Document Entity Information Doc
Document Entity Information Document - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Mar. 20, 2019 | Jun. 30, 2018 | |
Document Information [Abstract] | |||
Entity Registrant Name | Sphere 3D Corp. | ||
Entity Central Index Key | 0001591956 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Non-accelerated Filer | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2018 | ||
Document Fiscal Year Focus | 2018 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Common Stock, Shares Outstanding | 2,258,071 | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Shell Company | false | ||
Entity Ex Transition Period | true | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 5 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Cash and Cash Equivalents | $ 341 | $ 600 |
Accounts receivable, net | 1,142 | 1,911 |
Inventories | 1,230 | 1,449 |
Other Current Assets | 784 | 418 |
Assets of discontinued operations | 0 | 72,009 |
Assets, Current | 3,497 | 76,387 |
Investment | 2,100 | 0 |
Property and Equipment, Net | 6 | 24 |
Intangible Assets, Net | 3,348 | 5,198 |
Goodwill | 1,385 | 1,385 |
Other Assets | 950 | 286 |
Total Assets | 11,286 | 83,280 |
Accounts Payable | 4,600 | 3,079 |
Accrued Liabilities | 1,711 | 1,261 |
Accrued Payroll and Employee Compensation | 1,717 | 1,319 |
Deferred Revenue | 988 | 1,119 |
Debt, Related Party | 500 | 0 |
Line of credit | 100 | 0 |
Other Current Liabilities | 23 | 22 |
Liabilities of discontinued operations | 0 | 63,780 |
Liabilities, Current | 9,639 | 70,580 |
Series A redeemable convertible preferred shares | 6,571 | 0 |
Deferred Revenue, long-term | 667 | 552 |
Deferred income taxes | 16 | 16 |
Other Non-current Liabilities | 0 | 1,669 |
Total Liabilities | 16,893 | 72,817 |
Commitments and Contingencies (Note 17) | ||
Common shares, no par value; 2,219,141 and 889,461 shares issued and outstanding as of December 31, 2018 and 2017, respectively | 183,524 | 173,871 |
Accumulated Other Comprehensive Loss | (1,816) | (1,981) |
Accumulated Deficit | (187,315) | (161,427) |
Total shareholders' (deficit) equity | (5,607) | 10,463 |
Total liabilities and shareholders' (deficit) equity | $ 11,286 | $ 83,280 |
Consolidated Balance Sheets Con
Consolidated Balance Sheets Consolidated Balance Sheets Parenthetical Data - $ / shares | Dec. 31, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Common Stock, No Par Value | $ 0 | $ 0 |
Common Stock, Shares, Issued | 2,219,141 | 889,461 |
Common Stock, Shares, Outstanding | 2,219,141 | 889,461 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Revenues | $ 9,030 | $ 12,599 |
Gross Profit | 1,679 | 3,145 |
Sales and Marketing | 3,375 | 3,402 |
Research and Development | 3,425 | 5,867 |
General and Administrative | 7,499 | 9,653 |
Impairment of Acquired Intangible Assets | 0 | 2,294 |
Operating Expenses | 14,299 | 21,216 |
Loss from Operations | (12,620) | (18,071) |
Other Income (Expense) | ||
Interest Expense, Related Party | (76) | 0 |
Other Income, net | 10 | 1,799 |
Loss before Income Taxes | (12,686) | (16,272) |
Benefit from income taxes | 0 | (852) |
Net loss from continuing operations | (12,686) | (15,420) |
Net loss from discontinued operations | (13,522) | (10,764) |
Net loss | $ (26,208) | $ (26,184) |
Loss Per Share, Basic and Diluted [Abstract] | ||
Net loss per share continuing operations | $ (7.65) | $ (24.78) |
Net loss per share discontinued operations | (8.15) | (17.30) |
Net loss per share basic and diluted | $ (15.80) | $ (42.08) |
Weighted Average Number of Shares Outstanding, Diluted [Abstract] | ||
Basic and Diluted | 1,658,862 | 622,203 |
Product [Member] | ||
Revenues | $ 6,108 | $ 9,698 |
Cost of Goods and Services | 5,481 | 8,227 |
Service [Member] | ||
Revenues | 2,922 | 2,901 |
Cost of Goods and Services | $ 1,870 | $ 1,227 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss Statement - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Net loss | $ (26,208) | $ (26,184) |
Other Comprehensive Income (Loss) | ||
Foreign currency translation adjustment | 34 | (416) |
Foreign currency reclassification to discontinued operations | 131 | 0 |
Total other comprehensive income (loss) | 165 | (416) |
Comprehensive loss | $ (26,043) | $ (26,600) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Operating Activities [Abstract] | ||
Net loss | $ (26,208) | $ (26,184) |
Adjustments to reconcile net loss to cash used in operating activities: | ||
Loss on disposal of discontinued operations | 4,281 | 0 |
Impairment of acquired intangible assets | 0 | 2,524 |
Depreciation and Amortization | 3,857 | 6,087 |
Share-based Compensation | 1,637 | 7,795 |
Provision for losses on accounts receivable | 88 | 12 |
Deferred Tax Benefit | 0 | (2,114) |
Amortization of Debt Issuance Costs | 1,532 | 2,241 |
Loss on revaluation of investment | 0 | 1,145 |
Fair Value Adjustment of Warrants | (259) | (2,249) |
Paid-in-Kind Interest Expense, related party | 875 | 15 |
Changes in operating assets and liabilities (net of effects of acquisition): | ||
Accounts Receivable | 2,867 | 1,377 |
Inventories | 645 | 2,048 |
Accounts Payable and Accrued Liabilities | 7,076 | 1,398 |
Accrued Payroll and Employee Compensation | (933) | 785 |
Deferred Revenue | (1,221) | (808) |
Other Assets and Liabilities, Net | (1,858) | (3,037) |
Net Cash Used in Operating Activities | (7,621) | (8,965) |
Investing activities: | ||
Proceeds from Divestiture | 1,000 | 0 |
Acquisition, Net of Cash Acquired | 0 | (1,051) |
Purchase of Fixed Assets | (56) | (123) |
Net Cash Provided by (Used in) Investing Activities | 944 | (1,174) |
Financing activities: | ||
Proceeds from issuance of common shares and warrants | 2,310 | 10,862 |
Payment for Issuance Costs | (421) | (1,020) |
Proceeds from Debt, Related Party | 500 | 2,000 |
Payments on Debt, Related Party | (192) | (2,308) |
Proceeds from exercise of outstanding warrants | 147 | 0 |
Proceeds from Line of Credit | 100 | 0 |
Net Cash Provided by Financing Activities | 2,444 | 9,534 |
Effect of Exchange Rate Changes on Cash | (24) | 147 |
Net decrease in cash and cash equivalents | (4,257) | (458) |
Cash and cash equivalents, beginning of period | 4,598 | 5,056 |
Cash and cash equivalents, end of period | 341 | 4,598 |
Less: Cash and cash equivalents, discontinued operations | 0 | 3,998 |
Cash and Cash Equivalents of continuing operations, end of period | $ 341 | $ 600 |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows Supplemental Disclosures of Cash Flow Information - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Supplemental Cash Flow Information [Abstract] | ||
Cash paid for income taxes | $ 1,102 | $ 215 |
Cash paid for interest | 762 | 1,681 |
Cash Flow, Noncash Investing and Financing Activities Disclosure [Abstract] | ||
Conversion of secured debt to Series A redeemable convertible preferred shares | 6,500 | 0 |
Issuance of common shares for settlement of liabilities | 2,160 | 184 |
Stock issued for payment of related party liabilities | 1,393 | 1,960 |
Costs accrued for issuance of common shares | 174 | 94 |
Issuance of common shares for acquisition | 0 | 332 |
Issuance of warrants in relation to settlement of liabilities | $ 0 | $ 181 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity (Deficit) Statement - USD ($) $ in Thousands | Total | Common Shares [Member] | Common Shares Including Additional Paid in Capital [Member] | AOCI [Member] | Accumulated Deficit [Member] |
Shares, Issued, period start at Dec. 31, 2016 | 332,988 | ||||
Total Shareholders' Equity, period start at Dec. 31, 2016 | $ 20,446 | $ 157,254 | $ (1,565) | $ (135,243) | |
Stock Issued During Period, Shares, New Issues | 233,306 | ||||
Stock Issued During Period, Value, New Issues | 9,993 | 9,993 | |||
Proceeds from Warrant Exercises | 0 | ||||
Stock Issued During Period, Shares, Purchase of Assets | 11,029 | ||||
Stock Issued During Period, Value, Purchase of Assets | 332 | 332 | |||
Stock Issued During Period, Shares, Related Party Interest Expense | 73,287 | ||||
Stock Issued During Period, Value, Related Party Interest Expense | 1,960 | 1,960 | |||
Adjustments to Additional Paid in Capital, Warrant Issued | $ (3,647) | (3,647) | |||
Shares Issued for Warrant Exchange | 202,240 | 202,240 | |||
Shares Issued for Warrant Exchange, value | $ 0 | 0 | |||
Issuance of common shares pursuant to the vesting of restricted stock units | 29,694 | ||||
Restricted Stock, Value, Shares Issued Net of Tax Withholdings | 0 | 0 | |||
Stock Issued During Period, Shares, Issued for Services | 6,917 | ||||
Stock Issued During Period, Value, Issued for Services | 184 | 184 | |||
Share-based Compensation, Requisite Service Period Recognition | 7,795 | 7,795 | |||
Other Comprehensive (Loss) Income | (416) | (416) | |||
Net loss | (26,184) | (26,184) | |||
Shares, Issued, period end at Dec. 31, 2017 | 889,461 | ||||
Total Shareholders' Equity, period end at Dec. 31, 2017 | 10,463 | 173,871 | (1,981) | (161,427) | |
Stock Issued During Period, Shares, New Issues | 492,600 | ||||
Stock Issued During Period, Value, New Issues | 2,097 | 2,097 | |||
Shares Issued, Warrants Exercised | 26,250 | ||||
Proceeds from Warrant Exercises | 147 | 147 | |||
Stock Issued During Period, Shares, Related Party Interest Expense | 219,434 | ||||
Stock Issued During Period, Value, Related Party Interest Expense | 1,393 | 1,393 | |||
Shares Issued for Warrant Exchange | 178,875 | ||||
Shares Issued for Warrant Exchange, value | 1,364 | 1,364 | |||
Issuance of common shares pursuant to the vesting of restricted stock units | 71,579 | ||||
Restricted Stock, Value, Shares Issued Net of Tax Withholdings | 0 | 0 | |||
Stock Issued During Period, Shares, Issued for Services | 340,942 | ||||
Stock Issued During Period, Value, Issued for Services | 2,160 | 2,160 | |||
Share-based Compensation, Requisite Service Period Recognition | 2,492 | 2,492 | |||
Other Comprehensive (Loss) Income | 165 | 165 | |||
Net loss | (26,208) | (26,208) | |||
Shares, Issued, period end at Dec. 31, 2018 | 2,219,141 | ||||
Total Shareholders' Equity, period end at Dec. 31, 2018 | (5,607) | $ 183,524 | $ (1,816) | (187,315) | |
Adoption of accounting standards | $ 320 | $ 320 |
Organization and Business
Organization and Business | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | Organization and Business Sphere 3D Corp. (the “Company”) was incorporated under the Business Corporations Act (Ontario) on May 2, 2007 as T.B. Mining Ventures Inc. On March 24, 2015, the Company completed a short-form amalgamation with a wholly-owned subsidiary. In connection with the short-form amalgamation, the Company changed its name to “Sphere 3D Corp.” The Company delivers data management, and desktop and application virtualization solutions through hybrid cloud, cloud and on premise implementations by its global reseller network. The Company achieves this through a combination of containerized applications, virtual desktops, virtual storage and physical hyper-converged platforms. The Company’s products allow organizations to deploy a combination of public, private or hybrid cloud strategies while backing them up with the latest storage solutions. The Company has a portfolio of brands including SnapCLOUD ® , SnapServer ® , SnapSync™, HVE, Glassware 2.0™, and V3 ® . On February 20, 2018, the Company, Overland Storage, Inc., a California corporation and a wholly owned subsidiary of the Company at such time (“Overland”), and Silicon Valley Technology Partners, Inc. (formerly Silicon Valley Technology Partners LLC) (“SVTP”), a Delaware corporation established by Eric Kelly, the Company’s former Chief Executive Officer and Chairman of the Board of Directors, entered into a share purchase agreement (as amended by that certain First Amendment to Share Purchase Agreement dated August 21, 2018, and as further amended by that certain Second Amendment to Share Purchase Agreement dated November 1, 2018, the “Purchase Agreement”), pursuant to which the Company agreed to sell to SVTP all of the issued and outstanding shares of capital stock of Overland. On November 13, 2018 , the Company closed the Purchase Agreement in consideration for (i) the issuance to the Company of shares of Series A Preferred Stock of SVTP (“SVTP Preferred Shares”) representing 19.9% of the outstanding shares of capital stock of SVTP as of the closing with a value of $2.1 million , (ii) the release of the Company from outstanding debt obligations totaling $41.7 million assumed by SVTP, and (iii) $1.0 million in cash proceeds from SVTP. In connection with the closing of the Purchase Agreement, the Company filed an articles of amendment to its articles of amalgamation setting forth the rights, privileges, restrictions and conditions of a new series of non-voting preferred shares of the Company (the “Series A Preferred Shares”). The Company entered into a Conversion Agreement between the Company and FBC Holdings S.a r.l. (“FBC Holdings”), pursuant to which $6.5 million of the Company’s outstanding secured debt was converted into 6,500,000 Series A Preferred Shares (the “Preferred Shares”). Management has projected that cash on hand will not be sufficient to allow the Company to continue operations beyond May 31, 2019 if we are unable to raise additional funding for operations. We expect our working capital needs to increase in the future as we continue to expand and enhance our operations. Our ability to raise additional funds through equity or debt financings or other sources may depend on the financial success of our current business and successful implementation of our key strategic initiatives, financial, economic and market conditions and other factors, some of which are beyond our control. No assurance can be given that we will be successful in raising the required capital at reasonable cost and at the required times, or at all. Further equity financings may have a dilutive effect on shareholders and any debt financing, if available, may require restrictions to be placed on our future financing and operating activities. If we require additional capital and are unsuccessful in raising that capital, we may not be able to continue our business operations and advance our growth initiatives, which could adversely impact our business, financial condition and results of operations. Significant changes from the Company’s current forecasts, including but not limited to: (i) failure to comply with the financial covenants in its debt facilities; (ii) shortfalls from projected sales levels; (iii) unexpected increases in product costs; (iv) increases in operating costs; (v) changes in the historical timing of collecting accounts receivable; and (vi) inability to maintain compliance with the requirements of the NASDAQ Capital Market and/or inability to maintain listing with the NASDAQ Capital Market could have a material adverse impact on the Company’s ability to access the level of funding necessary to continue its operations at current levels. If any of these events occurs or the Company is unable to generate sufficient cash from operations or financing sources, the Company may be forced to liquidate assets where possible and/or curtail, suspend or cease planned programs or operations generally or seek bankruptcy protection or be subject to an involuntary bankruptcy petition, any of, which would have a material adverse effect on the Company’s business, results of operations, financial position and liquidity. The Company incurred losses from operations and negative cash flows from operating activities for the 12 months ended December 31, 2018 , and such losses might continue for a period of time. Based upon the Company's current expectations and projections for the next year, the Company believes that it will not have sufficient liquidity necessary to sustain operations beyond May 31, 2019. These factors, among others, raise substantial doubt that the Company will be able to continue as a going concern. The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Reverse Stock Split On October 24, 2018, the Board of Directors of the Company authorized a share consolidation (also known as a reverse stock split) of the Company’s issued and outstanding common shares at a ratio of 1-for-8 , which became effective on November 5, 2018. All share and per share amounts in the accompanying consolidated financial statements and the notes thereto have been restated for all periods to reflect the share consolidation. On July 5, 2017, the Board of Directors of the Company authorized a share consolidation of the Company’s issued and outstanding common shares at a ratio of 1-for-25 , which became effective on July 11, 2017. All share and per share amounts in the accompanying consolidated financial statements and the notes thereto were restated for all periods to reflect the share consolidation. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | Significant Accounting Policies Principles of Consolidation The consolidated financial statements of the Company have been prepared by management in accordance with accounting principles generally accepted in the United States of America (“GAAP”), applied on a basis consistent for all periods. These consolidated financial statements include the accounts of the Company and its subsidiaries, all of which are wholly owned. All intercompany balances and transactions have been appropriately eliminated in consolidation. On November 13, 2018, the Company closed the Purchase Agreement related to its divestiture of Overland. Beginning in the fourth quarter of 2018, the financial results of Overland have been reflected in the Company’s consolidated statements of operations as discontinued operations. Additionally, the assets and liabilities associated with the discontinued operations in the consolidated balance sheet as of December 31, 2017 are classified as discontinued operations. The Company’s statements of cash flows are presented on a combined basis, including continuing and discontinued operations. Unless it is otherwise disclosed, all other disclosures in the consolidated financial statements are related to continuing operations. Use of Estimates The preparation of the consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of revenues and expenses during the reporting period. Significant areas requiring the use of management estimates relate to the determination of provisions for impairment assessments of goodwill, other indefinite-lived intangible assets and long-lived assets; deferred revenue; allowance for doubtful receivables; inventory valuation; warranty provisions; deferred income taxes; and litigation claims. Actual results could differ from these estimates. Foreign Currency Translation The financial statements of foreign subsidiaries, for which the functional currency is the local currency, are translated into U.S. dollars using the exchange rate at the consolidated balance sheet date for assets and liabilities and a weighted-average exchange rate during the year for revenue, expenses, gains and losses. Translation adjustments are recorded as other comprehensive income (loss) within shareholders’ (deficit) equity. Gains or losses from foreign currency transactions are recognized in the consolidated statements of operations. Such transactions resulted in a loss of $0.3 million in 2018 and a gain of $0.7 million in 2017 . Cash Equivalents Highly liquid investments with insignificant interest rate risk and original maturities of three months or less, when purchased, are classified as cash equivalents. Cash equivalents are composed of money market funds. The carrying amounts approximate fair value due to the short maturities of these instruments. Accounts Receivable Accounts receivable is recorded at the invoiced amount and is non-interest bearing. We estimate our allowance for doubtful accounts based on an assessment of the collectability of specific accounts and the overall condition of the accounts receivable portfolio. When evaluating the adequacy of the allowance for doubtful accounts, we analyze specific trade and other receivables, historical bad debts, customer credits, customer concentrations, customer credit-worthiness, current economic trends and changes in customers’ payment terms and/or patterns. We review the allowance for doubtful accounts on a quarterly basis and record adjustments as considered necessary. Customer accounts are written-off against the allowance for doubtful accounts when an account is considered uncollectable. At December 31, 2018 and 2017 , allowance for doubtful accounts of $0.1 million and $1.5 million , respectively, was recorded. The change in the allowance for doubtful accounts balance was related to continuing operations. Inventories Inventories are stated at the lower of cost and net realizable value using the first-in-first-out method. Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. We assess the value of inventories periodically based upon numerous factors including, among others, expected product or material demand, current market conditions, technological obsolescence, current cost, and net realizable value. If necessary, we write down our inventory for obsolete or unmarketable inventory by an amount equal to the difference between the cost of the inventory and the net realizable value. Investment in Affiliate The Company holds an investment in equity securities of a nonpublic company for business and strategic purposes. The equity securities do not have a readily determinable fair value and are carried at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. The Company reviews its investment on a regular basis to determine if the investment is impaired. For purposes of this assessment, the Company considers the investee’s cash position, earnings and revenue outlook, liquidity and management ownership, among other factors, in its review. If management’s assessment indicates that an impairment exists, the Company estimates the fair value of the equity investment and recognizes in current earnings an impairment loss that is equal to the difference between the fair value of the equity investment and its carrying amount. Property and Equipment Property and equipment are recorded at cost. Depreciation expense is computed using the straight-line method. Leasehold improvements are depreciated over the shorter of the remaining estimated useful life of the asset or the term of the lease. Expenditures for normal maintenance and repair are charged to expense as incurred, and improvements are capitalized. Upon the sale or retirement of property or equipment, the asset cost and related accumulated depreciation are removed from the respective accounts and any gain or loss is included in the results of operations. The continuing operations of the Company had a nominal amount of property and equipment at both December 31, 2018 and 2017. Estimated useful lives are typically as follows: Furniture and fixtures 5 years Computer equipment and software 1-5 years Goodwill and Intangible Assets Goodwill represents the excess of consideration paid over the value assigned to the net tangible and identifiable intangible assets acquired. For intangible assets purchased in a business combination, the estimated fair values of the assets received are used to establish their recorded values. For intangible assets acquired in a non-monetary exchange, the estimated fair values of the assets transferred (or the estimated fair values of the assets received, if more clearly evident) are used to establish their recorded values. Valuation techniques consistent with the market approach, income approach and/or cost approach are used to measure fair value. Purchased intangible assets are amortized on a straight-line basis over their economic lives of six to 25 years for channel partner relationships, three to nine years for developed technology, three to eight years for capitalized development costs, and two to 25 years for customer relationships as this method most closely reflects the pattern in which the economic benefits of the assets will be consumed. Impairment of Goodwill and Intangible Assets Goodwill and intangible assets are tested for impairment on an annual basis at December 31, or more frequently if there are indicators of impairment. Triggering events for impairment reviews may be indicators such as adverse industry or economic trends, restructuring actions, lower projections of profitability, or a sustained decline in our market capitalization. Intangible assets are quantitatively assessed for impairment, if necessary, by comparing their estimated fair values to their carrying values. If the carrying value exceeds the fair value, the difference is recorded as an impairment. Revenue Recognition The Company generates revenue primarily from: (i) solutions for standalone storage and integrated hyper-converged storage; (ii) professional services; and (iii) warranty and customer services. As of January 1, 2018, the Company adopted Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers, which affects how the Company recognizes revenue in these arrangements. The Company applied the provisions of Topic 606 using the modified retrospective approach, with the cumulative effect of the adoption recognized as of January 1, 2018, to all contracts that had not been completed as of that date. Approximately 70% of the Company’s revenue is recognized when performance obligations under the terms of a contract with a customer are satisfied at a point in time. These contracts are generally comprised of a single performance obligation to transfer products. Accordingly, the Company recognizes revenue when change of control has been transferred to the customer, generally at the time of shipment of products. The Company sells its products both directly to customers and through distributors generally under agreements with payment terms typically less than 45 days. Revenue on direct product sales, excluding sales to distributors, are not entitled to any specific right of return or price protection, except for any defective product that may be returned under our standard product warranty. Product sales to distribution customers that are subject to certain rights of return, stock rotation privileges and price protections, contain a component of “variable consideration.” Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring products and is generally based upon a negotiated fixed price and is net of estimates for variable considerations. For performance obligations related to warranty and customer services, such as extended product warranties, the Company transfers control and recognizes revenue on a time-elapsed basis. The performance obligations are satisfied as services are rendered typically on a stand-ready basis over the contract term, which is generally 12 months. In limited circumstances where a customer is unable to accept shipment and requests products be delivered to, and stored on, the Company’s premises, also known as a “bill-and-hold” arrangements, revenue is recognized when: (i) the customer has requested delayed delivery and storage of the products, (ii) the goods are segregated from the inventory, (iii) the product is complete, ready for shipment and physical transfer to the customer, and (iv) the Company does not have the ability to use the product or direct it to another customer. The Company also enters into revenue arrangements that may consist of multiple performance obligations of its product and service offerings such as for sales of hardware devices and extended warranty services. The Company allocates contract fees to the performance obligations on a relative stand-alone selling price basis. The Company determines the stand-alone selling price based on its normal pricing and discounting practices for the specific product and/or service when sold separately. When the Company is unable to establish the individual stand-alone price for all elements in an arrangement by reference to sold separately instances, the Company may estimate the stand-alone selling price of each performance obligation using a cost plus a margin approach, by reference to third party evidence of selling price, based on the Company’s actual historical selling prices of similar items, or based on a combination of the aforementioned methodologies; whichever management believes provides the most reliable estimate of stand-alone selling price. Warranty and Extended Warranty We record a provision for standard warranties provided with all products. If future actual costs to repair were to differ significantly from estimates, the impact of these unforeseen costs or cost reductions would be recorded in subsequent periods. Separately priced extended on-site warranties and service contracts are offered for sale to customers on all product lines. We contract with third party service providers to provide service relating to on-site warranties and service contracts. Extended warranty and service contract revenue and amounts paid in advance to outside service organizations are deferred and recognized as service revenue and cost of service, respectively, over the period of the service agreement. The Company will typically apply the practical expedient to agreements wherein the period between transfer of any good or service in the contract and when the customer pays for that good or service is one year or less. Advanced payments for long-term maintenance and warranty contracts do not give rise to a significant financing component. Rather, such payments are required by the Company primarily for reasons other than the provision of finance to the entity. Shipping and Handling Amounts billed to customers for shipping and handling are included in product revenue, and costs incurred related to shipping and handling are included in cost of product revenue. Advertising Costs Advertising costs are expensed as incurred. Advertising expenses were $0.1 million for each of the years ended December 31, 2018 and 2017 . Research and Development Costs Research and development expenses include payroll, employee benefits, share-based compensation expense, and other headcount-related expenses associated with product development. Research and development expenses also include third party development and programming costs, localization costs incurred to translate software for international markets, and the amortization of purchased software code and services content. Such costs related to software development are included in research and development expense until the point that technological feasibility is reached, which for our software products, is generally shortly before the products are released to manufacturing. Once technological feasibility is reached, such costs are capitalized and amortized to cost of revenue over the estimated lives of the products. During 2018 and 2017 , no development costs were capitalized. Segment Information We report segment data based on the management approach. The management approach designates the internal reporting that is used by management for making operating and investment decisions and evaluating performance as the source of our reportable segments. We use one measurement of profitability and do not disaggregate our business for internal reporting. We operate in one segment providing data management, and desktop and application virtualization solutions for small and medium businesses and distributed enterprises. We disclose information about products and services, geographic areas, and major customers. Income Taxes We provide for income taxes utilizing the asset and liability approach of accounting for income taxes. Under this approach, deferred taxes represent the future tax consequences expected to occur when the reported amounts of assets and liabilities are recovered or paid. The provision for income taxes generally represents income taxes paid or payable for the current year plus the change in deferred taxes during the year. Deferred taxes result from differences between the financial and tax basis of our assets and liabilities and are adjusted for changes in tax rates and tax laws when changes are enacted. Valuation allowances are recorded to reduce deferred tax assets when a judgment is made that it is considered more likely than not that a tax benefit will not be realized. A decision to record a valuation allowance results in an increase in income tax expense or a decrease in income tax benefit. If the valuation allowance is released in a future period, income tax expense will be reduced accordingly. The calculation of tax liabilities involves evaluating uncertainties in the application of complex global tax regulations. The impact of an uncertain income tax position is recognized at the largest amount that is “more likely than not” to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. If the estimate of tax liabilities proves to be less than the ultimate assessment, a further charge to expense would result. Comprehensive Loss Comprehensive loss and its components encompass all changes in equity other than those arising from transactions with shareholders, including net loss and foreign currency translation adjustments, and is disclosed in a separate consolidated statement of comprehensive loss. Concentration of Credit Risks Financial instruments that potentially subject us to concentrations of credit risk consist primarily of trade accounts receivable, which are generally not collateralized. To reduce credit risk, we perform ongoing credit evaluations of its customers and maintain allowances for potential credit losses for estimated bad debt losses. At December 31, 2018, there were four customers that made up 71.0% of accounts receivable. At December 31, 2017, there was one customer that made up 36.0% of accounts receivable. There were two customers that made up in the aggregate 25.4% of net revenue for the year ended December 31, 2018. There was one customer that made up 22.2% of net revenue for the year ended December 31, 2017. Share-based Compensation We account for share-based awards, and similar equity instruments, granted to employees, non-employee directors, and consultants under the fair value method. Share-based compensation award types include stock options and restricted stock. We use the Black-Scholes option pricing model to estimate the fair value of option awards on the measurement date, which generally is the date of grant. The expense is recognized over the requisite service period (usually the vesting period) for the estimated number of instruments for which service is expected to be rendered. The fair value of restricted stock units (“RSUs”) is estimated based on the market value of the Company’s common shares on the date of grant. The fair value of options granted to non-employees is estimated at the measurement date using the Black-Scholes option pricing model and the unvested options remeasured at each reporting date, with changes in fair value recognized in expense in the consolidated statement of operations. Share-based compensation expense for options with graded vesting is recognized pursuant to an accelerated method. Share-based compensation expense for RSUs is recognized over the vesting period using the straight-line method. Share-based compensation expense for an award with performance conditions is recognized when the achievement of such performance conditions are determined to be probable. If the outcome of such performance condition is not determined to be probable or is not met, no compensation expense is recognized and any previously recognized compensation expense is reversed. Forfeitures are recognized in share-based compensation expense as they occur. We have not recognized, and do not expect to recognize in the near future, any tax benefit related to share-based compensation cost as a result of the full valuation allowance of our net deferred tax assets and its net operating loss carryforward. Recently Issued Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) that are adopted by the Company as of the specified effective date. If not discussed, the Company believes that the impact of recently issued standards, which are not yet effective, will not have a material impact on the Company’s consolidated financial statements upon adoption. In August 2018, the FASB issued Accounting Standards Update (“ASU”) No. 2018-13, Fair Value Measurement (Topic 820). The new guidance removes, modifies and adds to certain disclosure requirements on fair value measurements in Topic 820, Fair Value Measurement. The update is effective for annual reporting periods, including interim periods, beginning after December 15, 2019, with early adoption permitted. We do not expect the adoption of ASU 2018-13 to have a material effect on our consolidated financial statements and related disclosures. In June 2018, the FASB issued ASU No. 2018-07, ASU No. 2018-07, Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-07). The update aligns measurement and classification guidance for share-based payments to nonemployees with the guidance applicable to employees. Under the new guidance, the measurement of equity-classified nonemployee awards will be fixed at the grant date. The update is effective for annual reporting periods, including interim periods, beginning after December 15, 2018, with early adoption permitted. We do not expect the adoption of ASU 2018-07 to have a material effect on our consolidated financial statements and related disclosures. In January 2017, the FASB issued ASU No. 2017-04, Intangibles - Goodwill and Other (Topic 350) - Simplifying the Test for Goodwill Impairment (“ASU 2017-04”) . The update simplifies the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. An entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount, and recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit's fair value, if applicable. The loss recognized should not exceed the total amount of goodwill allocated to the reporting unit. The same impairment test also applies to any reporting unit with a zero or negative carrying amount. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. The update is effective for annual reporting periods, including interim periods, beginning after December 15, 2019, on a prospective basis. Early adoption is permitted for interim or annual goodwill impairment tests performed after January 1, 2017. We do not expect the adoption of ASU 2017-04 to have a material effect on our consolidated financial statements and related disclosures. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) (“ASU 2016-02”), as amended. The update increases transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and requires disclosing key information about leasing arrangements. The update is effective for reporting periods beginning after December 15, 2018, with early adoption permitted. An entity will be required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. We do not expect the adoption of ASU 2016-02 to have a material effect on our consolidated financial statements and related disclosures due to the Company’s limited number of lease commitments. Recently Adopted Accounting Pronouncements On January 1, 2018, the Company adopted ASU 2014-09, Revenue from Contracts with Customers and all the related amendments, or ASC Topic 606. Under Topic 606, an entity is required to recognize revenue 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. Topic 606 defines a five-step process in order to achieve this core principle, which may require the use of judgment and estimates, and also requires expanded qualitative and quantitative disclosures relating to the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers, including significant judgments and estimates used. The adoption of the new standard requires the recognition of revenues generally upon shipment to our customers for both direct consumers and distributors. The Company previously recognized contract consideration associated with its distributors on the “sell-through basis”, or when the purchased goods or services transferred to the ultimate end user customer. Under Topic 606, contract consideration will be recognized on a “sell-in basis” or when control of the purchased goods or services transfer to the distributor. The Company elected to adopt this guidance using the modified retrospective method and it resulted in a cumulative adjustment reducing our accumulated deficit by approximately $0.3 million . Comparative prior periods were not adjusted and continue to be reported under FASB ASC Topic 605, Revenue Recognition . In connection with the adoption of Topic 606, the Company is required to capitalize certain contract acquisition costs consisting primarily of commissions paid when customer contracts are finalized. The Company elected to follow a Topic 606 practical expedient and expense the incremental costs of obtaining a contract (sales commissions) when incurred as the capitalized long-term contract costs are not significant. For certain performance obligations relating to services, extended warranty, and other service agreements that are settled over time, the Company has elected to apply the practical expedient and forgo adjusting the transaction price for the consideration of the effects of time value of money for prepaid services wherein the period between transfer of any good or service in the contract and when the customer pays for that good or service is one year or less. The impact of the adoption of ASC 606 on our consolidated balance sheet and our consolidated statements of operations, comprehensive loss, equity (deficit) and cash flows was not material. We do not expect the adoption of this guidance to have a material effect on our results of operations in future periods. In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”). The update addresses eight cash flow classification issues and how they should be reported in the statement of cash flows. The update is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. The adoption of the new standard on January 1, 2018 did not have a material effect on our cash flows. In May 2017, the FASB issued ASU No. 2017-09, Compensation - Stock Compensation (Topic 718) - Scope of Modification Accounting (“ASU 2017-09”). The update provides clarity and is expected to reduce both diversity in practice and the cost and complexity when accounting for a change to the terms of a stock-based award. The update is effective for fiscal years, including interim periods within those fiscal years, beginning after December 15, 2017, on a prospective basis. The adoption of the new standard on January 1, 2018 did not have a material effect on our financial position, results of operations or cash flows. In July 2017, the FASB issued Accounting Standards Update (“ASU”) No. 2017-11, Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815) (“ASU 2017-11”) . The update changes the classification of certain equity-linked financial instruments (or embedded features) with down round features. The update also clarifies existing disclosure requirements for equity-classified instruments. The update is effective retrospectively for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period. We early adopted the new standard effective January 1, 2018 and it did not have a material effect on our financial position, results of operations or cash flows. |
