Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2019 | Aug. 01, 2019 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | Semler Scientific, Inc. | |
Entity Central Index Key | 0001554859 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 6,499,976 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2019 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q2 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Current Reporting Status | Yes |
Condensed Statements of Income
Condensed Statements of Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Income Statement [Abstract] | ||||
Revenues | $ 7,953 | $ 5,484 | $ 14,714 | $ 9,947 |
Operating expenses: | ||||
Cost of revenues | 885 | 680 | 1,781 | 1,384 |
Engineering and product development | 591 | 489 | 1,160 | 856 |
Sales and marketing | 2,212 | 1,779 | 4,281 | 3,484 |
General and administrative | 1,570 | 1,001 | 2,943 | 1,875 |
Total operating expenses | 5,258 | 3,949 | 10,165 | 7,599 |
Income from operations | 2,695 | 1,535 | 4,549 | 2,348 |
Interest income (expense) | 1 | (9) | 2 | (56) |
Related party interest expense | (72) | (131) | ||
Other expense | (1) | (2) | (2) | |
Other income (expense) | 1 | (82) | (189) | |
Income before income taxes | 2,696 | 1,453 | 4,549 | 2,159 |
Provision for taxes | 77 | 77 | ||
Net income | $ 2,619 | $ 1,453 | $ 4,472 | $ 2,159 |
Net income per share: | ||||
Basic (in dollars per share) | $ 0.41 | $ 0.24 | $ 0.70 | $ 0.36 |
Diluted (in dollars per share) | $ 0.32 | $ 0.19 | $ 0.55 | $ 0.29 |
Weighted average number of shares used in computing basic and diluted income per share: | ||||
Basic (in shares) | 6,411,606 | 5,982,711 | 6,368,905 | 5,953,818 |
Diluted (in shares) | 8,086,140 | 7,534,846 | 8,128,241 | 7,403,498 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Current Assets: | ||
Cash | $ 4,182 | $ 3,284 |
Trade accounts receivable, net of allowance for doubtful accounts of $52 and $52, respectively | 3,509 | 2,801 |
Prepaid expenses and other current assets | 213 | 153 |
Total current assets | 7,904 | 6,238 |
Assets for lease, net | 1,690 | 1,243 |
Property and equipment, net | 215 | 223 |
Long-term deposits | 15 | 15 |
Total assets | 9,824 | 7,719 |
Current liabilities: | ||
Accounts payable | 405 | 280 |
Accrued expenses | 2,261 | 2,797 |
Deferred revenue | 928 | 435 |
Total current liabilities | 3,594 | 3,512 |
Long-term liabilities: | ||
Deferred rent | 9 | 11 |
Total long-term liabilities | 9 | 11 |
Stockholders' equity: | ||
Common stock, $0001 par value; 50,000,000 shares authorized; 6,484,414 and 6,349,985 shares issued, and 6,459,414 and 6,324,985 outstanding (treasury shares of 25,000 and 25,000), respectively | 6 | 6 |
Additional paid-in capital | 23,161 | 25,608 |
Accumulated deficit | (16,946) | (21,418) |
Total stockholders' equity | 6,221 | 4,196 |
Total liabilities and stockholders' equity | $ 9,824 | $ 7,719 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parentheticals) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts on trade accounts receivable (in dollars) | $ 52 | $ 52 |
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 | 6,484,414 | 6,349,985 |
Common stock, shares outstanding | 6,459,414 | 6,324,985 |
Treasury stock, shares | 25,000 | 25,000 |
Statements of Stockholders' Equ
Statements of Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Common Stock | Treasury Stock | Additional Paid-In Capital | Accumulated Deficit | Total |
Balance at Dec. 31, 2017 | $ 6 | $ 0 | $ 23,843 | $ (26,432) | $ (2,583) |
Balance (in shares) at Dec. 31, 2017 | 5,902,244 | (25,000) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Warrant Exercises | 64 | 64 | |||
Warrant Exercises (in shares) | 40,775 | ||||
Stock Option Exercises | 245 | 245 | |||
Stock Option Exercises (in shares) | 105,378 | ||||
Stock-based Compensation | 331 | 331 | |||
Net income | 2,159 | 2,159 | |||
Balance at Jun. 30, 2018 | $ 6 | $ 0 | 24,483 | (24,273) | 216 |
Balance (in shares) at Jun. 30, 2018 | 6,048,397 | (25,000) | |||
Balance at Mar. 31, 2018 | $ 6 | $ 0 | 24,196 | (25,726) | (1,524) |
Balance (in shares) at Mar. 31, 2018 | 5,969,834 | (25,000) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Warrant Exercises (in shares) | 7,800 | ||||
Stock Option Exercises | 149 | 149 | |||
Stock Option Exercises (in shares) | 70,763 | ||||
Stock-based Compensation | 138 | 138 | |||
Net income | 1,453 | 1,453 | |||
Balance at Jun. 30, 2018 | $ 6 | $ 0 | 24,483 | (24,273) | 216 |
Balance (in shares) at Jun. 30, 2018 | 6,048,397 | (25,000) | |||
Balance at Dec. 31, 2018 | $ 6 | $ 0 | 25,608 | (21,418) | 4,196 |
Balance (in shares) at Dec. 31, 2018 | 6,349,985 | (25,000) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Warrant Re-purchase | (2,687) | (2,687) | |||
Warrant Exercises (in shares) | 22,527 | ||||
Stock Option Exercises | 44 | $ 44 | |||
Stock Option Exercises (in shares) | 111,902 | 117,765 | |||
Stock-based Compensation | 196 | $ 196 | |||
Net income | 4,472 | 4,472 | |||
Balance at Jun. 30, 2019 | $ 6 | $ 0 | 23,161 | (16,946) | 6,221 |
Balance (in shares) at Jun. 30, 2019 | 6,484,414 | (25,000) | |||
Balance at Mar. 31, 2019 | $ 6 | $ 0 | 25,719 | (19,565) | 6,160 |
Balance (in shares) at Mar. 31, 2019 | 6,356,147 | (25,000) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Warrant Re-purchase | (2,687) | (2,687) | |||
