | |||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||
Unsecured loan | $ 74,000 | $ 39,000 | |||||||||||||
Debt Instrument, Term | 36 months | 12 months | |||||||||||||
Loan rate of interest | 8.90% | 8.90% | |||||||||||||
Loan principal and interest payment | $ 2,400 | $ 4,600 | |||||||||||||
Secured equipment financing agreement | Ascentium Capital, LLC | |||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||
Secured Debt | $ 33,000 | ||||||||||||||
Debt Instrument, Term | 36 months | ||||||||||||||
Loan rate of interest | 9.10% | ||||||||||||||
Loan principal and interest payment | $ 1,000 | ||||||||||||||
Secured equipment financing agreement | Fixed interest rate 7.3% | Royal Bank America Leasing, L.P. | |||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||
Unsecured loan | $ 140,000 | ||||||||||||||
Debt Instrument, Term | 36 months | ||||||||||||||
Loan rate of interest | 7.30% | ||||||||||||||
Secured equipment financing agreement | Fixed interest rate 7.3% | Royal Bank America Leasing, L.P. | First installment | |||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||
Loan principal and interest payment | $ 37,000 | ||||||||||||||
Secured equipment financing agreement | Fixed interest rate 7.3% | Royal Bank America Leasing, L.P. | Second installment | |||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||
Loan principal and interest payment | 47,000 | ||||||||||||||
Secured equipment financing agreement | Fixed interest rate 7.3% | Royal Bank America Leasing, L.P. | Third installment | |||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||
Loan principal and interest payment | 56,000 | ||||||||||||||
Secured equipment financing agreement | Fixed interest rate 7.3% | Royal Bank America Leasing, L.P. | First 12 months (July 2016 through July 2017) | |||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||
Loan principal and interest payment | 3,500 | ||||||||||||||
Secured equipment financing agreement | Fixed interest rate 7.3% | Royal Bank America Leasing, L.P. | Each of months 13-24 (July 2017 through July 2018) | |||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||
Loan principal and interest payment | 4,400 | ||||||||||||||
Secured equipment financing agreement | Fixed interest rate 7.3% | Royal Bank America Leasing, L.P. | Each of months 25-36 (July 2018 through July 2019) | |||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||
Loan principal and interest payment | $ 5,300 |
Stock Option Plan - Summary of
Stock Option Plan - Summary of stock-based compensation activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Number of Stock Options Outstanding | ||
Balance, January 1, 2018 | 1,855,138 | |
Options granted | 135,000 | |
Options exercised | (34,615) | |
Options forfeited/canceled | (5,933) | |
Balance, March 31, 2018 | 1,949,590 | 1,855,138 |
Exercisable as of March 31, 2018 | 1,529,794 | |
Weighted Average Exercise Price | ||
Balance, January 1, 2017 | $ 2.69 | |
Options granted | 8 | |
Options exercised | 2.74 | |
Options forfeited/canceled | 3.48 | |
Balance, March 31, 2018 | 3.05 | $ 2.69 |
Exercisable as of March 31, 2018 | $ 2.75 | |
Weighted Average Remaining Contractual Term, Options Outstanding (in years) | 7 years 5 months 1 day | 7 years 5 months 23 days |
Weighted Average Remaining Contractual Term, Options Exercisable (in years) | 7 years 1 month 10 days | |
Aggregate Intrinsic Value, Options Outstanding | $ 11,103 | $ 9,850 |
Aggregate Intrinsic Value, Options Exercisable | $ 9,174 |
Stock Option Plan - Weighted-av
Stock Option Plan - Weighted-average Black-Scholes fair value assumptions (Details 1) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term (in years) | 5 years | 5 years |
Risk free interest rate | 2.20% | |
Expected volatility | 0.99% | |
Expected dividend rate | 0.00% | 0.00% |
Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk free interest rate | 1.95% | |
Expected volatility | 1.04% | |
Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk free interest rate | 2.02% | |