Discontinued Operations (Notes)
Discontinued Operations (Notes) | 12 Months Ended |
Dec. 31, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block] | Discontinued Operations In May 2018, the shareholders approved the divestiture of Overland. In November 2018, the Company exchanged all the issued and outstanding shares of capital stock of Overland to SVTP in consideration for (i) the issuance to the Company of shares of Series A Preferred Stock of SVTP representing 19.9% of the outstanding shares of capital stock of SVTP as of the closing with a value of $2.1 million , (ii) the release of the Company from outstanding debt obligations totaling $41.7 million assumed by SVTP, and (iii) $1.0 million in cash proceeds from SVTP. In addition, the Company entered into a Conversion Agreement with FBC Holdings, pursuant to which $6.5 million of the Company’s outstanding related party secured note was converted into 6,500,000 Preferred Shares. In 2018, the Company recorded a loss on the divestiture of Overland of $4.3 million which is included in net loss of discontinued operations. At December 31, 2018, accrued payroll and employee compensation included $1.0 million for accrued one-time employee related costs associated with the divestiture, which is included in the loss on the disposal of discontinued operations. The Company and the buyer entered into a transition service agreement (“TSA”) to facilitate an orderly transition process. The TSA has terms ranging from six months to 24 months depending on the service. Expense incurred by the Company related to the TSA was approximately $149,000 for the year ended December 31, 2018, and was included in continuing operations. The results of operations for Overland for the period ended November 13, 2018 and year ended December 31, 2017 have been reflected as discontinued operations in the consolidated statements of operations and comprehensive loss for the years ended December 31, 2018 and 2017, and consist of the following (in thousands): Year Ended December 31, 2018 2017 Revenue of discontinued operations: Product revenue $ 50,285 $ 63,122 Service revenue 4,445 5,803 54,730 68,925 Cost of product revenue 34,493 44,546 Cost of service revenue 1,543 2,471 Gross profit of discontinued operations 18,694 21,908 Sales and marketing 10,987 15,281 Research and development 982 1,783 General and administrative 7,761 10,459 Impairment of acquired intangible assets — 230 19,730 27,753 Loss from operations of discontinued operations (1,036 ) (5,845 ) Other (expense) income of discontinued operations: Loss on disposal of discontinued operations (4,281 ) — Interest expense, related party (3,390 ) (2,520 ) Interest expense (2,321 ) (3,391 ) Other (expense) income (920 ) 212 Loss before income taxes of discontinued operations (11,948 ) (11,544 ) Provision for (benefit from) income taxes of discontinued operations 1,574 (780 ) Net loss of discontinued operations $ (13,522 ) $ (10,764 ) Assets and liabilities from discontinued operations related to the divestiture of Overland consisted of the following amounts (in thousands): December 31, Assets: Cash and cash equivalents $ 3,998 Accounts receivable, net 9,570 Inventories 6,917 Other current assets 1,411 Property and equipment, net 2,718 Intangible assets, net 36,275 Goodwill 10,205 Other assets 915 Total assets of discontinued operations $ 72,009 Liabilities: Accounts payable $ 6,283 Accrued liabilities 4,816 Deferred revenue 4,666 Debt, related party 44,808 Other liabilities 3,207 Total liabilities of discontinued operations $ 63,780 Certain cash flows from discontinued operations consisted of the following amounts (in thousands): Year Ended December 31, 2018 2017 Depreciation and amortization $ 2,137 $ 2,688 Share-based compensation $ 855 $ — Capital expenditures $ 64 $ 123 |
Business Combination
Business Combination | 12 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
Business Combination Disclosure [Text Block] | Business Combination UCX and HVE Acquisition In December 2016, the Company acquired 19.9% of the outstanding equity interests of Unified ConneXions, Inc. (“UCX”) and HVE ConneXions, LLC (“HVE”) for the purchase price of $1.5 million . The Company issued 19,737 shares of its common shares in satisfaction of payment. In January 2017, the Company completed its acquisition of all of the remaining outstanding equity interests of UCX and HVE, for $1.1 million in cash and issued 11,029 common shares with an approximate value of $0.3 million . In 2017, the Company recognized a $1.1 million loss, included in other expense, as a result of the remeasurement to fair value of the equity interest held immediately before the business combination. The valuation was based on the Company’s private placement completed as of January 26, 2017. UCX and HVE provide information technology consulting services and hardware solutions around cloud computing, data storage and server virtualization to corporate, government, and educational institutions primarily in the southern central United States. By adding UCX’s technologies, professional services and engineering talent, and HVE’s products, engineering and virtualization expertise, the Company intends to expand its virtualization offerings as well as enhance its ability to accelerate the delivery of hybrid cloud solutions to customers. We incurred acquisition related expenses of $34,000 , which consisted primarily of due diligence, legal and other one-time charges and are included in general and administrative expense in the consolidated statements of operations. A summary of the estimated fair values of the assets acquired and liabilities assumed as of the closing date were as follows (in thousands): Cash $ 49 Accounts receivable 582 Inventory 206 Identifiable intangible assets 1,260 Other assets 45 Total identifiable assets acquired 2,142 Accounts payable and accrued liabilities (359 ) Deferred revenue (518 ) Net identifiable assets acquired 1,265 Goodwill 522 Net assets acquired $ 1,787 Goodwill is primarily comprised of a trained assembled workforce. The fair value estimates for the assets acquired and liabilities assumed for the acquisition were based on estimates and analysis, including work performed by third party valuation specialists. The goodwill recognized upon acquisition is not deductible for tax purposes. The results of operations related to this acquisition have been included in our consolidated statements of operations from the acquisition date. Pro forma results of operations have not been presented because at this time it is impracticable to provide as the information is not available at the level of detail required. The identified intangible assets as of the date of acquisition consisted of the following (in thousands): Estimated Weighted- Channel partner relationships $ 730 6.0 Customer relationships 380 3.2 Developed technology 150 3.0 Total identified intangible assets $ 1,260 |
Investment in Affiliate (Notes)
Investment in Affiliate (Notes) | 12 Months Ended |
Dec. 31, 2018 | |
Investments in and Advances to Affiliates [Abstract] | |
Investments in and Advances to Affiliates, Schedule of Investments [Text Block] | Investment in Affiliate In November 2018, in connection with the divestiture of Overland, the Company received 1,879,699 SVTP Preferred Shares representing 19.9% of the outstanding shares of capital stock of SVTP with a fair value of $2.1 million . The fair value of this investment was estimated using discounted cash flows and consideration of the Exchange Agreement described below. The Company concluded it does not have a significant influence over the investee. There were no known identified events or changes in circumstances that may have a significant adverse effect on the fair value of the investment at December 31, 2018. In November 2018, the Company also entered into an Exchange and Buy-Out Agreement (the “Exchange Agreement”), between the Company, FBC Holdings, SVTP, and MF Ventures LLC (“MFV”). Under the terms of the Exchange Agreement, (i) the Company granted FBC Holdings the right to exchange up to 2,500,000 of the Company’s Preferred Shares held by FBC Holdings for up to all of the SVTP Preferred Shares held by the Company (the “Exchange Right”), with such Exchange Right expiring within two years of the November 2018 closing, and (ii) MFV and SVTP have the right to purchase up to 2,500,000 Preferred Shares held by FBC Holdings (or, following exercise of the Exchange Right by FBC Holdings, the SVTP shares held by FBC Holdings) (the “Buy-out Right”), with such Buy-out Right expiring within one year of the November 2018 closing. If MFV or SVTP exercise their Buy-out Right prior to FBC Holdings’s exercise of its Exchange Right, then any Preferred Shares subject to the exercise of the Buy-out Right will automatically be exchanged for the same number of SVTP Preferred Shares that would have been issued to FBC Holdings had the Exchange Right been exercised prior to the buy-out. In connection with the Exchange Agreement, the Company entered into a security and pledge agreement between the Company and FBC Holdings, pursuant to which, among other things, the Company granted a security interest to FBC Holdings in all the SVTP Preferred Shares held by the Company to secure the Company’s obligations under the Exchange Agreement. |
Certain Balance Sheet Items
Certain Balance Sheet Items | 12 Months Ended |
Dec. 31, 2018 | |
Balance Sheet Related Disclosures [Abstract] | |
Supplemental Balance Sheet Disclosures [Text Block] | Certain Balance Sheet Items The following table summarizes inventories (in thousands): December 31, 2018 2017 Raw materials $ 255 $ 84 Work in process 282 253 Finished goods 693 1,112 $ 1,230 $ 1,449 The following table summarizes other current assets (in thousands): December 31, 2018 2017 Deferred cost - service contracts $ 385 $ 153 Prepaid insurance and services 344 62 Other 55 203 $ 784 $ 418 The following table summarizes property and equipment (in thousands): December 31, 2018 2017 Computer equipment $ 281 $ 954 Leasehold improvements — 83 Furniture and fixtures — 31 281 1,068 Accumulated depreciation and amortization (275 ) (1,044 ) $ 6 $ 24 Depreciation and amortization expense for property and equipment was $13,000 and $110,000 for the years ended December 31, 2018 and 2017 , respectively. The following table summarizes other assets (in thousands): December 31, 2018 2017 Prepaid Insurance $ 653 $ — Deferred cost – service contracts 270 190 Other 27 96 $ 950 $ 286 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets Disclosure [Text Block] | Intangible Assets and Goodwill The following table summarizes intangible assets, net (in thousands): December 31, 2018 2017 Developed technology $ 13,383 $ 13,383 Channel partner relationships 730 730 Capitalized development costs (1) 2,918 3,166 Customer relationships 380 380 17,411 17,659 Accumulated amortization: Developed technology (12,222 ) (11,145 ) Channel partner relationships (233 ) (112 ) Capitalized development costs (1) (1,655 ) (1,409 ) Customer relationships (303 ) (145 ) (14,413 ) (12,811 ) Total finite-lived assets, net 2,998 4,848 Indefinite-lived intangible assets - trade names 350 350 Total intangible assets, net $ 3,348 $ 5,198 ________________ (1) Includes the impact of foreign currency exchange rate fluctuations. Amortization expense of intangible assets was $1.7 million and $3.3 million for the years ended December 31, 2018 and 2017 , respectively. Estimated amortization expense for intangible assets is approximately $1.0 million , $0.9 million , $0.5 million , $0.3 million and $34,000 in fiscal 2019, 2020, 2021, 2022 and 2023, respectively. Goodwill The changes in the carrying amount of goodwill were as follows (in thousands): Balance as of January 1, 2017 $ 863 Goodwill acquired 522 Balance as of December 31, 2017 $ 1,385 Impairment In 2017, primarily as a result of the Company’s change in revenue projection for its Snap product line, it was determined the carrying value of indefinite-lived intangible assets exceeded its estimated fair value. In measuring fair value, the Company used income and market approaches. The Company compared the indicated fair value to the carrying value of its indefinite-lived assets, and as a result of the analysis, an impairment charge of $2.0 million was recorded to indefinite-lived trade names for the year ended December 31, 2017. In addition, the Company recorded an impairment of $0.3 million related to developed technology for the year ended December 31, 2017. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | Debt Related party note payable In November 2018, in connection with the divestiture of Overland, the Company entered into a $0.5 million note payable held by SVTP. The note payable bears an interest at a rate of 8.0% per annum. The principal amount of the note payable along with any unpaid interest is due on May 13, 2019 . The obligations under the note payable are secured by the SVTP Preferred Shares held by the Company. Line of credit The Company has a line of credit agreement with a bank with a maximum borrowing limit of $0.4 million . Borrowings under this agreement bear interest at an interest rate of 6.0% per annum. The line of credit expires on December 19, 2019 . The outstanding balance was $0.1 million as of December 31, 2018 . Borrowings under the line of credit are secured by the inventory and accounts receivable balances of the Company. Related Party Secured Note In April 2016, the Company modified its secured note with FBC Holdings, pursuant to which the holder made an additional advance and principal amount under the secured note amount was increased to $24.5 million . The secured note had a simple annual interest rate of 8.0% , payable semi-annually. The obligations under the secured note were secured by substantially all assets of the Company. On November 13, 2018, in connection with the closing of the Purchase Agreement, the Company entered into a Conversion and Royalty Agreement, between the Company, SVTP and FBC Holdings which SVTP assumed $19.0 million of the obligations and liabilities of the secured note, including accrued interest expense, and the Company was released as obligors and guarantors of the secured note. Further, in connection with the closing, the Company entered into a Conversion Agreement, between the Company and FBC Holdings which the remaining $6.5 million of the Company’s secured debt was converted into 6,500,000 Preferred Shares. For the years ended December 31, 2018 and 2017 , the Company issued 219,434 and 73,287 common shares, respectively, for the settlement of fees associated with 2018 amendments to the loan and accrued interest expense. For the years ended December 31, 2018 and 2017 , interest expense, including amortization of debt costs, on the convertible note was $2.5 million and $2.2 million , respectively, and is included in net loss from discontinued operations. Related Party Debt In December 2017, the Company entered into a $2.0 million subordinated promissory note with MF Ventures, LLC, a related party. The promissory note bore interest at a 12.5% simple annual interest rate, payable quarterly in arrears. Interest shall be paid in kind by increasing the principal amount of the note on each quarterly interest payment date. On November 13, 2018, pursuant to the Purchase Agreement, the promissory note balance of $2.3 million , including interest paid in kind, was assumed by SVTP. For the year ended December 31, 2018 , interest expense, including amortization of debt costs, on the promissory note was $0.3 million and is included in the net loss from discontinued operations. In September 2016, the Company entered into a $2.5 million agreement with FBC Holdings. In January 2018 , the loan was paid in full per the term loan agreement. The term loan had a 20.0% simple annual interest rate. For the years ended December 31, 2017, interest expense, including amortization of debt costs, on the term loan was $0.3 million and is included in the net loss from discontinued operations. Credit Agreement In April 2016, the Company entered into a Credit Agreement with Opus Bank for a term loan. On June 6, 2018, the Credit Agreement was assigned by Opus Bank to Colbeck. On August 16, 2018, the Credit Agreement was assigned by Colbeck to FBC Holdings, a related party. The credit facilities had a 13.25% simple annual interest rate. On November 13, 2018, the Company closed the transactions contemplated by the Purchase Agreement and, in connection therewith, SVTP assumed the obligations of the Company under the Credit Agreement, which had an outstanding balance, including accrued interest and debt cost, of $20.4 million at such time. For the year ended December 31, 2018 , interest expense, including amortization of debt costs, was $2.8 million , of which $0.5 million was related party interest expense, and is included in the net loss from discontinued operations. For the year ended December 31, 2017, interest expense, including amortization of debt costs, was $3.4 million and is included in the net loss from discontinued operations. |
Preferred Shares (Notes)