Warrant Exercises (in shares) | 22,527 | ||||
Stock Option Exercises | 31 | 31 | |||
Stock Option Exercises (in shares) | 105,740 | ||||
Stock-based Compensation | 98 | 98 | |||
Net income | 2,619 | 2,619 | |||
Balance at Jun. 30, 2019 | $ 6 | $ 0 | $ 23,161 | $ (16,946) | $ 6,221 |
Balance (in shares) at Jun. 30, 2019 | 6,484,414 | (25,000) |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income | $ 4,472 | $ 2,159 |
Reconciliation of Net Income to Net Cash Provided by Operating Activities: | ||
Amortization of debt discount | 16 | |
Accretion of non-cash interest | 135 | |
Depreciation | 307 | 249 |
Loss on disposal of assets for lease | 97 | 107 |
Bad debt expense | 21 | 20 |
Stock-based compensation expense | 196 | 331 |
Changes in Operating Assets and Liabilities: | ||
Trade accounts receivable | (730) | (535) |
Prepaid expenses and other current assets | (60) | (105) |
Accounts payable | 125 | (303) |
Accrued expenses | (538) | (570) |
Deferred revenue | 493 | 4 |
Net Cash Provided by Operating Activities | 4,383 | 1,508 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Additions to property and equipment | (63) | (105) |
Purchase of assets for lease, net | (779) | (138) |
Net Cash Used in Investing Activities | (842) | (243) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Re-purchase of warrants | (2,687) | |
Exercise of warrants | 64 | |
Exercise of stock options | 44 | 245 |
Payments of loans payable | (1,022) | |
Net Cash Used in Financing Activities | (2,643) | (713) |
INCREASE IN CASH | 898 | 552 |
CASH, BEGINNING OF PERIOD | 3,284 | 1,457 |
CASH, END OF PERIOD | $ 4,182 | 2,009 |
Cash paid for interest | $ 191 |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
Jun. 30, 2019 | |
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, 2018 filed with the SEC on March 7, 2019 (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 May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (“ASU No. 2014-09”). 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 replaced most existing revenue recognition guidance. On August 8, 2015, the FASB issued ASU 2015-14, which deferred 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. Since the issuance of ASU 2014-09, the FASB has issued several amendments that clarify certain points, including ASU 2016-08, Principal versus Agent Considerations (Reporting Revenue Gross versus Net), ASU 2016-10, Revenue from Contracts with Customers (Topic 606), Identifying Performance Obligations and Licensing (“Topic 606”), 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 adopted the new standard effective January 1, 2019, using the modified retrospective method. The Company determined that the adoption of this new standard did not have a material impact on its financial statements. Topic 606 affects revenue recognition for the Company’s variable license fee contracts, which represents approximately $2,250 and $1,368 of revenues for the three month periods ended June 30, 2019 and 2018, respectively, and approximately $3,506 and $2,010 of revenues for the six month periods ended June 30, 2019 and 2018, respectively. Essentially all of the variable license fee contracts are with large healthcare organizations. The remainder of the revenue is earned from leasing the Company's testing product for a fixed monthly fee, which is not subject to Topic 606. It was determined that the impact of the new standard has no effect on the way revenue was currently being recognized. Reusable hardware equipment or accessories may be provided to a customer for a set price and then use of the associated software is billed to the customer monthly based on volume of use. Under this scenario, revenue is recognized when and only when the customer uses the product. The Company is rendering a service and recognizes revenue in direct proportion to how much service is rendered. The sale of the equipment or accessories is recognized as hardware sales upon shipment to the customer. The initial contract is for a specified time period with automatic renewal each period thereafter until canceled. In case there is a violation of any term of the contract, the Company may deactivate the service remotely, so that the customer cannot continue to use the product. Accounting Pronouncements Not Yet Adopted 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. In July 2018, the FASB issued ASU No. 2018-11, Leases (Topic 842): Targeted Improvements. This ASU provides another transition method in addition to the existing transition method by allowing entities to initially apply the new leases standard at the adoption date and recognize a cumulative effect adjustment to the opening balance of retained earnings in the period of adoption. This ASU also provides further guidance on lessors accounting policy election to not separate non-lease components from the associated lease components and limits this to circumstances in which the non-lease component or components otherwise would be accounted for under the new revenue guidance and both (1) the timing and pattern of transfer are the same for the non-lease component(s) and associated lease component, and (2) the lease component, if accounted for separately, would be classified as a an operating lease. In December 2018, the FASB issued ASU No. 2018-20, Leases (Topic 842): Narrow-Scope Improvements for Lessors. This