Expected volatility | 1.06% |
Stock Option Plan - Stock-based
Stock Option Plan - Stock-based compensation (Details 2) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 193 | $ 78 |
Cost of Revenue | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | 1 | 1 |
Engineering and Product Development | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | 8 | 12 |
Sales and Marketing | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | 29 | 21 |
General and Administrative | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 155 | $ 44 |
Stock Option Plan (Detail Textu
Stock Option Plan (Detail Textuals) - USD ($) $ / shares in Units, $ in Thousands | Jan. 02, 2018 | Jan. 31, 2018 | Jan. 31, 2017 | Jan. 31, 2016 | Oct. 31, 2015 | Jan. 31, 2015 | Mar. 31, 2018 | Mar. 31, 2017 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Total unrecognized compensation cost related to non-vested stock options | $ 1,265 | |||||||
Weighted average period of unvested stock awards | 2 years 5 months 27 days | |||||||
Total estimated grant date fair value of options vested | $ 208 | $ 78 | ||||||
Weighted average grant date fair value of options granted | $ 5.97 | $ 1.52 | ||||||
Aggregate grant date fair value | $ 806 | $ 258 | ||||||
One-time expense | 39 | |||||||
Stock-based compensation expense | $ 193 | $ 78 | ||||||
2007 Key Person Stock Option Plan | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of shares available for future stock-based compensation grants | 0 | |||||||
Aggregate number of common shares reserved for future issuance | 407,500 | |||||||
2014 Stock Incentive Plan | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of shares available for future stock-based compensation grants | 986,860 | |||||||
Aggregate number of common shares reserved for future issuance | 2,783,616 | |||||||
2014 Stock Incentive Plan | Stock options | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Maximum number of shares issued pursuant to awards granted under plan | 450,000 | |||||||
Maximum term of stock option grants | 10 years | |||||||
Number of share reserve increased | 235,090 | 204,943 | 204,943 | 1,500,000 | 188,640 | |||
Percentage of shares reserve increased | 4.00% | 4.00% | 4.00% | 4.00% | 4.00% | |||
2014 Stock Incentive Plan | Stock options | Board of Directors | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of shares available for future stock-based compensation grants | 125,000 | |||||||
Percentage of shares vested on one year anniversary | 25.00% | |||||||
Number of years in options fully vested | 4 years | |||||||
2014 Stock Incentive Plan | Stock options | Non Employee Directors | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of shares available for future stock-based compensation grants | 5,000 | |||||||
Maximum number of shares issued pursuant to awards granted under plan | 10,000 | |||||||
Number of years in options fully vested | 1 year |
Net Income (Loss) Per Share, 38
Net Income (Loss) Per Share, Basic and Diluted (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Earnings Per Share [Abstract] | ||
Basic EPS (in shares) | 5,924,701 | 5,231,208 |
Common stock warrants (in shares) | 225,154 | 0 |
Common stock options (in shares) | 1,130,637 | 0 |
Diluted EPS (in shares) | 7,280,492 | 5,231,208 |
Net Income - Basic EPS | $ 706 | $ (871) |
Net Income - Common stock warrants | 0 | 0 |
Net Income - Common stock options | 0 | 0 |
Net Income - Diluted EPS | $ 706 | $ (871) |
Basic EPS (in dollars per share) | $ 0.12 | $ (0.17) |
Diluted EPS (in dollars per share) | $ 0.10 | $ (0.17) |
Net Income (Loss) Per Share, 39
Net Income (Loss) Per Share, Basic and Diluted (Details 1) - shares | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Weighted average shares outstanding: | ||
Total | 206,500 | 2,795,550 |
Common stock warrants | ||
Weighted average shares outstanding: | ||
Total | 71,500 | 751,366 |
Common stock options | ||
Weighted average shares outstanding: | ||
Total | 135,000 | 2,044,184 |