Preferred Shares (Notes) | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Preferred Stock [Text Block] | Preferred Shares Series A Redeemable Preferred Shares In 2018, the Company filed an articles of amendment to its articles of amalgamation setting forth the rights, privileges, restrictions and conditions of a new series of non-voting preferred shares of the Company. On November 13, 2018, in connection with the disposition of Overland, the Company entered into a Conversion Agreement with FBC Holdings and $6.5 million of the outstanding principal amount of its secured note held by FBC Holdings was converted into 6,500,000 Preferred Shares. The Preferred Shares (i) are convertible into the Company’s common shares, subject to prior shareholder approval, at a conversion rate equal to $1.00 per share, plus accrued and unpaid dividends, divided by an amount equal to 0.85 multiplied by a 15-day volume weighted average price per common share prior to the date the conversion notice is provided (the “Conversion Rate”), subject to a conversion price floor of $0.80 , (ii) carry a cumulative preferred dividend at a rate of 8.0% of the subscription price per preferred share, (iii) are subject to mandatory redemption for cash at the option of the holders thereof after a two-year period, and (iv) carry a liquidation preference equal to the subscription price per preferred share plus any accrued and unpaid dividends. The common shares issuable upon the conversion of the Preferred Shares may constitute more than 20% of the common shares of the Company currently outstanding and may result in a change of control of the Company, and therefore the Company will seek shareholder approval for the issuance of all common shares issuable upon conversion of the Preferred Shares; provided, however, that the Company shall not seek shareholder approval unless such approval would occur after the six-month anniversary of the initial issue date of the Preferred Shares. In the event shareholder approval is not obtained, FBC Holdings and its affiliates will not be entitled to convert such Preferred Shares into common shares, but any unaffiliated transferee may convert all or any part of the Preferred Shares held by such transferee into the number of fully paid and non-assessable common shares that is equal to the number of Preferred Shares to be converted multiplied by the Conversion Rate in effect on the date of conversion; provided that, (x) after such conversion, the common shares issuable upon such conversion, together with all Common Shares held by such third party transferee that are or would be deemed to be aggregated under the rules of the Nasdaq Stock Market, in the aggregate would not exceed 19.9% of the total number of common shares of the Company then outstanding and (y) such conversion and issuance would not otherwise violate or cause the Company to violate the Company’s obligations under the rules or regulations of the Nasdaq Stock Market. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures [Text Block] | Fair Value Measurements The authoritative guidance for fair value measurements establishes a three tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. Assets and Liabilities that are Measured at Fair Value on a Recurring Basis Our financial instruments include cash equivalents, accounts receivable, prepaid expenses, accounts payable, accrued expenses, debt, related party debt and preferred shares. Fair value estimates of these instruments are made at a specific point in time, based on relevant market information. These estimates may be subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. The carrying amount of cash equivalents, accounts receivable, prepaid expenses, accounts payable and accrued expenses are generally considered to be representative of their respective fair values because of the short-term nature of those instruments. The carrying value of debt and related party debt approximates its fair value as the borrowing rates are substantially comparable to rates available for loans with similar terms. The Company estimates the fair value of the preferred shares utilizing Level 2 inputs, including market yields for similar instruments. The following table provides information by level for liabilities that are measured at fair value using significant unobservable inputs (Level 3) (in thousands): Warrant liability as of January 1, 2017 $ 200 Additions to warrant liability 4,677 Change in fair value of warrants (2,249 ) Reclassification to equity (959 ) Warrant liability as of December 31, 2017 1,669 Adoption of accounting guidance (46 ) Change in fair value of warrants (259 ) Reclassification to equity resulting from warrant exchange agreement (1,364 ) Warrant liability as of December 31, 2018 $ — The Company determined the estimated fair value of the warrant liability using a Black-Scholes model using similar assumptions as disclosed in Note 12 - Equity Incentive Plan . Assets and Liabilities that are Measured at Fair Value on a Nonrecurring Basis The Company's non-financial assets such as investment in affiliate, goodwill, intangible assets and property and equipment are recorded at fair value when an impairment is recognized or at the time acquired in a business combination. As discussed in Note 7 - Intangible Assets and Goodwill , at December 31, 2017, the Company recorded impairment charges associated with acquired intangible assets, and reduced the carrying amount of such assets subject to the impairment to their estimated fair value. |
Share Capital
Share Capital | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | Share Capital In April 2018, the Company closed an underwritten public offering and issued 412,500 common shares and warrants to purchase up to an aggregate of 123,750 common shares at an aggregate purchase price of $5.60 per common share and accompanying warrant, as well as a concurrent closing of warrants to purchase an additional 14,063 common shares pursuant to the partial exercise of the over-allotment option granted to the underwriter. Gross proceeds, before underwriting discounts and commissions and other offering expenses, were approximately $2.3 million . In May 2018, the Company issued 80,100 common shares to satisfy payment obligations incurred by the Company in the aggregate amount of $0.3 million . The obligations were related to the Share Purchase Agreement entered into in February 2018. Reverse Stock Split On October 24, 2018, the Board of Directors of the Company authorized a share consolidation (also known as a reverse stock split) of the Company’s issued and outstanding common shares at a ratio of 1-for-8 , which became effective on November 5, 2018. All share and per share amounts in the accompanying consolidated financial statements and the notes thereto have been restated for all periods to reflect the share consolidation. On July 5, 2017, the Board of Directors of the Company authorized a share consolidation of the Company’s issued and outstanding common shares at a ratio of 1-for-25 , which became effective on July 11, 2017. All share and per share amounts were restated for all periods to reflect the share consolidation. The Company has unlimited authorized shares of common shares at no par value. At December 31, 2018 , the Company had the following outstanding warrants to purchase common shares: Date issued Contractual life (years) Exercise price per share Number outstanding Expiration May 2015 5 $800.00 4,200 May 31, 2020 October 2015 5 $466.00 2,010 October 14, 2020 December 2015 5 $500.00 5,138 December 15, 2020 December 2015 5 $216.00 7,500 (1) December 4, 2020 February 2016 3 $324.00 2,500 February 26, 2019 March 2016 5 $500.00 150 March 4, 2021 November 2016 3 $400.00 125 November 8, 2019 August 2017 5 $42.00 37,500 August 11, 2022 August 2017 5 $42.00 11,876 August 16, 2022 August 2017 5 $42.00 25,625 August 22, 2022 April 2018 5 $5.60 111,563 April 17, 2023 208,187 (2) _______________ (1) If the Company or any subsidiary thereof, at any time while this warrant is outstanding, enters into a Variable Rate Transaction (“VRT”) (as defined in the purchase agreement) and the issue price, conversion price or exercise price per share applicable thereto is less than the warrant exercise price then in effect, the exercise price shall be reduced to equal the VRT price. (2) Includes 40,000 of warrants to purchase common shares, in the aggregate, outstanding to related parties at December 31, 2018 . Related Party Share Capital Transactions In August 2017, the Company entered into a securities purchase agreement with certain investors pursuant to which the Company issued (i) 75,000 common shares, of which 49,375 common shares were issued to related parties, and (ii) warrants for the purchase of up to 75,000 common shares, of which 49,375 warrants were issued to related parties, in a private placement in exchange for a cash payment of $3.0 million . The purchase price was $40.00 per common share and warrant to purchase one common share, and the exercise price of the warrants is $42.00 per warrant share. The warrants were subject to certain anti-dilution adjustments through December 2017. In July 2017, the Company entered into amended and restated warrant agreements with certain holders of warrants previously issued in March 2016 (the “Amended March 2016 Warrant”) and between December 2016 and March 2017 (the “Amended March 2017 Warrants” and together with the Amended March 2016 Warrant, the “Amended and Restated Warrants”). Pursuant to the amended and restated warrant agreements, the Company issued an aggregate of 202,240 common shares, of which 164,423 common shares were issued to related parties, in exchange for the cancellation of such warrants. Immediately after the exchange, the amended and restated warrant agreements became null and void. In March 2017, the Company entered into a securities purchase agreement with certain investors party thereto, pursuant to which the Company issued to the investors, in the aggregate, 102,273 of the Company’s common shares, of which 22,727 common shares and warrants to purchase 22,727 shares were issued to a related party, for gross proceeds of $4.5 million . The securities purchase agreement also provided for the concurrent private placement of warrants exercisable to purchase up to 108,409 common shares. Each warrant had an exercise price of $60.00 per warrant share. In August 2017, the Company issued additional common shares, which triggered a price adjustment for the March 2017 warrants from $60.00 to $40.00 and the Company issued, in the aggregate, additional warrants exercisable to purchase up to 54,205 common shares, of which a related party received 11,364 warrants exercisable to purchase common shares. In March 2018, the Company entered into warrant exchange agreements, in a privately negotiated exchange under Section 4(a)(2) of the Securities Act of 1933, as amended, pursuant to which the Company issued 178,875 common shares in exchange for the surrender and cancellation of the Company’s outstanding March 24, 2017 warrants (the “Exchange”). Immediately after the Exchange, the previously issued warrants became null and void. A related party participated in the Exchange by acquiring 37,500 common shares in exchange for the cancellation of a warrant to purchase 34,091 common shares. Between December 30, 2016 and March 16, 2017, the Company completed a private placement and issued a total of 90,700 “Units” at a purchase price of $60.00 per Unit of which 71,792 were issued to related parties. Each Unit consisted of one common share and one warrant from each of two series of warrants. The Company received gross proceeds of $5.4 million in connection with the sale of the Units. The warrants were exercisable to purchase 181,400 common shares in the aggregate. In July 2017, the warrants issued between December 30, 2016 and March 16, 2017 were null and void as a result of the Amended and Restated Warrants agreement. |
Equity Incentive Plan
Equity Incentive Plan | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | Equity Incentive Plans In 2018, the shareholders approved the amendment of our 2015 Performance Incentive Plan (“2015 Plan”) which increased the 2015 Plan by 382,500 shares. The 2015 Plan, as amended, authorizes the Board of Directors to grant stock and options awards of up to 640,843 common shares to directors, employees and consultants. As of December 31, 2018 , the Company had approximately 142,456 share-based awards available for future grant. The Company’s Employee Stock Purchase Plan (“ESPP”) authorizes the purchase of up to 37,500 common shares by employees under the plan. As of December 31, 2018 and 2017, there were no offering periods available to employees. Stock Options The fair value of each option is estimated on the date of grant using the Black-Scholes option pricing model, which uses the weighted-average assumptions noted in the following table: Year Ended December 31, 2018 2017 Expected volatility — 120.0 % Risk-free interest rate — 2.1 % Dividend yield — — Expected term (in years) — 4.7 The expected volatility was based on the Company’s historical share price. The risk-free interest rate is determined based upon a constant maturity U.S. Treasury security with a contractual life approximating the expected term of the option. The expected term of options granted is estimated based on a number of factors, including but not limited to the vesting term of the award, historical employee exercise behavior, the expected volatility of the Company’s common shares and an employee’s average length of service. Options typically vest over a three -year period from the original grant date. The exercise price of each award is based on the market price of the Company’s common shares at the date of grant. Option awards can be granted for a maximum term of up to ten years. Option activity is summarized below: Shares Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (years) Aggregate Intrinsic Value Options outstanding at January 1, 2017 16,258 $ 434.00 Granted 10,924 $ 31.76 Exercised — $ — Forfeited (3,646 ) $ 502.64 Options outstanding at December 31, 2017 23,536 $ 251.20 Granted — $ — Exercised — $ — Forfeited (3,486 ) $ 132.23 Options outstanding at December 31, 2018 20,050 $ 199.06 3.3 $ — Vested and expected to vest at December 31, 2018 20,050 $ 199.06 3.3 $ — Exercisable at December 31, 2018 20,028 $ 199.25 3.3 $ — The following table summarizes information about the Company’s stock options: Year Ended December 31, 2018 2017 Weighted-average grant date fair value per share $ — $ 25.84 Intrinsic value of options exercised $ — $ — Cash received upon exercise of options $ — $ — Restricted Stock Units The following table summarizes information about RSU activity: Number of Shares Weighted Average Grant Date Fair Value Outstanding — January 1, 2017 18,948 $ 516.00 Granted 151,405 $ 31.68 Vested and released (29,694 ) $ 263.25 Forfeited (14,690 ) $ 111.12 Outstanding — December 31, 2017 125,969 $ 39.12 Granted 50 $ 20.00 Vested and released (71,579 ) $ 50.88 Forfeited (1,436 ) $ 77.80 Outstanding — December 31, 2018 53,004 $ 31.21 The estimated fair value of RSUs was based on the market value of the Company’s common shares on the date of grant. RSUs typically vest over a three -year period from the original date of grant. The total grant date fair value of RSUs vested during the years ended December 31, 2018 and 2017 was approximately $3.6 million and $8.0 million , respectively. The fair value of RSUs vested during the years ended December 31, 2018 and 2017 was approximately $0.7 million and $1.2 million , respectively. Outside of 2015 Equity Incentive Plan On March 26, 2019, the Board of Directors of the Company approved and granted 100,000 RSUs outside of the 2015 Plan to an employee. The RSUs have an estimated fair value of $2.51 per unit and vest over 1.5 years. In 2017, the Board of Directors of the Company approved and granted 25,780 RSUs outside of the 2015 Plan to certain employees. The RSUs have an estimated fair value of $70.00 per unit and vest over one to three years. Restricted Stock Awards During 2018 and 2017, the Company granted restricted stock awards (“RSA”) to certain employees, directors and consultants in lieu of cash payment for services performed. The estimated fair value of the RSAs was based on the market value of the Company’s common shares on the date of grant. The RSAs were fully vested on the date of grant. The fair value of the RSAs vested during the years ended December 31, 2018 and 2017 was approximately $2.2 million and $0.2 million , respectively. The following table summarizes information about RSA activity: Number of Shares Weighted Average Grant Date Fair Value Outstanding — January 1, 2017 — $ — Granted 6,917 $ 26.54 Vested (6,917 ) $ 26.54 Outstanding — December 31, 2017 — $ — Granted 340,942 $ 6.33 Vested (340,942 ) $ 6.33 Outstanding — December 31, 2018 — $ — Share-Based Compensation Expense The Company recorded the following compensation expense related to its share-based compensation awards, including amounts related to discontinued operations (in thousands): Year Ended December 31, 2018 2017 Cost of sales $ 47 $ 370 Sales and marketing 310 2,095 Research and development 210 1,431 General and administrative 1,070 3,899 Total share-based compensation expense $ 1,637 $ 7,795 As of December 31, 2018 , there was a total of $0.5 million of unrecognized compensation expense related to unvested equity-based compensation awards. The expense associated with non-vested restricted stock units and options awards granted as of December 31, 2018 is expected to be recognized over a weighted-average period of 1.3 years. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
Earnings Per Share [Text Block] | Net Loss per Share Basic net loss per share is computed by dividing net loss applicable to common shareholders by the weighted-average number of common shares outstanding during the period. For all periods presented, there is no difference in the number of shares used to calculate basic and diluted shares outstanding due to the Company’s net loss position. Anti-dilutive common share equivalents excluded from the computation of diluted net loss per share were as follows: December 31, 2018 2017 Redeemable preferred shares 6,500,000 — Common share purchase warrants 208,187 274,390 Restricted stock not yet vested or released 53,004 125,969 Options outstanding 20,050 23,536 Convertible notes — 40,833 Convertible notes interest — 40,945 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | Income Taxes The Company is subject to taxation in Canada and also in certain foreign tax jurisdictions. The Company's tax returns for calendar year 2012 and forward are subject to examination by the Canadian tax authorities. The Company's tax returns for fiscal year 2006 and forward are subject to examination by the U.S. federal and state tax authorities. The Company recognizes the impact of an uncertain income tax position on its income tax return at the largest amount that is “more likely than not” to be sustained upon audit by the relevant taxing authority. An uncertain tax position will not be recognized if it has less than a 50% likelihood of being sustained. At December 31, 2018 , there were no unrecognized tax benefits. The Company believes it is reasonably possible that, within the next 12 months, the amount of unrecognized tax benefits may remain unchanged. The Company recognizes interest and penalties related to unrecognized tax benefits in its provision for income taxes. The Company had no material accrual for interest and penalties on its consolidated balance sheets at December 31, 2018 and 2017 , and recognized no interest and/or penalties in the consolidated statements of operations for the years ended December 31, 2018 and 2017 . The components of loss before income taxes were as follows (in thousands): Year Ended December 31, 2018 2017 Domestic $ (11,872 ) $ (5,295 ) Foreign (743 ) (10,977 ) Total $ (12,615 ) $ (16,272 ) The benefit from income taxes includes the following (in thousands): Year Ended December 31, 2018 2017 Deferred: Foreign $ — $ (852 ) Total deferred tax benefit — (852 ) Benefit from income taxes $ — $ (852 ) A reconciliation of income taxes computed by applying the federal statutory income tax rate of 26.5% to loss before income taxes to the total income tax benefit reported in the accompanying consolidated statements of operations is as follows (in thousands): Year Ended December 31, 2018 2017 Income tax at statutory rate $ (3,343 ) $ (4,312 ) Foreign rate differential — (182 ) Change in tax rate — 1,664 Change in valuation allowance 1,329 3,433 Share-based compensation expense 44 193 Prior year true-ups 111 — Other differences 1,859 (1,648 ) Benefit from income taxes $ — $ (852 ) Deferred income taxes reflect the net effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets and liabilities are shown below. A valuation allowance has been recorded, as realization of such assets is uncertain. Deferred income taxes are comprised as follows (in thousands): December 31, 2018 2017 Deferred tax assets: Net operating loss carryforward $ 9,610 $ 8,450 Intangible assets 2,280 2,270 Share-based compensation 52 94 Other 1,256 1,056 Deferred tax assets, gross 13,198 11,870 Valuation allowance for deferred tax assets (13,198 ) (11,870 ) Deferred tax assets, net of valuation allowance — — Deferred tax liabilities: Indefinite-lived intangible assets (16 ) (16 ) Deferred tax liabilities (16 ) (16 ) Net deferred tax liabilities $ (16 ) $ (16 ) At December 31, 2018 , the Company had Canadian net operating loss carryforwards of $32.4 million . These carryforwards will begin expiring in 2031 , unless previously utilized. At December 31, 2018 , the Company had U.S. federal net operating loss carryforwards of $4.8 million . The remaining federal net operating loss will begin expiring in 2024 , unless previously utilized. For Canadian tax purposes there is an overall capital loss on the Company’s divestiture of Overland. The amount of the loss is dependent on the Company’s basis in the stock of Overland, which the Company has not completed its analysis to determine such amount. Due to the incomplete analysis, the Company has not recorded a benefit for the capital loss. The Company expects to finalize the determination of the basis and corresponding capital loss with the filing of its Canadian tax returns. Due to the Company’s full valuation allowance, any benefit recorded in future periods upon completion of an analysis will have no impact on continuing operations. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | Related Party Transactions In November 2018, the Company entered into a transition service agreement to facilitate an orderly transition process for the divestiture of Overland. The transition service agreement has terms ranging from six months to 24 months depending on the service. Net expense incurred by the Company related to such agreement was approximately $149,000 for the year ended December 31, 2018, and was included in continuing operations. Professional services provided by affiliates of the Company included in net loss from discontinued operations were $0.8 million and none during the years ended December 31, 2018 and 2017, respectively. As of December 31, 2018 and 2017 , accounts payable and accrued liabilities included $0.2 million and none , respectively, due to related parties. |