ASU provide narrow scope improvements for lessor accounting by permitting lessors, as an accounting policy election, to treat certain sales taxes and other similar taxes as lessee costs, to exclude lessor costs paid by lessees directly to third parties from variable payments, and clarify the accounting by lessors for variable payments that related to both a lease component and a nonlease component. In January 2019, the FASB issued ASU No. 2019-01, Leases Codification Improvements, which reinstates the exception for lessors that are not manufacturers or dealers for determining fair value of the leased property as the underlying asset’s cost, clarifies the presentation on the statement of cash flows for sales type and direct financing leases for lessors that are depository and lending institutions and clarifies the transition disclosures related to accounting changes and error corrections in the year of adoption of the ASU. This update is effective for the Company’s annual periods beginning after December 15, 2019, including interim periods within those fiscal years. 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 (“Topic 326”). This ASU requires timelier recording of credit losses on loans and other financial instruments held. Instead of reserves based on a current probability analysis, Topic 326 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. Topic 326 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, Topic 326 amends the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration. In April 2019, the FASB issued ASU2019-04 Codification Improvements to Topic 326, Financial Instruments—Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments to introduce amendments which will affect the recognition and measurement of financial instruments, including derivatives and hedging. In May 2019, the FASB issued ASU 2019-05, Financial Instruments – Credit Losses (Topic 326); Targeted Transition Relief. The amendments in this ASU provide entities that have certain instruments within the scope of Subtopic 326-20 with an option to irrevocably elect the fair value option in Subtopic 825-10, applied on an instrument-by-instrument basis for eligible instruments upon adoption of Topic 326. This standard and related amendments are effective for the Company’s fiscal years 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 does not anticipate this new standard will have a material impact on its financial statements. In June 2018, the FASB issued ASU No. 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-07”). This ASU expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. An entity should apply the requirements of Topic 718 to nonemployee awards except for specific guidance on inputs to an option pricing model and the attribution of costs. The ASU specifies that Topic 718 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. 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 does not anticipate this new standard will have a material impact on its financial statements. In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement. The amendments in this ASU modify the disclosure requirements on fair value measurements removing the requirements to disclosure amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, the policy for timing of transfers between levels, and the valuation processes for Level 3 fair value measurements. In addition, it modified certain disclosures related to Level 3 fair value measurements and added additional disclosures regarding the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements and the changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements held at the end of the reporting period. This update 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 does not anticipate this update to have a material impact on its financial statements. |
Assets for Lease, net
Assets for Lease, net | 6 Months Ended |
Jun. 30, 2019 | |
Leases, Capital [Abstract] | |
Assets for Lease, net | 2. Assets for Lease, net Assets for lease consist of the following: June 30, December 31, Assets for lease $ 2,824 $ 2,218 Less: accumulated depreciation (1,134 ) (975 ) Assets for lease, net $ 1,690 $ 1,243 Depreciation expense amounted to $126 and $101 for the three months ended June 30, 2019 and 2018, respectively. Depreciation expense amounted to $236 and $198 for the six months ended June 30, 2019 and 2018, respectively. Reduction to accumulated depreciation for returned items was $42 and $28 for the three months ended June 30, 2019 and 2018, respectively. Reduction to accumulated depreciation for returned items was $77 and $61 for the six months ended June 30, 2019 and 2018, respectively. The Company recognized a loss on disposal of assets for lease in the amount of $63 and $38 for the three months ended June 30, 2019 and 2018, respectively. The Company recognized a loss on disposal of assets for lease in the amount of $97 and $107 for the six months ended June 30, 2019 and 2018, respectively. |
Property and Equipment, net
Property and Equipment, net | 6 Months Ended |
Jun. 30, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, net | 3. Property and Equipment, net Capital assets consist of the following: June 30, December 31, Capital assets $ 520 $ 457 Less: accumulated depreciation (305 ) (234 ) Capital assets, net $ 215 $ 223 Depreciation expense amounted to $37 and $26 for the three months ended June 30, 2019 and 2018, respectively. Depreciation expense amounted to $71 and $51 for the six months ended June 30, 2019 and 2018, respectively. |