401K Plan
401K Plan | 12 Months Ended |
Dec. 31, 2018 | |
Retirement Benefits [Abstract] | |
Compensation and Employee Benefit Plans [Text Block] | 401K Plan The Company maintains an employee savings and retirement plan (the “401(k) Plan”) covering all of the Company’s U.S. employees, provided they meet the requirements of the plan. The 401(k) Plan permits but does not require matching contributions by the Company on behalf of participants. The Company has not made any matching contributions. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | Commitments and Contingencies Leases The Company leases various office space under non-cancelable operating leases that expire in various years through 2021. Future minimum lease payments as of December 31, 2018 under these arrangements are as follows (in thousands): Minimum 2019 $ 168 2020 112 2021 66 Total $ 346 Rent expense under non-cancelable operating leases is recognized on a straight-line basis over the respective lease terms and was $0.3 million for each of the years ended December 31, 2018 and 2017 , respectively. Letters of credit During the ordinary course of business, the Company provides standby letters of credit to third parties as required for certain transactions initiated by the Company. As of December 31, 2018 , the Company’s had no outstanding standby letters of credit. Warranty and Extended Warranty The Company had $0.7 million and $0.4 million in deferred costs included in other current and non-current assets related to deferred service revenue at December 31, 2018 and 2017 , respectively. Changes in the liability for product warranty and deferred revenue associated with extended warranties and service contracts were as follows (in thousands): Product Deferred Liability at January 1, 2017 $ — $ 749 Liabilities assumed from acquisition — 518 Settlements made during the period (23 ) (1,296 ) Change in liability for warranties issued during the period 24 1,566 Change in liability for pre-existing warranties 21 — Liability at December 31, 2017 22 1,537 Settlements made during the period — (1,417 ) Change in liability for warranties issued during the period — 1,351 Change in liability for pre-existing warranties — — Liability at December 31, 2018 $ 22 $ 1,471 Current liability $ 22 $ 825 Non-current liability — 646 Liability at December 31, 2018 $ 22 $ 1,471 Litigation The Company is, from time to time, subject to claims and suits arising in the ordinary course of business. In the opinion of management, the ultimate resolution of such pending proceedings will not have a material effect on the Company’s results of operations, financial position or cash flows. Patent Litigation Funding Agreement In December 2010, Overland entered into a litigation funding agreement (the “Funding Agreement”) with Special Situations Fund III QP, L.P., Special Situations Private Equity Fund, L.P., Special Situations Technology Fund, L.P., and Special Situations Technology Fund II, L.P. (collectively, the “Special Situations Funds”) pursuant to which the Special Situations Funds agreed to fund certain patent litigation brought by Overland. In May 2014, the Special Situations Funds filed a complaint against Overland in the Supreme Court for New York County, alleging breach of the Funding Agreement. The Special Situations Funds allege that Overland’s January 2014 acquisition of Tandberg Data entitled the Special Situation Funds to a $6.0 million payment under the Funding Agreement, and therefore Overland’s refusal to make the payment constitutes a breach of the Funding Agreement by Overland. In November 2014, the Special Situations Funds amended their complaint to allege that Overland breached the Funding Agreement’s implied covenant of good faith and fair dealing by settling the patent litigation with BDT in bad faith to avoid a payment obligation under the Funding Agreement. The Special Situations Funds were seeking $6.0 million in contractual damages as well as costs and fees. On October 10, 2017, the Court entered an order granting Overland’s motion for summary judgment and dismissing the Special Situations Funds’ complaint in its entirety with prejudice, and in April 2018, the parties entered into a settlement agreement ending the litigation that did not require payment from either party. Other In January 2018, Mr. Vito Lupis filed a statement of claim in the Ontario Court of Justice alleging, among other things, breach of contracts, deceit and negligence against Mr. Giovanni J. Morelli, a former officer of the Company, and vicarious liability against the Company, in connection with stock purchase agreements and other related agreements that would have been entered into between Mr. Lupis and the Company in 2012. The Company and Mr. Lupis have initiated settlement discussions to resolve the matter. In April 2015, we filed a proof of claim in connection with bankruptcy proceedings of V3 Systems, Inc. (“V3”) based on breaches by V3 of the Asset Purchase Agreement entered into between V3 and the Company dated February 11, 2014 (the “APA”). On October 6, 2015, UD Dissolution Liquidating Trust (“UD Trust”), the apparent successor to V3, filed a complaint against us and certain of our current and former directors in the U.S. Bankruptcy Court for the District of Utah Central Division objecting to our proof of claim and asserting claims for affirmative relief against us and our directors. This complaint alleges, among other things, that Sphere 3D breached the APA and engaged in certain other actions and/or omissions that caused V3 to be unable to timely sell the Sphere 3D common shares received by V3 pursuant to the APA. The plaintiff seeks, among other things, monetary damages for the loss of the potential earn-out consideration, the value of the common shares held back by us pursuant to the APA and costs and fees. We believe the lawsuit to be without merit and intend to vigorously defend against the action. On December 23, 2015, we filed a motion seeking to dismiss the majority of the claims asserted by the UD Trust. On January 13, 2016, we filed a counterclaim against the UD Trust in which we allege that V3 breached numerous provisions of the APA. On July 22, 2016, we filed a motion seeking to transfer venue of this action to the United States District Court for the District of Delaware. The Bankruptcy Court granted our motion to transfer venue on August 30, 2016, and the case was formally transferred to the Delaware District Court on October 11, 2016. On November 13, 2018, the Delaware District Court referred the case to the Delaware Bankruptcy Court. The Delaware Bankruptcy Court has not yet set a hearing on our motion to dismiss. In March 2018, UD Trust filed a complaint in U.S. District Court, Northern California District (“California Complaint”) asserting that two transactions involving the Company constitute fraudulent transfers under federal and state law. First, UD Trust alleges that the consolidation of the Company’s and its subsidiaries’ indebtedness to the Cyrus Group into a debenture between FBC Holdings and the Company in December 2014 constitutes a fraudulent transfer. Second, UD Trust alleges that the Share Purchase Agreement constitutes a fraudulent transfer, and seeks to require that the proceeds of the transaction be placed in escrow until the V3 litigation is resolved. The California Complaint also asserts a claim against the Company’s former CEO for breach of fiduciary duty, and a claim against the Cyrus Group for aiding and abetting breach of fiduciary duty. We believe the lawsuit to be without merit and intend to vigorously defend against the action. On July 25, 2018, we filed a motion seeking to dismiss all of the claims asserted against the Company and its former CEO. On the same day, the Cyrus Group filed a motion seeking to dismiss all claims asserted against the Cyrus Group. |
Segmented Information
Segmented Information | 12 Months Ended |
Dec. 31, 2018 | |
Segment Reporting [Abstract] | |
Segment Reporting Disclosure [Text Block] | Segmented Information The Company reports segment information as a single reportable business segment based upon the manner in which related information is organized, reviewed, and managed. The Company operates in one segment providing data storage and desktop virtualization solutions for small and medium businesses and distributed enterprises. The Company conducts business globally, and its sales and support activities are managed on a geographic basis. Our management reviews financial information presented on a consolidated basis, accompanied by disaggregated information it receives from its internal management system about revenues by geographic region, based on the location from which the customer relationship is managed, for purposes of allocating resources and evaluating financial performance. Information about Products and Services The following table summarizes net revenue (in thousands): Year Ended December 31, 2018 2017 Disk systems $ 6,108 $ 9,698 Service 2,922 2,901 $ 9,030 $ 12,599 Information about Geographic Areas The Company markets its products domestically and internationally. Revenue is attributed to the location to which the product was shipped. The Company divides its worldwide sales into three geographical regions: Americas; APAC, consisting of Asia Pacific countries; and EMEA consisting of Europe, the Middle East and Africa. The following table summarizes net revenue by geographic area (in thousands): Year Ended December 31, 2018 2017 Americas $ 8,044 $ 11,121 APAC 534 823 EMEA 452 655 Total $ 9,030 $ 12,599 |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Consolidation, Policy [Policy Text Block] | Principles of Consolidation The consolidated financial statements of the Company have been prepared by management in accordance with accounting principles generally accepted in the United States of America (“GAAP”), applied on a basis consistent for all periods. These consolidated financial statements include the accounts of the Company and its subsidiaries, all of which are wholly owned. All intercompany balances and transactions have been appropriately eliminated in consolidation. On November 13, 2018, the Company closed the Purchase Agreement related to its divestiture of Overland. Beginning in the fourth quarter of 2018, the financial results of Overland have been reflected in the Company’s consolidated statements of operations as discontinued operations. Additionally, the assets and liabilities associated with the discontinued operations in the consolidated balance sheet as of December 31, 2017 are classified as discontinued operations. The Company’s statements of cash flows are presented on a combined basis, including continuing and discontinued operations. Unless it is otherwise disclosed, all other disclosures in the consolidated financial statements are related to continuing operations. |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The preparation of the consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of revenues and expenses during the reporting period. Significant areas requiring the use of management estimates relate to the determination of provisions for impairment assessments of goodwill, other indefinite-lived intangible assets and long-lived assets; deferred revenue; allowance for doubtful receivables; inventory valuation; warranty provisions; deferred income taxes; and litigation claims. Actual results could differ from these estimates. |
Foreign Currency Transactions and Translations Policy [Policy Text Block] | Foreign Currency Translation The financial statements of foreign subsidiaries, for which the functional currency is the local currency, are translated into U.S. dollars using the exchange rate at the consolidated balance sheet date for assets and liabilities and a weighted-average exchange rate during the year for revenue, expenses, gains and losses. Translation adjustments are recorded as other comprehensive income (loss) within shareholders’ (deficit) equity. Gains or losses from foreign currency transactions are recognized in the consolidated statements of operations. |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash Equivalents Highly liquid investments with insignificant interest rate risk and original maturities of three months or less, when purchased, are classified as cash equivalents. Cash equivalents are composed of money market funds. The carrying amounts approximate fair value due to the short maturities of these instruments. |
Trade and Other Accounts Receivable, Policy [Policy Text Block] | Accounts Receivable Accounts receivable is recorded at the invoiced amount and is non-interest bearing. We estimate our allowance for doubtful accounts based on an assessment of the collectability of specific accounts and the overall condition of the accounts receivable portfolio. When evaluating the adequacy of the allowance for doubtful accounts, we analyze specific trade and other receivables, historical bad debts, customer credits, customer concentrations, customer credit-worthiness, current economic trends and changes in customers’ payment terms and/or patterns. We review the allowance for doubtful accounts on a quarterly basis and record adjustments as considered necessary. Customer accounts are written-off against the allowance for doubtful accounts when an account is considered uncollectable. |
Inventory, Policy [Policy Text Block] | Inventories Inventories are stated at the lower of cost and net realizable value using the first-in-first-out method. Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. We assess the value of inventories periodically based upon numerous factors including, among others, expected product or material demand, current market conditions, technological obsolescence, current cost, and net realizable value. If necessary, we write down our inventory for obsolete or unmarketable inventory by an amount equal to the difference between the cost of the inventory and the net realizable value. |
Equity Securities without Readily Determinable Fair Value [Policy Text Block] | Investment in Affiliate The Company holds an investment in equity securities of a nonpublic company for business and strategic purposes. The equity securities do not have a readily determinable fair value and are carried at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. The Company reviews its investment on a regular basis to determine if the investment is impaired. For purposes of this assessment, the Company considers the investee’s cash position, earnings and revenue outlook, liquidity and management ownership, among other factors, in its review. If management’s assessment indicates that an impairment exists, the Company estimates the fair value of the equity investment and recognizes in current earnings an impairment loss that is equal to the difference between the fair value of the equity investment and its carrying amount. |
Property, Plant and Equipment, Policy [Policy Text Block] | Property and Equipment Property and equipment are recorded at cost. Depreciation expense is computed using the straight-line method. Leasehold improvements are depreciated over the shorter of the remaining estimated useful life of the asset or the term of the lease. Expenditures for normal maintenance and repair are charged to expense as incurred, and improvements are capitalized. Upon the sale or retirement of property or equipment, the asset cost and related accumulated depreciation are removed from the respective accounts and any gain or loss is included in the results of operations. |
Goodwill and Intangible Assets, Policy [Policy Text Block] | Goodwill and Intangible Assets Goodwill represents the excess of consideration paid over the value assigned to the net tangible and identifiable intangible assets acquired. For intangible assets purchased in a business combination, the estimated fair values of the assets received are used to establish their recorded values. For intangible assets acquired in a non-monetary exchange, the estimated fair values of the assets transferred (or the estimated fair values of the assets received, if more clearly evident) are used to establish their recorded values. Valuation techniques consistent with the market approach, income approach and/or cost approach are used to measure fair value. Purchased intangible assets are amortized on a straight-line basis over their economic lives of six to 25 years for channel partner relationships, three to nine years for developed technology, three to eight years for capitalized development costs, and two to 25 years for customer relationships as this method most closely reflects the pattern in which the economic benefits of the assets will be consumed. |
Impairment or Disposal of Long-Lived Assets, Including Intangible Assets, Policy [Policy Text Block] | Impairment of Goodwill and Intangible Assets Goodwill and intangible assets are tested for impairment on an annual basis at December 31, or more frequently if there are indicators of impairment. Triggering events for impairment reviews may be indicators such as adverse industry or economic trends, restructuring actions, lower projections of profitability, or a sustained decline in our market capitalization. Intangible assets are quantitatively assessed for impairment, if necessary, by comparing their estimated fair values to their carrying values. If the carrying value exceeds the fair value, the difference is recorded as an impairment. |
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition The Company generates revenue primarily from: (i) solutions for standalone storage and integrated hyper-converged storage; (ii) professional services; and (iii) warranty and customer services. As of January 1, 2018, the Company adopted Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers, which affects how the Company recognizes revenue in these arrangements. The Company applied the provisions of Topic 606 using the modified retrospective approach, with the cumulative effect of the adoption recognized as of January 1, 2018, to all contracts that had not been completed as of that date. Approximately 70% of the Company’s revenue is recognized when performance obligations under the terms of a contract with a customer are satisfied at a point in time. These contracts are generally comprised of a single performance obligation to transfer products. Accordingly, the Company recognizes revenue when change of control has been transferred to the customer, generally at the time of shipment of products. The Company sells its products both directly to customers and through distributors generally under agreements with payment terms typically less than 45 days. Revenue on direct product sales, excluding sales to distributors, are not entitled to any specific right of return or price protection, except for any defective product that may be returned under our standard product warranty. Product sales to distribution customers that are subject to certain rights of return, stock rotation privileges and price protections, contain a component of “variable consideration.” Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring products and is generally based upon a negotiated fixed price and is net of estimates for variable considerations. For performance obligations related to warranty and customer services, such as extended product warranties, the Company transfers control and recognizes revenue on a time-elapsed basis. The performance obligations are satisfied as services are rendered typically on a stand-ready basis over the contract term, which is generally 12 months. In limited circumstances where a customer is unable to accept shipment and requests products be delivered to, and stored on, the Company’s premises, also known as a “bill-and-hold” arrangements, revenue is recognized when: (i) the customer has requested delayed delivery and storage of the products, (ii) the goods are segregated from the inventory, (iii) the product is complete, ready for shipment and physical transfer to the customer, and (iv) the Company does not have the ability to use the product or direct it to another customer. The Company also enters into revenue arrangements that may consist of multiple performance obligations of its product and service offerings such as for sales of hardware devices and extended warranty services. The Company allocates contract fees to the performance obligations on a relative stand-alone selling price basis. The Company determines the stand-alone selling price based on its normal pricing and discounting practices for the specific product and/or service when sold separately. When the Company is unable to establish the individual stand-alone price for all elements in an arrangement by reference to sold separately instances, the Company may estimate the stand-alone selling price of each performance obligation using a cost plus a margin approach, by reference to third party evidence of selling price, based on the Company’s actual historical selling prices of similar items, or based on a combination of the aforementioned methodologies; whichever management believes provides the most reliable estimate of stand-alone selling price. |