Accrued Expenses
Accrued Expenses | 6 Months Ended |
Jun. 30, 2019 | |
Accrued Liabilities, Current [Abstract] | |
Accrued Expenses | 4. Accrued Expenses Accrued expenses consist of the following: June 30, December 31, Compensation $ 1,838 $ 2,442 Miscellaneous accruals 423 355 Total accrued expenses $ 2,261 $ 2,797 |
Concentration of Credit Risk
Concentration of Credit Risk | 6 Months Ended |
Jun. 30, 2019 | |
Risks and Uncertainties [Abstract] | |
Concentration of Credit Risk | 5. 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. 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 June 30, 2018, two customers accounted for 50.3% and 22.5% of the Company’s revenue, respectively. For the six months ended June 30, 2018, two customers accounted for 53.9% and 17.7% of the Company’s revenue, respectively. For the three months ended June 30, 2019, three customers accounted for 50.8%, 14.8% and 13.8% of the Company’s revenue, respectively. For the six months ended June 30, 2019, three customers accounted for 53.0%, 13.2% and 11.1% of the Company’s revenue, respectively. As of December 31, 2018, two customers accounted for 43.5% and 40.4% of the Company’s accounts receivable, respectively. As of June 30, 2019, three customers accounted for 31.4%, 30.9% and 22.8% of the Company’s accounts receivable, respectively. As of December 31, 2018, two vendors accounted for 11.0% and 10.8% of the Company’s accounts payable, respectively. As of June 30, 2019, three vendors accounted for 17.9%, 13.7%, and 10.6% of the Company’s accounts payable, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 6. Commitments and Contingencies Facilities Leases The Company recognized facilities lease expenses of $17 and $18 for the three months ended June 30, 2019 and 2018, respectively. The Company recognized facilities lease expenses of $34 and $35 for the six months ended June 30, 2019 and 2018, 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. |
Warrant Repurchase - Related Pa
Warrant Repurchase - Related Party | 6 Months Ended |
Jun. 30, 2019 | |
Warrant Repurchase Related Party abstract | |
Warrant Repurchase - Related Party | 7. Warrant Repurchase – Related Party On May 3, 2019, the Company entered into a Warrant Repurchase Agreement with the Murphy-Chutorian Family Trust U/D/T dated January 13, 1997, of which Douglas Murphy-Chutorian, M.D., the Company’s director and chief executive officer is co-Trustee with his spouse and of which he is a beneficiary. Pursuant to the warrant repurchase agreement, the Company repurchased a warrant to acquire 65,542 shares of the Company’s common stock held by the trust, which warrant had an exercise price equal to $4.50 per share and an expiration date of July 31, 2023, at an aggregate purchase price of $2,687. The purchase price reflects the difference between the aggregate exercise price of the warrant and the aggregate fair market value of the shares underlying the warrant, based on the last trade price of the Company’s common stock on May 3, 2019, the date of the warrant repurchase agreement. Following the warrant repurchase, the warrant was cancelled and is no longer issued and outstanding. |
Stock Option Plan
Stock Option Plan | 6 Months Ended |
Jun. 30, 2019 | |
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% 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 as of June 30, 2019. In light of stockholder approval of the 2014 Plan, the Company no longer grants equity awards under the 2007 Plan. As of June 30, 2019, 0 shares of an aggregate total of 407,500 shares were available for future stock-based compensation grants under the 2007 Plan and 993,200 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 June 30, 2019 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 six months ended June 30, 2019 is as follows: Options Outstanding Number of Weighted Weighted Aggregate Balance, January 1, 2019 1,761,447 $ 3.18 6.84 $ 55,000 Options exercised (117,765 ) 2.49 Balance, June 30, 2019 1,643,682 $ 3.22 6.35 $ 66,528 Exercisable as of June 30, 2019 1,478,808 $ 3.04 6.18 $ 60,129 The total compensation cost related to unvested stock option awards not yet recognized was $598 as of June 30, 2019. The weighted average period over which the total unrecognized compensation cost related to these unvested stock awards will be recognized is 1.38 years. The weighted average fair value of options granted during the six months ended June 30, 2018 was $5.97 per share, or an aggregate grant date fair value of $806 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 $49 during the three months 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. There were no stock options granted during the six months ended June 30, 2019. There were no stock options granted during the three months ended June 30, 2018. There were 135,000 stock options granted during the six months ended June 30, 2018. The following assumptions for the periods presented were: Three months ended Six months ended 2019 2018 2019 2018 Expected term (in years) - - - 5 Risk-free interest rate - % - % - % 2.02 % Expected volatility - % - % - % 0.99 % Expected dividend rate - % - % - % - % 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 $97 and $138 Three months ended Six months ended 2019 2018 2019 2018 Cost of Revenue $ 1 $ 1 $ 1 $ 1 Engineering and Product Development 5 9 12 17 Sales and Marketing 15 22 31 51 General and Administrative 77 106 152 262 Total $ 98 $ 138 $ 196 $ 331 |