Standard Product Warranty, Policy [Policy Text Block] | Warranty and Extended Warranty We record a provision for standard warranties provided with all products. If future actual costs to repair were to differ significantly from estimates, the impact of these unforeseen costs or cost reductions would be recorded in subsequent periods. |
Extended Product Warranty, Policy [Policy Text Block] | Separately priced extended on-site warranties and service contracts are offered for sale to customers on all product lines. We contract with third party service providers to provide service relating to on-site warranties and service contracts. Extended warranty and service contract revenue and amounts paid in advance to outside service organizations are deferred and recognized as service revenue and cost of service, respectively, over the period of the service agreement. |
Shipping and Handling Cost, Policy [Policy Text Block] | Shipping and Handling Amounts billed to customers for shipping and handling are included in product revenue, and costs incurred related to shipping and handling are included in cost of product revenue. |
Advertising Costs, Policy [Policy Text Block] | Advertising Costs Advertising costs are expensed as incurred. |
Research and Development Expense, Policy [Policy Text Block] | Research and Development Costs Research and development expenses include payroll, employee benefits, share-based compensation expense, and other headcount-related expenses associated with product development. Research and development expenses also include third party development and programming costs, localization costs incurred to translate software for international markets, and the amortization of purchased software code and services content. Such costs related to software development are included in research and development expense until the point that technological feasibility is reached, which for our software products, is generally shortly before the products are released to manufacturing. Once technological feasibility is reached, such costs are capitalized and amortized to cost of revenue over the estimated lives of the products. |
Segment Reporting, Policy [Policy Text Block] | Segment Information We report segment data based on the management approach. The management approach designates the internal reporting that is used by management for making operating and investment decisions and evaluating performance as the source of our reportable segments. We use one measurement of profitability and do not disaggregate our business for internal reporting. We operate in one segment providing data management, and desktop and application virtualization solutions for small and medium businesses and distributed enterprises. We disclose information about products and services, geographic areas, and major customers. |
Income Tax, Policy [Policy Text Block] | Income Taxes We provide for income taxes utilizing the asset and liability approach of accounting for income taxes. Under this approach, deferred taxes represent the future tax consequences expected to occur when the reported amounts of assets and liabilities are recovered or paid. The provision for income taxes generally represents income taxes paid or payable for the current year plus the change in deferred taxes during the year. Deferred taxes result from differences between the financial and tax basis of our assets and liabilities and are adjusted for changes in tax rates and tax laws when changes are enacted. Valuation allowances are recorded to reduce deferred tax assets when a judgment is made that it is considered more likely than not that a tax benefit will not be realized. A decision to record a valuation allowance results in an increase in income tax expense or a decrease in income tax benefit. If the valuation allowance is released in a future period, income tax expense will be reduced accordingly. The calculation of tax liabilities involves evaluating uncertainties in the application of complex global tax regulations. The impact of an uncertain income tax position is recognized at the largest amount that is “more likely than not” to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. If the estimate of tax liabilities proves to be less than the ultimate assessment, a further charge to expense would result. |
Comprehensive Income, Policy [Policy Text Block] | Comprehensive Loss Comprehensive loss and its components encompass all changes in equity other than those arising from transactions with shareholders, including net loss and foreign currency translation adjustments, and is disclosed in a separate consolidated statement of comprehensive loss. |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Concentration of Credit Risks Financial instruments that potentially subject us to concentrations of credit risk consist primarily of trade accounts receivable, which are generally not collateralized. To reduce credit risk, we perform ongoing credit evaluations of its customers and maintain allowances for potential credit losses for estimated bad debt losses. |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | Share-based Compensation We account for share-based awards, and similar equity instruments, granted to employees, non-employee directors, and consultants under the fair value method. Share-based compensation award types include stock options and restricted stock. We use the Black-Scholes option pricing model to estimate the fair value of option awards on the measurement date, which generally is the date of grant. The expense is recognized over the requisite service period (usually the vesting period) for the estimated number of instruments for which service is expected to be rendered. The fair value of restricted stock units (“RSUs”) is estimated based on the market value of the Company’s common shares on the date of grant. The fair value of options granted to non-employees is estimated at the measurement date using the Black-Scholes option pricing model and the unvested options remeasured at each reporting date, with changes in fair value recognized in expense in the consolidated statement of operations. Share-based compensation expense for options with graded vesting is recognized pursuant to an accelerated method. Share-based compensation expense for RSUs is recognized over the vesting period using the straight-line method. Share-based compensation expense for an award with performance conditions is recognized when the achievement of such performance conditions are determined to be probable. If the outcome of such performance condition is not determined to be probable or is not met, no compensation expense is recognized and any previously recognized compensation expense is reversed. Forfeitures are recognized in share-based compensation expense as they occur. We have not recognized, and do not expect to recognize in the near future, any tax benefit related to share-based compensation cost as a result of the full valuation allowance of our net deferred tax assets and its net operating loss carryforward. |
New Accounting Pronouncements, Policy [Policy Text Block] | Recently Issued Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) that are adopted by the Company as of the specified effective date. If not discussed, the Company believes that the impact of recently issued standards, which are not yet effective, will not have a material impact on the Company’s consolidated financial statements upon adoption. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Property and equipment, useful life [Table Text Block] | Estimated useful lives are typically as follows: Furniture and fixtures 5 years Computer equipment and software 1-5 years |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposal Groups, Including Discontinued Operations [Table Text Block] | The results of operations for Overland for the period ended November 13, 2018 and year ended December 31, 2017 have been reflected as discontinued operations in the consolidated statements of operations and comprehensive loss for the years ended December 31, 2018 and 2017, and consist of the following (in thousands): Year Ended December 31, 2018 2017 Revenue of discontinued operations: Product revenue $ 50,285 $ 63,122 Service revenue 4,445 5,803 54,730 68,925 Cost of product revenue 34,493 44,546 Cost of service revenue 1,543 2,471 Gross profit of discontinued operations 18,694 21,908 Sales and marketing 10,987 15,281 Research and development 982 1,783 General and administrative 7,761 10,459 Impairment of acquired intangible assets — 230 19,730 27,753 Loss from operations of discontinued operations (1,036 ) (5,845 ) Other (expense) income of discontinued operations: Loss on disposal of discontinued operations (4,281 ) — Interest expense, related party (3,390 ) (2,520 ) Interest expense (2,321 ) (3,391 ) Other (expense) income (920 ) 212 Loss before income taxes of discontinued operations (11,948 ) (11,544 ) Provision for (benefit from) income taxes of discontinued operations 1,574 (780 ) Net loss of discontinued operations $ (13,522 ) $ (10,764 ) Assets and liabilities from discontinued operations related to the divestiture of Overland consisted of the following amounts (in thousands): December 31, Assets: Cash and cash equivalents $ 3,998 Accounts receivable, net 9,570 Inventories 6,917 Other current assets 1,411 Property and equipment, net 2,718 Intangible assets, net 36,275 Goodwill 10,205 Other assets 915 Total assets of discontinued operations $ 72,009 Liabilities: Accounts payable $ 6,283 Accrued liabilities 4,816 Deferred revenue 4,666 Debt, related party 44,808 Other liabilities 3,207 Total liabilities of discontinued operations $ 63,780 Certain cash flows from discontinued operations consisted of the following amounts (in thousands): Year Ended December 31, 2018 2017 Depreciation and amortization $ 2,137 $ 2,688 Share-based compensation $ 855 $ — Capital expenditures $ 64 $ 123 |
Business Combination (Tables)
Business Combination (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | A summary of the estimated fair values of the assets acquired and liabilities assumed as of the closing date were as follows (in thousands): Cash $ 49 Accounts receivable 582 Inventory 206 Identifiable intangible assets 1,260 Other assets 45 Total identifiable assets acquired 2,142 Accounts payable and accrued liabilities (359 ) Deferred revenue (518 ) Net identifiable assets acquired 1,265 Goodwill 522 Net assets acquired $ 1,787 |
Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination [Table Text Block] | The identified intangible assets as of the date of acquisition consisted of the following (in thousands): Estimated Weighted- Channel partner relationships $ 730 6.0 Customer relationships 380 3.2 Developed technology 150 3.0 Total identified intangible assets $ 1,260 |
Certain Balance Sheet Items (Ta
Certain Balance Sheet Items (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Balance Sheet Related Disclosures [Abstract] | |
Schedule of Inventory, Current [Table Text Block] | The following table summarizes inventories (in thousands): December 31, 2018 2017 Raw materials $ 255 $ 84 Work in process 282 253 Finished goods 693 1,112 $ 1,230 $ 1,449 |
Schedule of Other Current Assets [Table Text Block] | The following table summarizes other current assets (in thousands): December 31, 2018 2017 Deferred cost - service contracts $ 385 $ 153 Prepaid insurance and services 344 62 Other 55 203 $ 784 $ 418 |
Property, Plant and Equipment [Table Text Block] | The following table summarizes property and equipment (in thousands): December 31, 2018 2017 Computer equipment $ 281 $ 954 Leasehold improvements — 83 Furniture and fixtures — 31 281 1,068 Accumulated depreciation and amortization (275 ) (1,044 ) $ 6 $ 24 |
Schedule of Other Assets, Noncurrent [Table Text Block] | The following table summarizes other assets (in thousands): December 31, 2018 2017 Prepaid Insurance $ 653 $ — Deferred cost – service contracts 270 190 Other 27 96 $ 950 $ 286 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | The following table summarizes intangible assets, net (in thousands): December 31, 2018 2017 Developed technology $ 13,383 $ 13,383 Channel partner relationships 730 730 Capitalized development costs (1) 2,918 3,166 Customer relationships 380 380 17,411 17,659 Accumulated amortization: Developed technology (12,222 ) (11,145 ) Channel partner relationships (233 ) (112 ) Capitalized development costs (1) (1,655 ) (1,409 ) Customer relationships (303 ) (145 ) (14,413 ) (12,811 ) Total finite-lived assets, net 2,998 4,848 Indefinite-lived intangible assets - trade names 350 350 Total intangible assets, net $ 3,348 $ 5,198 ________________ (1) Includes the impact of foreign currency exchange rate fluctuations. |
Schedule of Goodwill [Table Text Block] | The changes in the carrying amount of goodwill were as follows (in thousands): Balance as of January 1, 2017 $ 863 Goodwill acquired 522 Balance as of December 31, 2017 $ 1,385 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value, Assets Measured on Recurring Basis [Table Text Block] | The following table provides information by level for liabilities that are measured at fair value using significant unobservable inputs (Level 3) (in thousands): Warrant liability as of January 1, 2017 $ 200 Additions to warrant liability 4,677 Change in fair value of warrants (2,249 ) Reclassification to equity (959 ) Warrant liability as of December 31, 2017 1,669 Adoption of accounting guidance (46 ) Change in fair value of warrants (259 ) Reclassification to equity resulting from warrant exchange agreement (1,364 ) Warrant liability as of December 31, 2018 $ — |
Share Capital (Tables)
Share Capital (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Schedule of Warrants [Table Text Block] | At December 31, 2018 , the Company had the following outstanding warrants to purchase common shares: Date issued Contractual life (years) Exercise price per share Number outstanding Expiration May 2015 5 $800.00 4,200 May 31, 2020 October 2015 5 $466.00 2,010 October 14, 2020 December 2015 5 $500.00 5,138 December 15, 2020 December 2015 5 $216.00 7,500 (1) December 4, 2020 February 2016 3 $324.00 2,500 February 26, 2019 March 2016 5 $500.00 150 March 4, 2021 November 2016 3 $400.00 125 November 8, 2019 August 2017 5 $42.00 37,500 August 11, 2022 August 2017 5 $42.00 11,876 August 16, 2022 August 2017 5 $42.00 25,625 August 22, 2022 April 2018 5 $5.60 111,563 April 17, 2023 208,187 (2) _______________ (1) If the Company or any subsidiary thereof, at any time while this warrant is outstanding, enters into a Variable Rate Transaction (“VRT”) (as defined in the purchase agreement) and the issue price, conversion price or exercise price per share applicable thereto is less than the warrant exercise price then in effect, the exercise price shall be reduced to equal the VRT price. (2) Includes 40,000 of warrants to purchase common shares, in the aggregate, outstanding to related parties at December 31, 2018 . |
Equity Incentive Plan (Tables)
Equity Incentive Plan (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Share-based Payment Award, Employee Stock Purchase Plan, Valuation Assumptions [Table Text Block] | The fair value of each option is estimated on the date of grant using the Black-Scholes option pricing model, which uses the weighted-average assumptions noted in the following table: Year Ended December 31, 2018 2017 Expected volatility — 120.0 % Risk-free interest rate — 2.1 % Dividend yield — — Expected term (in years) — 4.7 |
Share-based Compensation, Stock Options, Activity [Table Text Block] | Option activity is summarized below: Shares Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (years) Aggregate Intrinsic Value Options outstanding at January 1, 2017 16,258 $ 434.00 Granted 10,924 $ 31.76 Exercised — $ — Forfeited (3,646 ) $ 502.64 Options outstanding at December 31, 2017 23,536 $ 251.20 Granted — $ — Exercised — $ — Forfeited (3,486 ) $ 132.23 Options outstanding at December 31, 2018 20,050 $ 199.06 3.3 $ — Vested and expected to vest at December 31, 2018 20,050 $ 199.06 3.3 $ — Exercisable at December 31, 2018 20,028 $ 199.25 3.3 $ — |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value [Table Text Block] | The following table summarizes information about the Company’s stock options: Year Ended December 31, 2018 2017 Weighted-average grant date fair value per share $ — $ 25.84 Intrinsic value of options exercised $ — $ — Cash received upon exercise of options $ — $ — |
Schedule of Share-based Compensation, Restricted Stock Units Award Activity [Table Text Block] | The following table summarizes information about RSU activity: Number of Shares Weighted Average Grant Date Fair Value Outstanding — January 1, 2017 18,948 $ 516.00 Granted 151,405 $ 31.68 Vested and released (29,694 ) $ 263.25 Forfeited (14,690 ) $ 111.12 Outstanding — December 31, 2017 125,969 $ 39.12 Granted 50 $ 20.00 Vested and released (71,579 ) $ 50.88 Forfeited (1,436 ) $ 77.80 Outstanding — December 31, 2018 53,004 $ 31.21 |
Schedule of Share-based Compensation, Restricted Stock Awards [Table Text Block] | The following table summarizes information about RSA activity: Number of Shares Weighted Average Grant Date Fair Value Outstanding — January 1, 2017 — $ — Granted 6,917 $ 26.54 Vested (6,917 ) $ 26.54 Outstanding — December 31, 2017 — $ — Granted 340,942 $ 6.33 Vested (340,942 ) $ 6.33 Outstanding — December 31, 2018 — $ — |
Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Table Text Block] | The Company recorded the following compensation expense related to its share-based compensation awards, including amounts related to discontinued operations (in thousands): Year Ended December 31, 2018 2017 Cost of sales $ 47 $ 370 Sales and marketing 310 2,095 Research and development 210 1,431 General and administrative 1,070 3,899 Total share-based compensation expense $ 1,637 $ 7,795 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | Anti-dilutive common share equivalents excluded from the computation of diluted net loss per share were as follows: December 31, 2018 2017 Redeemable preferred shares 6,500,000 — Common share purchase warrants 208,187 274,390 Restricted stock not yet vested or released 53,004 125,969 Options outstanding 20,050 23,536 Convertible notes — 40,833 Convertible notes interest — 40,945 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Tax, Domestic and Foreign [Table Text Block] | The components of loss before income taxes were as follows (in thousands): Year Ended December 31, 2018 2017 Domestic $ (11,872 ) $ (5,295 ) Foreign (743 ) (10,977 ) Total $ (12,615 ) $ (16,272 ) |