Net Income Per Share, Basic and
Net Income Per Share, Basic and Diluted | 6 Months Ended |
Jun. 30, 2019 | |
Earnings Per Share [Abstract] | |
Net Income Per Share, Basic and Diluted | 9. Net Income Per Share, Basic and Diluted Basic earnings per share (“EPS”) represent net income attributable to common stockholders divided by the weighted average number of common shares outstanding during the measurement period. Diluted EPS represents net income attributable to common stockholders 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 June 30, 2019 2018 Shares Net Income EPS Shares Net Income EPS Basic EPS 6,411,606 $ 2,619 $ 0.41 5,982,711 $ 1,453 $ 0.24 Common stock warrants 168,099 - 281,224 - Common stock options 1,506,435 - 1,270,911 - Diluted EPS 8,086,140 $ 2,619 $ 0.32 7,534,846 $ 1,453 $ 0.19 Six months ended June 30, 2019 2018 Shares Net Income EPS Shares Net Income EPS Basic EPS 6,368,905 $ 4,472 $ 0.70 5,953,818 $ 2,159 $ 0.36 Common stock warrants 207,471 - 256,916 - Common stock options 1,551,865 - 1,195,010 - Diluted EPS 8,128,241 $ 4,472 $ 0.55 7,403,498 $ 2,159 $ 0.29 The following weighted average shares outstanding of common stock equivalents were excluded from the computation of diluted net income per share for the three and six months ended June 30, 2019 and 2018 because including them would have been anti-dilutive: Three months ended Six months ended 2019 2018 2019 2018 Weighted average shares outstanding: Common stock warrants - - - - Options - 135,000 - 135,000 Total - 135,000 - 135,000 |
Summary of Significant Accounti
Summary of Significant Accounting Policies and Estimates (Policies) | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
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, 2018 filed with the SEC on March 7, 2019 (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 May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (“ASU No. 2014-09”). 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 replaced most existing revenue recognition guidance. On August 8, 2015, the FASB issued ASU 2015-14, which deferred 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. Since the issuance of ASU 2014-09, the FASB has issued several amendments that clarify certain points, including ASU 2016-08, Principal versus Agent Considerations (Reporting Revenue Gross versus Net), ASU 2016-10, Revenue from Contracts with Customers (Topic 606), Identifying Performance Obligations and Licensing (“Topic 606”), 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 adopted the new standard effective January 1, 2019, using the modified retrospective method. The Company determined that the adoption of this new standard did not have a material impact on its financial statements. Topic 606 affects revenue recognition for the Company’s variable license fee contracts, which represents approximately $2,250 and $1,368 of revenues for the three month periods ended June 30, 2019 and 2018, respectively, and approximately $3,506 and $2,010 of revenues for the six month periods ended June 30, 2019 and 2018, respectively. Essentially all of the variable license fee contracts are with large healthcare organizations. The remainder of the revenue is earned from leasing the Company's testing product for a fixed monthly fee, which is not subject to Topic 606. It was determined that the impact of the new standard has no effect on the way revenue was currently being recognized. Reusable hardware equipment or accessories may be provided to a customer for a set price and then use of the associated software is billed to the customer monthly based on volume of use. Under this scenario, revenue is recognized when and only when the customer uses the product. The Company is rendering a service and recognizes revenue in direct proportion to how much service is rendered. The sale of the equipment or accessories is recognized as hardware sales upon shipment to the customer. The initial contract is for a specified time period with automatic renewal each period thereafter until canceled. In case there is a violation of any term of the contract, the Company may deactivate the service remotely, so that the customer cannot continue to use the product. Accounting Pronouncements Not Yet Adopted 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. In July 2018, the FASB issued ASU No. 2018-11, Leases (Topic 842): Targeted Improvements. This ASU provides another transition method in addition to the existing transition method by allowing entities to initially apply the new leases standard at the adoption date and recognize a cumulative effect adjustment to the opening balance of retained earnings in the period of adoption. This ASU also provides further guidance on lessors accounting policy election to not separate non-lease components from the associated lease components and limits this to circumstances in which the non-lease component or components otherwise would be accounted for under the new revenue guidance and both (1) the timing and pattern