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | The benefit from income taxes includes the following (in thousands): Year Ended December 31, 2018 2017 Deferred: Foreign $ — $ (852 ) Total deferred tax benefit — (852 ) Benefit from income taxes $ — $ (852 ) |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | reconciliation of income taxes computed by applying the federal statutory income tax rate of 26.5% to loss before income taxes to the total income tax benefit reported in the accompanying consolidated statements of operations is as follows (in thousands): Year Ended December 31, 2018 2017 Income tax at statutory rate $ (3,343 ) $ (4,312 ) Foreign rate differential — (182 ) Change in tax rate — 1,664 Change in valuation allowance 1,329 3,433 Share-based compensation expense 44 193 Prior year true-ups 111 — Other differences 1,859 (1,648 ) Benefit from income taxes $ — $ (852 ) |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | A valuation allowance has been recorded, as realization of such assets is uncertain. Deferred income taxes are comprised as follows (in thousands): December 31, 2018 2017 Deferred tax assets: Net operating loss carryforward $ 9,610 $ 8,450 Intangible assets 2,280 2,270 Share-based compensation 52 94 Other 1,256 1,056 Deferred tax assets, gross 13,198 11,870 Valuation allowance for deferred tax assets (13,198 ) (11,870 ) Deferred tax assets, net of valuation allowance — — Deferred tax liabilities: Indefinite-lived intangible assets (16 ) (16 ) Deferred tax liabilities (16 ) (16 ) Net deferred tax liabilities $ (16 ) $ (16 ) |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | Future minimum lease payments as of December 31, 2018 under these arrangements are as follows (in thousands): Minimum 2019 $ 168 2020 112 2021 66 Total $ 346 |
Schedule of Product Warranty Liability [Table Text Block] | Changes in the liability for product warranty and deferred revenue associated with extended warranties and service contracts were as follows (in thousands): Product Deferred Liability at January 1, 2017 $ — $ 749 Liabilities assumed from acquisition — 518 Settlements made during the period (23 ) (1,296 ) Change in liability for warranties issued during the period 24 1,566 Change in liability for pre-existing warranties 21 — Liability at December 31, 2017 22 1,537 Settlements made during the period — (1,417 ) Change in liability for warranties issued during the period — 1,351 Change in liability for pre-existing warranties — — Liability at December 31, 2018 $ 22 $ 1,471 Current liability $ 22 $ 825 Non-current liability — 646 Liability at December 31, 2018 $ 22 $ 1,471 |
Segmented Information (Tables)
Segmented Information (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Segment Reporting [Abstract] | |
Revenue from External Customers by Products and Services [Table Text Block] | The following table summarizes net revenue (in thousands): Year Ended December 31, 2018 2017 Disk systems $ 6,108 $ 9,698 Service 2,922 2,901 $ 9,030 $ 12,599 |
Revenue from External Customers by Geographic Areas [Table Text Block] | The following table summarizes net revenue by geographic area (in thousands): Year Ended December 31, 2018 2017 Americas $ 8,044 $ 11,121 APAC 534 823 EMEA 452 655 Total $ 9,030 $ 12,599 |
Organization and Business (Deta
Organization and Business (Details) | Nov. 05, 2018 | Jul. 11, 2017 | Dec. 31, 2018 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Substantial Doubt about Going Concern, Management's Evaluation | Based upon the Company's current expectations and projections for the next year, the Company believes that it will not have sufficient liquidity necessary to sustain operations beyond May 31, 2019. These factors, among others, raise substantial doubt that the Company will be able to continue as a going concern. | ||
Stockholders' Equity, Reverse Stock Split | share consolidation (also known as a reverse stock split) of the Company’s issued and outstanding common shares at a ratio of 1-for-8 | share consolidation of the Company’s issued and outstanding common shares at a ratio of 1-for-25 |
Organization and Business Disco
Organization and Business Discontinued Operations (Details) - USD ($) $ in Thousands | Nov. 13, 2018 | Dec. 31, 2018 | Dec. 31, 2017 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Debt Conversion, Converted Instrument, Amount | $ 6,500 | $ 6,500 | $ 0 |
Debt Conversion, Converted Instrument, Preferred Shares Issued | 6,500,000 | ||
Overland disposition [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Disposal Date | Nov. 13, 2018 | ||
Discontinued Operation, Ownership Interest after Disposal | 19.90% | ||
SVTP Preferred Shares | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Discontinued Operation, Ownership Interest after Disposal | 19.90% | ||
Discontinued Operation, Consideration | $ 2,100 | ||
Debt assigned [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Discontinued Operation, Consideration | 41,700 | ||
Cash [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Discontinued Operation, Consideration | $ 1,000 |
Significant Accounting Polici_4
Significant Accounting Policies (Details) $ in Millions | 12 Months Ended | |
Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | |
Accounting Policies [Abstract] | ||
Foreign Currency Transaction (Loss) Gain | $ (0.3) | $ 0.7 |
Allowance for Doubtful Accounts Receivable, Current | 0.1 | 1.5 |
Advertising Expense | 0.1 | 0.1 |
Capitalized Development Costs | $ 0 | $ 0 |
Number of Operating Segments | 1 |
Significant Accounting Polici_5
Significant Accounting Policies Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2018 | |
Furniture and Fixtures [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Computer Equipment and Software [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 1 year |
Computer Equipment and Software [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Significant Accounting Polici_6
Significant Accounting Policies Intangible Assets (Details) | 12 Months Ended |
Dec. 31, 2018 | |
Channel partner relationships [Member] | Minimum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 6 years |
Channel partner relationships [Member] | Maximum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 25 years |
Developed Technology Rights [Member] | Minimum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 3 years |
Developed Technology Rights [Member] | Maximum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 9 years |
Capitalized Development [Member] | Minimum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 3 years |
Capitalized Development [Member] | Maximum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 8 years |
Customer Relationships [Member] | Minimum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 2 years |
Customer Relationships [Member] | Maximum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 25 years |
Significant Accounting Polici_7
Significant Accounting Policies Concentration of Credit Risks (Details) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Accounts Receivable [Member] | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Customer | 4 | 1 |
Concentration Risk, Percentage | 71.00% | 36.00% |
Sales Revenue, Net [Member] | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Customer | 2 | 1 |
Concentration Risk, Percentage | 25.40% | 22.20% |
Significant Accounting Polici_8
Significant Accounting Policies New Accounting Pronouncements (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($) | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
New Accounting Pronouncement, Effect of Adoption, Quantification | $ (46) |
Topic 606 [Member] | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
New Accounting Pronouncement, Effect of Adoption, Quantification | $ 300 |
Discontinued Operations Overlan
Discontinued Operations Overland Divestiture (Details) - USD ($) | Nov. 13, 2018 | Dec. 31, 2018 | Dec. 31, 2017 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Debt Conversion, Converted Instrument, Amount | $ 6,500,000 | $ 6,500,000 | $ 0 |
Debt Conversion, Converted Instrument, Preferred Shares Issued | 6,500,000 | ||
Loss on disposal of discontinued operations | $ 4,281,000 | $ 0 | |
Equity Securities [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Discontinued Operation, Ownership Interest after Disposal | 19.90% | ||
Discontinued Operation, Consideration | $ 2,100,000 | ||
Debt assigned [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Discontinued Operation, Consideration | 41,700,000 | ||
Cash [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Discontinued Operation, Consideration | $ 1,000,000 | ||
Overland disposition [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Discontinued Operation, Ownership Interest after Disposal | 19.90% | ||
Accrued one-time employee related costs | $ 1,000,000 | ||
Transition Services Agreement Expense, Related Party | $ 149,000 |
Discontinued Operations Net los
Discontinued Operations Net loss of discontinued operations (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Disposal Group, Including Discontinued Operation, Revenue | $ 54,730 | $ 68,925 |
Disposal Group, Including Discontinued Operation, Gross Profit (Loss) | 18,694 | 21,908 |
Disposal Group, Including Discontinued Operation, Operating Expense | 19,730 | 27,753 |
Disposal Group, Including Discontinued Operation, Operating Income (Loss) | (1,036) | (5,845) |
Disposal Group, Not Discontinued Operation, Gain (Loss) on Disposal | (4,281) | 0 |
Disposal group, including discontinued operation, related party interest expense | (3,390) | (2,520) |
Disposal Group, Including Discontinued Operation, Interest Expense | (2,321) | (3,391) |
Disposal group, Including Discontinued Operations, other income (expense) | 920 | (212) |
Loss before income taxes of discontinued operations | (11,948) | (11,544) |
Provision for (benefit from) income taxes of discontinued operations | 1,574 | (780) |
Net Loss of Discontinued Operations | (13,522) | (10,764) |
Selling and Marketing Expense [Member] | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Disposal Group, Including Discontinued Operation, Operating Expense | 10,987 | 15,281 |
Research and Development Expense [Member] | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Disposal Group, Including Discontinued Operation, Operating Expense | 982 | 1,783 |
General and Administrative Expense [Member] | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Disposal Group, Including Discontinued Operation, Operating Expense | 7,761 | 10,459 |
Impairment expense [Member] | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Disposal Group, Including Discontinued Operation, Operating Expense | 0 | 230 |
Product [Member] | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Disposal Group, Including Discontinued Operation, Revenue | 50,285 | 63,122 |
Disposal Group, Including Discontinued Operation, Costs of Goods Sold | 34,493 | 44,546 |
Service [Member] | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Disposal Group, Including Discontinued Operation, Revenue | 4,445 | 5,803 |
Disposal Group, Including Discontinued Operation, Costs of Goods Sold | $ 1,543 | $ 2,471 |
Discontinued Operations Assets
Discontinued Operations Assets and Liabilities of discontinued operations (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Discontinued Operations and Disposal Groups [Abstract] | ||
Cash and Cash Equivalents | $ 0 | $ 3,998 |
Accounts Receivable, Net | 9,570 | |
Inventories | 6,917 | |
Other Assets, Current | 1,411 | |
Property and Equipment, net | 2,718 | |
Intangible Assets, net | 36,275 | |
Goodwill | 10,205 | |
Other Assets | 915 | |
Total Assets of discontinued operations | 72,009 | |
Accounts Payable | 6,283 | |
Accrued Liabilities | 4,816 | |
Deferred Revenue | 4,666 | |
Debt, related party | 44,808 | |
Other Liabilities | 3,207 | |
Total Liabilities of discontinued operations | $ 63,780 |
Discontinued Operations Cash fl
Discontinued Operations Cash flow items (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | ||
Depreciation and Amortization | $ 2,137 | $ 2,688 |
Discontinue operations, share-based compensation | 855 | 0 |
Capital Expenditure, Discontinued Operations | $ 64 | $ 123 |
Business Combination UCX and HV
Business Combination UCX and HVE (Details) - USD ($) | Jan. 27, 2017 | Dec. 31, 2017 | Dec. 31, 2016 |
Business Acquisition [Line Items] | |||
Business Combination, Step Acquisition, Equity Interest in Acquiree, Percentage | 19.90% | ||
Cost Method Investments, Original Cost | $ 1,500,000 | ||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 11,029 | 19,737 | |
Payments to Acquire Businesses, Gross | $ 1,100,000 | ||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 300,000 | ||
Business Combination, Step Acquisition, Equity Interest in Acquiree, Remeasurement Loss | $ 1,100,000 | ||
Business Combination, Acquisition Related Costs | $ 34,000 |
Business Combination UCX and _2
Business Combination UCX and HVE acquisition (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Business Combinations [Abstract] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | $ 49 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Receivables | 582 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Inventory | 206 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 1,260 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Other | 45 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets | 2,142 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Accounts Payable and Accrued Liabilities | (359) |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Deferred Revenue | (518) |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | 1,265 |
Goodwill, Gross | 522 |
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | $ 1,787 |
Business Combination UCX and _3
Business Combination UCX and HVE Identifiable Intangible Assets (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 1,260 |
Channel partner relationships [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Finite-lived Intangible Assets Acquired | $ 730 |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 6 years |
Customer-Related Intangible Assets [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Finite-lived Intangible Assets Acquired | $ 380 |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 3 years 2 months |
Developed Technology Rights [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Finite-lived Intangible Assets Acquired | $ 150 |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 3 years |
Investment in Affiliate (Detail
Investment in Affiliate (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2018 | Nov. 13, 2018 | |
Schedule of Investments [Line Items] | ||
Investment Repurchase Agreement, Description of Investments Subject to Agreement | FBC Holdings the right to exchange up to 2,500,000 of the Company’s Preferred Shares held by FBC Holdings for up to all of the SVTP Preferred Shares | |
Related Party Transaction, Description of Transaction | MFV and SVTP have the right to purchase up to 2,500,000 Preferred Shares held by FBC Holdings | |
Equity Securities [Member] | ||
Schedule of Investments [Line Items] | ||
SVTP Preferred Shares | 1,879,699 | |
Discontinued Operation, Ownership Interest after Disposal | 19.90% | |
Discontinued Operation, Consideration | $ 2.1 |
Certain Balance Sheet Items (De
Certain Balance Sheet Items (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Balance Sheet Related Disclosures [Abstract] | ||
Depreciation and Amortization Expense | $ 13,000 | $ 110,000 |
Certain Balance Sheet Items Inv
Certain Balance Sheet Items Inventories (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Inventory [Line Items] | ||
Inventory, Raw Materials, Net of Reserves | $ 255 | $ 84 |
Inventory, Work in Process, Net of Reserves | 282 | 253 |
Inventory, Finished Goods, Net of Reserves | 693 | 1,112 |
Inventories | $ 1,230 | $ 1,449 |
Certain Balance Sheet Items Oth
Certain Balance Sheet Items Other current assets (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Deferred Cost - service contracts | $ 385 | $ 153 |
Prepaid Insurance and services | 344 | 62 |
Other | 55 | 203 |
Other Assets, Current | $ 784 | $ 418 |
Certain Balance Sheet Items Pro
Certain Balance Sheet Items Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Property, Plant and Equipment [Abstract] | ||
Computer equipment | $ 281 | $ 954 |
Leasehold Improvements | 0 | 83 |
Furniture and Fixtures | 0 | 31 |
Property and Equipment, Gross | 281 | 1,068 |
Accumulated Depreciation and Amortization, Property, Plant, and Equipment | (275) | (1,044) |
Property and Equipment, Net | $ 6 | $ 24 |
Certain Balance Sheet Items O_2
Certain Balance Sheet Items Other Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid Insurance | $ 653 | $ 0 |
Deferred Cost - service contracts | 270 | 190 |
Other | 27 | 96 |
Other Assets, Noncurrent | $ 950 | $ 286 |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | |
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Assets, Gross | $ 17,411 | $ 17,659 | |
Finite-Lived Intangible Assets, Accumulated Amortization | (14,413) | (12,811) | |
Finite-Lived Intangible Assets, Net | 2,998 | 4,848 | |
Indefinite-lived Intangible Assets (Excluding Goodwill) | 350 | 350 | |
Intangible Assets, Net | 3,348 | 5,198 | |
Developed Technology Rights [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Assets, Gross | 13,383 | 13,383 | |
Finite-Lived Intangible Assets, Accumulated Amortization | (12,222) | (11,145) | |
Channel partner relationships [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Assets, Gross | 730 | 730 | |
Finite-Lived Intangible Assets, Accumulated Amortization | (233) | (112) | |
Capitalized Development [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Assets, Gross | [1] | 2,918 | 3,166 |
Finite-Lived Intangible Assets, Accumulated Amortization | [1] | (1,655) | (1,409) |
Customer Relationships [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Assets, Gross | 380 | 380 | |
Finite-Lived Intangible Assets, Accumulated Amortization | $ (303) | $ (145) | |
[1] | Includes the impact of foreign currency exchange rate fluctuations. |
Intangible Assets and Goodwil_3
Intangible Assets and Goodwill (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization of Intangible Assets | $ 1,700,000 | $ 3,300,000 |
Amortization Expense 2019 | 1,000,000 | |
Amortization Expense 2020 | 900,000 | |
Amortization Expense 2021 | 500,000 | |
Amortization Expense 2022 | 300,000 | |
Amortization Expense 2023 | $ 34,000 |
Intangible Assets and Goodwil_4
Intangible Assets and Goodwill Goodwill (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill, period start | $ 863 |
Goodwill, Acquired During Period | 522 |
Goodwill, period end | $ 1,385 |
Intangible Assets and Goodwil_5
Intangible Assets and Goodwill Impairments (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Finite-Lived Intangible Assets [Line Items] | ||
Impairment of Acquired Intangible Assets | $ 0 | $ 2,294 |
Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Impairment of Intangible Assets, Indefinite-lived Trade Names | 2,000 | |
Developed Technology Rights [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Impairment of Acquired Intangible Assets | $ 300 |
Debt Related party note payable
Debt Related party note payable (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Short-term Debt [Line Items] | |
Notes Payable, Related Parties, Current | $ 0.5 |
Related Party Transaction, Rate | 8.00% |
Related Party Note Payable, Due Date | May 13, 2019 |
Debt Line of Credit (Details)
Debt Line of Credit (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Line of Credit Facility [Line Items] | ||
Line of Credit Facility, Maximum Borrowing Capacity | $ 400 | |
Line of Credit Facility, Interest Rate | 6.00% | |
Line of Credit Facility, Expiration Date | Dec. 19, 2019 | |
Line of credit | $ 100 | $ 0 |
Debt Secured Note - Related Par
Debt Secured Note - Related Party (Details) - USD ($) $ in Thousands | Nov. 13, 2018 | Dec. 31, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | |||
Debt, Related Party | $ 500 | $ 0 | |
Debt Conversion, Converted Instrument, Amount | $ 6,500 | 6,500 | 0 |
Debt Conversion, Converted Instrument, Preferred Shares Issued | 6,500,000 | ||
Interest Expense, including amortization of debt costs, Related Party | $ 76 | 0 | |
FBC Holdings [Member] | |||
Debt Instrument [Line Items] | |||
Debt, Related Party | $ 2,500 | ||
Related Party, Interest Rate | 20.00% | ||
Interest Expense, including amortization of debt costs, Related Party | $ 300 | ||
FBC Holdings [Member] | Secured Debt [Member] | |||
Debt Instrument [Line Items] | |||
Debt, Related Party | $ 24,500 | ||
Related Party, Interest Rate | 8.00% | ||
Debt assigned, including accrued interest | $ 19,000 | ||
Debt Conversion, Converted Instrument, Amount | $ 6,500 | ||
Debt Conversion, Converted Instrument, Preferred Shares Issued | 6,500,000 | ||
Shares issued for payment of related party debt interest | 219,434 | 73,287 | |
Interest Expense, including amortization of debt costs, Related Party | $ 2,500 | $ 2,200 |
Debt Related Party Promissory N
Debt Related Party Promissory Note (Details) - USD ($) $ in Thousands | Nov. 13, 2018 | Dec. 31, 2018 | Dec. 31, 2017 |
Related Party Transaction [Line Items] | |||
Debt, Related Party | $ 500 | $ 0 | |