of transfer are the same for the non-lease component(s) and associated lease component, and (2) the lease component, if accounted for separately, would be classified as a an operating lease. In December 2018, the FASB issued ASU No. 2018-20, Leases (Topic 842): Narrow-Scope Improvements for Lessors. This ASU provide narrow scope improvements for lessor accounting by permitting lessors, as an accounting policy election, to treat certain sales taxes and other similar taxes as lessee costs, to exclude lessor costs paid by lessees directly to third parties from variable payments, and clarify the accounting by lessors for variable payments that related to both a lease component and a nonlease component. In January 2019, the FASB issued ASU No. 2019-01, Leases Codification Improvements, which reinstates the exception for lessors that are not manufacturers or dealers for determining fair value of the leased property as the underlying asset’s cost, clarifies the presentation on the statement of cash flows for sales type and direct financing leases for lessors that are depository and lending institutions and clarifies the transition disclosures related to accounting changes and error corrections in the year of adoption of the ASU. This update is effective for the Company’s annual periods beginning after December 15, 2019, including interim periods within those fiscal years. 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 (“Topic 326”). This ASU requires timelier recording of credit losses on loans and other financial instruments held. Instead of reserves based on a current probability analysis, Topic 326 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. Topic 326 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, Topic 326 amends the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration. In April 2019, the FASB issued ASU2019-04 Codification Improvements to Topic 326, Financial Instruments—Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments to introduce amendments which will affect the recognition and measurement of financial instruments, including derivatives and hedging. In May 2019, the FASB issued ASU 2019-05, Financial Instruments – Credit Losses (Topic 326); Targeted Transition Relief. The amendments in this ASU provide entities that have certain instruments within the scope of Subtopic 326-20 with an option to irrevocably elect the fair value option in Subtopic 825-10, applied on an instrument-by-instrument basis for eligible instruments upon adoption of Topic 326. This standard and related amendments are effective for the Company’s fiscal years 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 does not anticipate this new standard will have a material impact on its financial statements. In June 2018, the FASB issued ASU No. 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-07”). This ASU expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. An entity should apply the requirements of Topic 718 to nonemployee awards except for specific guidance on inputs to an option pricing model and the attribution of costs. The ASU specifies that Topic 718 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. 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 does not anticipate this new standard will have a material impact on its financial statements. In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement. The amendments in this ASU modify the disclosure requirements on fair value measurements removing the requirements to disclosure amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, the policy for timing of transfers between levels, and the valuation processes for Level 3 fair value measurements. In addition, it modified certain disclosures related to Level 3 fair value measurements and added additional disclosures regarding the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements and the changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements held at the end of the reporting period. This update 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 does not anticipate this update to have a material impact on its financial statements. |
Assets for Lease, net (Tables)
Assets for Lease, net (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Leases, Capital [Abstract] | |
Schedule of assets for lease | June 30, December 31, Assets for lease $ 2,824 $ 2,218 Less: accumulated depreciation (1,134 ) (975 ) Assets for lease, net $ 1,690 $ 1,243 |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment, net | June 30, December 31, Capital assets $ 520 $ 457 Less: accumulated depreciation (305 ) (234 ) Capital assets, net $ 215 $ 223 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Accrued Liabilities, Current [Abstract] | |
Schedule of accrued expenses | June 30, December 31, Compensation $ 1,838 $ 2,442 Miscellaneous accruals 423 355 Total accrued expenses $ 2,261 $ 2,797 |
Stock Option Plan (Tables)
Stock Option Plan (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of stock option activity | Options Outstanding Number of Weighted Weighted Aggregate Balance, January 1, 2019 1,761,447 $ 3.18 6.84 $ 55,000 Options exercised ( 117,765 ) 2.49 Balance, June 30, 2019 1,643,682 $ 3.22 6.35 $ 66,528 Exercisable as of June 30, 2019 1,478,808 $ 3.04 6.18 $ 60,129 |
Schedule of weighted-average Black-Scholes fair value assumptions | Three months ended Six months ended 2019 2018 2019 2018 Expected term (in years) 5 Risk-free interest rate % % % 2.02 % Expected volatility % % % 0.99 % Expected dividend rate % % % % |
Schedule of stock-based compensation | Three months ended Six months ended 2019 2018 2019 2018 Cost of Revenue $ 1 $ 1 $ 1 $ 1 Engineering and Product Development 5 9 12 17 Sales and Marketing 15 22 31 51 General and Administrative 77 106 152 262 Total $ 98 $ 138 $ 196 $ 331 |
Net Income Per Share, Basic a_2
Net Income Per Share, Basic and Diluted (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of basic and diluted net EPS | Three months ended June 30, 2019 2018 Shares Net Income EPS Shares Net Income EPS Basic EPS 6,411,606 $ 2,619 $ 0.41 5,982,711 $ 1,453 $ 0.24 Common stock warrants 168,099 - 281,224 - Common stock options 1,506,435 - 1,270,911 - Diluted EPS 8,086,140 $ 2,619 $ 0.32 7,534,846 $ 1,453 $ 0.19 Six months ended June 30, 2019 2018 Shares Net Income EPS Shares Net Income EPS Basic EPS 6,368,905 $ 4,472 $ 0.70 5,953,818 $ 2,159 $ 0.36 Common stock warrants 207,471 - 256,916 - Common stock options 1,551,865 - 1,195,010 - Diluted EPS 8,128,241 $ 4,472 $ 0.55 7,403,498 $ 2,159 $ 0.29 |
Schedule of weighted average shares outstanding excluded from the computation of diluted net loss per share | Three months ended Six months ended 2019 2018 2019 2018 Weighted average shares outstanding: Common stock warrants - - - - Options - 135,000 - 135,000 Total - 135,000 - 135,000 |
Basis of Presentation (Detail T
Basis of Presentation (Detail Textuals) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Accounting Policies [Abstract] | ||||
Revenue recognition under variable license fee contracts | $ 2,250 | $ 1,368 | $ 3,506 | $ 2,010 |
Assets for Lease, net - Summary
Assets for Lease, net - Summary of assets for lease (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Leases, Capital [Abstract] | ||
Assets for lease | $ 2,824 | $ 2,218 |
Less: accumulated depreciation | (1,134) | (975) |
Assets for lease, net | $ 1,690 | $ 1,243 |
Assets for Lease, net (Detail T
Assets for Lease, net (Detail Textuals) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Leases, Capital [Abstract] | ||||
Depreciation expense | $ 126 | $ 101 | $ 236 | $ 198 |
Reduction to accumulated depreciation for returned items | 42 | 28 | 77 | 61 |
Loss on disposal of assets for lease | $ (63) | $ (38) | $ (97) | $ (107) |
Property and Equipment, net (De
Property and Equipment, net (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Property, Plant and Equipment [Abstract] | ||
Capital assets | $ 520 | $ 457 |
Less: accumulated depreciation | (305) | (234) |
Capital assets, net | $ 215 | $ 223 |
Property and Equipment, net (_2
Property and Equipment, net (Detail Textuals) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 37 | $ 26 | $ 71 | $ 51 |
Accrued Expenses - Summary of a
Accrued Expenses - Summary of accrued expenses (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Accrued Liabilities, Current [Abstract] | ||
Compensation | $ 1,838 | $ 2,442 |
Miscellaneous accruals | 423 | 355 |
Total accrued expenses | $ 2,261 | $ 2,797 |
Concentration of Credit Risk (D
Concentration of Credit Risk (Detail Textuals) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2019Customer | Jun. 30, 2018Customer | Jun. 30, 2019Customer | Jun. 30, 2018Customer | Dec. 31, 2018CustomerVendor | |
Customer concentration risk | Revenue | |||||
Concentration Risk [Line Items] | |||||
Number of customers | 3 | 2 | 3 | 2 | |
Customer concentration risk | Revenue | Customer one | |||||
Concentration Risk [Line Items] | |||||
Concentration risk percentage | 50.80% | 50.30% | 53.00% | 53.90% | |
Customer concentration risk | Revenue | Customer two | |||||
Concentration Risk [Line Items] | |||||
Concentration risk percentage | 14.80% | 22.50% | 13.20% | 17.70% | |
Customer concentration risk | Revenue | Customer three | |||||
Concentration Risk [Line Items] | |||||
Concentration risk percentage | 13.80% | 11.10% | |||
Customer concentration risk | Accounts receivable | |||||
Concentration Risk [Line Items] | |||||
Number of customers | 3 | 2 | |||
Customer concentration risk | Accounts receivable | Customer one | |||||
Concentration Risk [Line Items] | |||||
Concentration risk percentage | 31.40% | 43.50% | |||
Customer concentration risk | Accounts receivable | Customer two | |||||
Concentration Risk [Line Items] | |||||
Concentration risk percentage | 30.90% | 40.40% | |||
Customer concentration risk | Accounts receivable | Customer three | |||||
Concentration Risk [Line Items] | |||||
Concentration risk percentage | 22.80% | ||||
Vendor concentration risk | Accounts payable | |||||
Concentration Risk [Line Items] | |||||
Number of customers | 3 | 2 | |||
Vendor concentration risk | Accounts payable | Vendor one | |||||
Concentration Risk [Line Items] | |||||
Concentration risk percentage | 17.90% | 11.00% | |||
Vendor concentration risk | Accounts payable | Vendor two | |||||
Concentration Risk [Line Items] | |||||
Concentration risk percentage | 13.70% | 10.80% | |||
Vendor concentration risk | Accounts payable | Vendor three | |||||
Concentration Risk [Line Items] | |||||
Concentration risk percentage | 10.60% |
Commitments and Contingencies (
Commitments and Contingencies (Detail Textuals) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Loans Payable [Abstract] | ||||
Facilities lease expenses | $ 17 | $ 18 | $ 34 | $ 35 |
Warrant Repurchase - Related _2
Warrant Repurchase - Related Party (Detail Textuals) - Warrant Repurchase Agreement - Murphy Chutorian Family Trust $ / shares in Units, $ in Thousands | May 03, 2019USD ($)$ / sharesshares |
Class of Warrant or Right [Line Items] | |
Repurchase of warrant to acquire shares | shares | 65,542 |
Warrant exercise price | $ / shares | $ 4.50 |
Warrant expiration date | Jul. 31, 2023 |
Warrant aggregate purchase price | $ | $ 2,687 |
Stock Option Plan - Summary of
Stock Option Plan - Summary of stock-based compensation activity (Details) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019USD ($)$ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares | |
Number of Stock Options Outstanding | ||
Balance, Beginning | shares | 1,761,447 | |
Options exercised | shares | (117,765) | |
Balance, Ending | shares | 1,643,682 | 1,761,447 |
Exercisable, Ending | shares | 1,478,808 | |
Weighted Average Exercise Price | ||
Balance, Beginning | $ / shares | $ 3.18 | |
Options exercised | $ / shares | 2.49 | |
Balance, Ending | $ / shares | 3.22 | $ 3.18 |
Exercisable, Ending | $ / shares | $ 3.04 | |
Weighted Average Remaining Contractual Term, Options Outstanding (in years) | 6 years 4 months 6 days | 6 years 10 months 2 days |
Weighted Average Remaining Contractual Term, Options Exercisable (in years) | 6 years 2 months 4 days | |
Aggregate Intrinsic Value, Options Outstanding | $ | $ 66,528 | $ 55,000 |
Aggregate Intrinsic Value, Options Exercisable | $ | $ 60,129 |
Stock Option Plan - Weighted-av
Stock Option Plan - Weighted-average Black-Scholes fair value assumptions (Details 1) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||
Expected term (in years) | 5 years | |||
Risk free interest rate | 0.00% | 0.00% | 0.00% | 2.02% |
Expected volatility | 0.00% | 0.00% | 0.00% | 0.99% |
Expected dividend rate | 0.00% | 0.00% | 0.00% | 0.00% |
Stock Option Plan - Stock-based
Stock Option Plan - Stock-based compensation (Details 2) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 98 | $ 138 | $ 196 | $ 331 |
Cost of Revenue | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 1 | 1 | 1 | 1 |
Engineering and Product Development | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 5 | 9 | 12 | 17 |
Sales and Marketing | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 15 | 22 | 31 | 51 |
General and Administrative | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 77 | $ 106 | $ 152 | $ 262 |
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 | Jun. 30, 2019 | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Sep. 30, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Total unrecognized compensation cost related to non-vested stock options | $ 598 | $ 598 | ||||||||||
Weighted average period of unvested stock awards | 1 year 4 months 17 days | |||||||||||
Weighted average grant date fair value of options granted | $ 5.97 | |||||||||||
Aggregate grant date fair value | $ 806 | |||||||||||
One-time expense | $ 49 | |||||||||||
Stock-based compensation expense | $ 98 | $ 138 | $ 196 | $ 331 | ||||||||
Number of stock option granted | 135,000 | |||||||||||
2007 Key Person Stock Option Plan | Stock options | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Number of shares available for future stock-based compensation grants | 0 | 0 | ||||||||||
Maximum number of shares issued pursuant to awards granted under plan | 407,500 | 407,500 | ||||||||||
2014 Stock Incentive Plan | Stock options | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Number of shares available for future stock-based compensation grants | 993,200 | 993,200 | ||||||||||
Maximum number of shares issued pursuant to awards granted under plan | 2,783,616 | 2,783,616 | 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 | CEO | ||||||||||||
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 | four - year | |||||||||||
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 | one-year |
Net Income Per Share, Basic a_3
Net Income Per Share, Basic and Diluted (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Earnings Per Share [Abstract] | ||||
Basic EPS (in shares) | 6,411,606 | 5,982,711 | 6,368,905 | 5,953,818 |
Common stock warrants (in shares) | 168,099 | 281,224 | 207,471 | 256,916 |
Common stock options (in shares) | 1,506,435 | 1,270,911 | 1,551,865 | 1,195,010 |
Diluted EPS (in shares) | 8,086,140 | 7,534,846 | 8,128,241 | 7,403,498 |
Net Income - Basic EPS | $ 2,619 | $ 1,453 | $ 4,472 | $ 2,159 |
Net Income - Common stock warrants | 0 | 0 | 0 | 0 |
Net Income - Common stock options | 0 | 0 | 0 | 0 |
Net Income - Diluted EPS | $ 2,619 | $ 1,453 | $ 4,472 | $ 2,159 |
Basic EPS (in dollars per share) | $ 0.41 | $ 0.24 | $ 0.70 | $ 0.36 |
Diluted EPS (in dollars per share) | $ 0.32 | $ 0.19 | $ 0.55 | $ 0.29 |
Net Income Per Share, Basic a_4
Net Income Per Share, Basic and Diluted (Details 1) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Weighted average shares outstanding: | ||||
Total | 0 | 135,000 | 0 | 135,000 |
Common stock warrants | ||||
Weighted average shares outstanding: | ||||
Total | 0 | 0 | 0 | 0 |
Options | ||||
Weighted average shares outstanding: | ||||
Total | 0 | 135,000 | 0 | 135,000 |