Interest Expense, including amortization of debt costs, Related Party | 76 | 0 | |
MF Ventures, related party | |||
Related Party Transaction [Line Items] | |||
Debt, Related Party | $ 2,000 | ||
Related Party, Interest Rate | 12.50% | ||
Debt assigned, including accrued interest | $ 2,300 | ||
Interest Expense, including amortization of debt costs, Related Party | $ 300 |
Debt Related Party Term Loan (D
Debt Related Party Term Loan (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Debt Instrument [Line Items] | ||
Debt, Related Party | $ 500 | $ 0 |
Interest Expense, including amortization of debt costs, Related Party | $ 76 | 0 |
FBC Holdings [Member] | ||
Debt Instrument [Line Items] | ||
Debt, Related Party | $ 2,500 | |
Debt Instrument, Maturity Date | Jan. 31, 2018 | |
Related Party, Interest Rate | 20.00% | |
Interest Expense, including amortization of debt costs, Related Party | $ 300 |
Debt Credit Agreement (Details)
Debt Credit Agreement (Details) - USD ($) $ in Thousands | Nov. 13, 2018 | Dec. 31, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | |||
Interest Expense, including amortization of debt costs, Related Party | $ 76 | $ 0 | |
Debt [Member] | |||
Debt Instrument [Line Items] | |||
Stated Interest Rate | 13.25% | ||
Debt assigned, including accrued interest | $ 20,400 | ||
Interest Expense, Debt, including amortization of debt costs | 2,800 | $ 3,400 | |
Interest Expense, including amortization of debt costs, Related Party | $ 500 |
Preferred Shares (Details)
Preferred Shares (Details) - USD ($) $ in Thousands | Nov. 13, 2018 | Dec. 31, 2018 | Dec. 31, 2017 |
Debt Disclosure [Abstract] | |||
Debt Conversion, Converted Instrument, Amount | $ 6,500 | $ 6,500 | $ 0 |
Debt Conversion, Converted Instrument, Preferred Shares Issued | 6,500,000 | ||
Convertible Preferred Stock, Terms of Conversion | Preferred Shares (i) are convertible into the Company’s common shares, subject to prior shareholder approval, at a conversion rate equal to $1.00 per share, plus accrued and unpaid dividends, divided by an amount equal to 0.85 multiplied by a 15-day volume weighted average price per common share prior to the date the conversion notice is provided (the “Conversion Rate”), subject to a conversion price floor of $0.80 | ||
Preferred Stock, Dividend Rate, Percentage | 8.00% | ||
Preferred Shares Converted to Common Shares ownership maximum | 19.90% |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability, beginning of period | $ 1,669 | $ 200 |
New Accounting Pronouncement, Effect of Adoption, Quantification | (46) | |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Liability, Transfers Into Level 3 | 4,677 | |
Fair Value, Assets Measured on Recurring Basis, Change in Unrealized Gain (Loss) | (259) | (2,249) |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Instruments Classified in Shareholders' Equity, Transfers out of Level 3 | 1,364 | 959 |
Warrant liability, end of period | $ 0 | $ 1,669 |
Share Capital (Details)
Share Capital (Details) - USD ($) $ / shares in Units, $ in Millions | Nov. 05, 2018 | May 10, 2018 | Jul. 11, 2017 | Dec. 31, 2018 | Dec. 31, 2017 |
Equity [Abstract] | |||||
Payment of Obligations, Stock Issued During Period, Shares | 80,100 | ||||
Legal Fees | $ 0.3 | ||||
Stockholders' Equity, Reverse Stock Split | share consolidation (also known as a reverse stock split) of the Company’s issued and outstanding common shares at a ratio of 1-for-8 | share consolidation of the Company’s issued and outstanding common shares at a ratio of 1-for-25 | |||
Common Stock, Shares Authorized, Unlimited | Unlimited | ||||
Common Stock, No Par Value | $ 0 | $ 0 |
Share Capital Public Offering (
Share Capital Public Offering (Details) - USD ($) $ / shares in Units, $ in Millions | Apr. 17, 2018 | Mar. 24, 2017 | Mar. 16, 2017 |
Sale of Stock [Line Items] | |||
Proceeds from Issuance of Common Stock | $ 4.5 | $ 5.4 | |
Common Shares [Member] | |||
Sale of Stock [Line Items] | |||
Stock Issued During Period, Shares, New Issues | 412,500 | ||
Number of Securities Called by Warrants | 123,750 | ||
Shares Issued, Price Per Share | $ 5.60 | ||
Proceeds from Issuance of Common Stock | $ 2.3 | ||
Over-Allotment Option [Member] | |||
Sale of Stock [Line Items] | |||
Number of Securities Called by Warrants | 14,063 |
Share Capital Warrants Outstand
Share Capital Warrants Outstanding (Details) | 12 Months Ended | |
Dec. 31, 2018$ / sharesshares | ||
May 31, 2020 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrant Term | 5 years | |
Exercise Price of Warrants | $ / shares | $ 800 | |
Warrant, Outstanding | 4,200 | |
Warrant expiration date | May 31, 2020 | |
October 14, 2020 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrant Term | 5 years | |
Exercise Price of Warrants | $ / shares | $ 466 | |
Warrant, Outstanding | 2,010 | |
Warrant expiration date | Oct. 14, 2020 | |
December 15, 2020 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrant Term | 5 years | |
Exercise Price of Warrants | $ / shares | $ 500 | |
Warrant, Outstanding | 5,138 | |
Warrant expiration date | Dec. 15, 2020 | |
December 4, 2020 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrant Term | 5 years | |
Exercise Price of Warrants | $ / shares | $ 216 | |
Warrant, Outstanding | 7,500 | [1] |
Warrant expiration date | Dec. 4, 2020 | |
February 26, 2019 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrant Term | 3 years | |
Exercise Price of Warrants | $ / shares | $ 324 | |
Warrant, Outstanding | 2,500 | |
Warrant expiration date | Feb. 26, 2019 | |
March 4, 2021 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrant Term | 5 years | |
Exercise Price of Warrants | $ / shares | $ 500 | |
Warrant, Outstanding | 150 | |
Warrant expiration date | Mar. 4, 2021 | |
November 8, 2019 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrant Term | 3 years | |
Exercise Price of Warrants | $ / shares | $ 400 | |
Warrant, Outstanding | 125 | |
Warrant expiration date | Nov. 8, 2019 | |
August 11, 2022 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrant Term | 5 years | |
Exercise Price of Warrants | $ / shares | $ 42 | |
Warrant, Outstanding | 37,500 | |
Warrant expiration date | Aug. 11, 2022 | |
August 16, 2022 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrant Term | 5 years | |
Exercise Price of Warrants | $ / shares | $ 42 | |
Warrant, Outstanding | 11,876 | |
Warrant expiration date | Aug. 16, 2022 | |
August 22, 2022 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrant Term | 5 years | |
Exercise Price of Warrants | $ / shares | $ 42 | |
Warrant, Outstanding | 25,625 | |
Warrant expiration date | Aug. 22, 2022 | |
April 17, 2023 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrant Term | 5 years | |
Exercise Price of Warrants | $ / shares | $ 5.60 | |
Warrant, Outstanding | 111,563 | |
Warrant expiration date | Apr. 17, 2023 | |
Warrant [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrant, Outstanding | 208,187 | [2] |
Related Party [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrant, Outstanding | 40,000 | |
[1] | If the Company or any subsidiary thereof, at any time while this warrant is outstanding, enters into a Variable Rate Transaction (“VRT”) (as defined in the purchase agreement) and the issue price, conversion price or exercise price per share applicable thereto is less than the warrant exercise price then in effect, the exercise price shall be reduced to equal the VRT price. | |
[2] | Includes 40,000 of warrants to purchase common shares, in the aggregate, outstanding to related parties at December 31, 2018. |
Share Capital Related Party Sha
Share Capital Related Party Share Capital Transactions (Details) - USD ($) $ / shares in Units, $ in Millions | Aug. 11, 2017 | Mar. 24, 2017 | Mar. 16, 2017 | Dec. 31, 2017 | Dec. 31, 2018 | Mar. 29, 2017 |
Sale of Stock [Line Items] | ||||||
Proceeds from Issuance of Common Stock | $ 4.5 | $ 5.4 | ||||
Shares Issued for Warrant Exchange | 202,240 | |||||
Related party | ||||||
Sale of Stock [Line Items] | ||||||
Shares Issued for Warrant Exchange | 164,423 | |||||
Private Placement [Member] | ||||||
Sale of Stock [Line Items] | ||||||
Stock Issued During Period, Shares, Period Increase (Decrease) | 75,000 | 102,273 | 90,700 | |||
Number of Securities Called by Warrants | 75,000 | 108,409 | 181,400 | |||
Proceeds from Issuance of Common Stock | $ 3 | |||||
Shares Issued, Price Per Share | $ 40 | $ 60 | ||||
Exercise Price of Warrants | $ 42 | |||||
Private Placement [Member] | Related party | ||||||
Sale of Stock [Line Items] | ||||||
Stock Issued During Period, Shares, New Issues | 49,375 | 22,727 | 71,792 | |||
Number of Securities Called by Warrants | 49,375 | 22,727 |
Share Capital March 2017 Relate
Share Capital March 2017 Related Party Warrant Exchange (Details) - USD ($) $ / shares in Units, $ in Millions | Mar. 16, 2018 | Aug. 11, 2017 | Mar. 24, 2017 | Mar. 16, 2017 | Dec. 31, 2017 | Dec. 31, 2018 | Mar. 29, 2017 |
Class of Warrant or Right [Line Items] | |||||||
Proceeds from Issuance of Common Stock | $ 4.5 | $ 5.4 | |||||
Shares Issued for Warrant Exchange | 202,240 | ||||||
Related party | |||||||
Class of Warrant or Right [Line Items] | |||||||
Shares Issued for Warrant Exchange | 164,423 | ||||||
Private Placement [Member] | |||||||
Class of Warrant or Right [Line Items] | |||||||
Stock Issued During Period, Shares, Period Increase (Decrease) | 75,000 | 102,273 | 90,700 | ||||
Number of Securities Called by Warrants | 75,000 | 108,409 | 181,400 | ||||
Proceeds from Issuance of Common Stock | $ 3 | ||||||
Exercise Price of Warrants | $ 42 | ||||||
Private Placement [Member] | Related party | |||||||
Class of Warrant or Right [Line Items] | |||||||
Stock Issued During Period, Shares, New Issues | 49,375 | 22,727 | 71,792 | ||||
Number of Securities Called by Warrants | 49,375 | 22,727 | |||||
March 24, 2022 [Member] | |||||||
Class of Warrant or Right [Line Items] | |||||||
Exercise Price of Warrants | $ 60 | $ 40 | |||||
Warrants Issued During Period | 54,205 | ||||||
Shares Issued for Warrant Exchange | 178,875 | ||||||
March 24, 2022 [Member] | Related party | |||||||
Class of Warrant or Right [Line Items] | |||||||
Warrants Issued During Period | 11,364 | ||||||
Shares Issued for Warrant Exchange | 37,500 | ||||||
Assumption of Warrants | 34,091 |
Share Capital Dec 2016 to March
Share Capital Dec 2016 to March 2017 Placement (Details) - USD ($) $ / shares in Units, $ in Millions | Aug. 11, 2017 | Mar. 24, 2017 | Mar. 16, 2017 | Mar. 29, 2017 |
Sale of Stock [Line Items] | ||||
Proceeds from Issuance of Common Stock | $ 4.5 | $ 5.4 | ||
Private Placement [Member] | ||||
Sale of Stock [Line Items] | ||||
Stock Issued During Period, Shares, Period Increase (Decrease) | 75,000 | 102,273 | 90,700 | |
Shares Issued, Price Per Share | $ 40 | $ 60 | ||
Proceeds from Issuance of Common Stock | $ 3 | |||
Number of Securities Called by Warrants | 75,000 | 108,409 | 181,400 | |
Private Placement [Member] | Related party | ||||
Sale of Stock [Line Items] | ||||
Stock Issued During Period, Shares, New Issues | 49,375 | 22,727 | 71,792 | |
Number of Securities Called by Warrants | 49,375 | 22,727 |
Equity Incentive Plan (Details)
Equity Incentive Plan (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2018USD ($)shares | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 382,500 |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 640,843 |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 142,456 |
Employee Stock Purchase Plan, Shares Authorized | 37,500 |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ | $ 0.5 |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 1 year 3 months |
Equity Incentive Plan Weighted
Equity Incentive Plan Weighted Average Assumptions (Details) | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 120.00% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 2.10% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 4 years 8 months |
Equity Incentive Plan Stock Opt
Equity Incentive Plan Stock Options Outstanding (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Options, Outstanding, Number, period start | 23,536 | 16,258 |
Options, Outstanding, Weighted Average Exercise Price, period start | $ 251.20 | $ 434 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 0 | 10,924 |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0 | $ 31.76 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 0 | 0 |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price | $ 0 | $ 0 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period | (3,486) | (3,646) |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period, Weighted Average Exercise Price | $ 132.23 | $ 502.64 |
Options, Outstanding, Number, period end | 20,050 | 23,536 |
Options, Outstanding, Weighted Average Exercise Price, period end | $ 199.06 | $ 251.20 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 3 years 3 months | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Aggregate Intrinsic Value | $ 0 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number | 20,050 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Exercise Price | $ 199.06 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Remaining Contractual Term | 3 years 3 months | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Aggregate Intrinsic Value | $ 0 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 20,028 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 199.25 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 3 years 3 months | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Aggregate Intrinsic Value | $ 0 |
Equity Incentive Plan Options S
Equity Incentive Plan Options Summary (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | |
Option awards maximum term | 10 years | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 0 | $ 25.84 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value | $ 0 | $ 0 |
Proceeds from Stock Options Exercised | $ 0 | $ 0 |
Equity Incentive Plan RSUs Outs
Equity Incentive Plan RSUs Outstanding (Details) - Restricted Stock Units (RSUs) [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Outstanding, Number, period start | 125,969 | 18,948 |
Outstanding, Weighted Average Grant Date Fair Value, period start | $ 39.12 | $ 516 |
Grants in Period | 50 | 151,405 |
Grants in Period, Weighted Average Grant Date Fair Value | $ 20 | $ 31.68 |
Vested and Released | (71,579) | (29,694) |
Vested in Period, Weighted Average Grant Date Fair Value | $ 50.88 | $ 263.25 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period | (1,436) | (14,690) |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value | $ 77.80 | $ 111.12 |
Outstanding, Number, period end | 53,004 | 125,969 |
Outstanding, Weighted Average Grant Date Fair Value, period end | $ 31.21 | $ 39.12 |
Equity Incentive Plan RSUs text
Equity Incentive Plan RSUs textuals (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | |
Restricted Stock Units (RSUs) [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Grant Date Fair Value | $ 3.6 | $ 8 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value | $ 0.7 | $ 1.2 |
Equity Incentive Plan Outside o
Equity Incentive Plan Outside of 2015 Equity Incentive Plan (Details) - $ / shares | Mar. 26, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | ||
Outside of 2015 Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Grants in Period | 25,780 | ||
Grants in Period, Weighted Average Grant Date Fair Value | $ 70 | ||
Outside of 2015 Plan [Member] | Minimum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 1 year | ||
Outside of 2015 Plan [Member] | Maximum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | ||
Subsequent Event [Member] | Outside of 2015 Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Grants in Period | 100,000 | ||
Grants in Period, Weighted Average Grant Date Fair Value | $ 2.51 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 1 year 6 months |
Equity Incentive Plan RSAs Outs
Equity Incentive Plan RSAs Outstanding (Details) - Restricted Stock [Member] - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Outstanding, Number, period start | 0 | 0 |
Outstanding, Weighted Average Grant Date Fair Value, period start | $ 0 | $ 0 |
Grants in Period | 340,942 | 6,917 |
Grants in Period, Weighted Average Grant Date Fair Value | $ 6.33 | $ 26.54 |
Vested and Released | (340,942) | (6,917) |
Vested in Period, Weighted Average Grant Date Fair Value | $ 6.33 | $ 26.54 |
Outstanding, Number, period end | 0 | 0 |
Outstanding, Weighted Average Grant Date Fair Value, period end | $ 0 | $ 0 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Additional Disclosures [Abstract] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Share-based Liabilities Paid | $ 2.2 | $ 0.2 |
Equity Incentive Plan Share-bas
Equity Incentive Plan Share-based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Allocated Share-based Compensation Expense | $ 1,637 | $ 7,795 |
Cost of Sales [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Allocated Share-based Compensation Expense | 47 | 370 |
Selling and Marketing Expense [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Allocated Share-based Compensation Expense | 310 | 2,095 |
Research and Development Expense [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Allocated Share-based Compensation Expense | 210 | 1,431 |
General and Administrative Expense [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Allocated Share-based Compensation Expense | $ 1,070 | $ 3,899 |
Net Loss Per Share Net Loss Per
Net Loss Per Share Net Loss Per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Series A Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 6,500,000 | 0 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 208,187 | 274,390 |
Restricted Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 53,004 | 125,969 |
Employee Stock Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 20,050 | 23,536 |
Convertible Notes Payable [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 0 | 40,833 |
Convertible notes interest [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 0 | 40,945 |
Income Taxes (Details)
Income Taxes (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Canada Revenue Agency [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating Loss Carryforwards | $ 32.4 |
Operating Loss Carryforwards, Expiration Date | Dec. 31, 2031 |
Domestic Tax Authority [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating Loss Carryforwards | $ 4.8 |
Operating Loss Carryforwards, Expiration Date | Dec. 31, 2024 |
Income Taxes Unrecognized Tax B
Income Taxes Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
Unrecognized Tax Benefits | $ 0 | |
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued | 0 | $ 0 |
Unrecognized Tax Benefits, Income Tax Penalties and Interest Expense | $ 0 | $ 0 |
Income Taxes Components of Loss
Income Taxes Components of Loss (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
Income (Loss) from Continuing Operations before Income Taxes, Domestic | $ (11,872) | $ (5,295) |
Income (Loss) from Continuing Operations before Income Taxes, Foreign | (743) | (10,977) |
Income (Loss) from Continuing Operations, before Income Taxes | $ (12,615) | $ (16,272) |
Income Taxes Provision for Inco
Income Taxes Provision for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
Deferred Foreign Income Tax Benefit | $ 0 | $ (852) |
Total deferred tax benefit | 0 | (852) |
Benefit from income taxes | $ 0 | $ (852) |
Income Taxes Rate Reconciliatio
Income Taxes Rate Reconciliation for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | ||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 26.50% | 26.50% |
Income Tax Disclosure [Abstract] | ||
Effective Income Tax Rate Reconciliation at Federal Statutory Income Tax Rate, Amount | $ (3,343) | $ (4,312) |
Effective Income Tax Rate Reconciliation, Foreign Income Tax Rate Differential, Amount | 0 | (182) |
Effective Income Tax Rate Reconciliation, Change in Enacted Tax Rate, Amount | 0 | 1,664 |
Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Amount | 1,329 | 3,433 |
Effective Income Tax Rate Reconciliation, Nondeductible Expense, Share-based Compensation Cost, Amount | 44 | 193 |
Effective Income Tax Rate Reconciliation, Prior Year Income Taxes, Amount | 111 | 0 |
Effective Income Tax Rate Reconciliation, Other Adjustments, Amount | 1,859 | (1,648) |
Benefit from income taxes | $ 0 | $ (852) |
Income Taxes Deferred Income Ta
Income Taxes Deferred Income Taxes (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Income Tax Disclosure [Abstract] | ||
Deferred Tax Assets, Operating Loss Carryforwards | $ 9,610 | $ 8,450 |
Deferred Tax Assets, Intangible Assets | 2,280 | 2,270 |
Deferred Tax Assets, Tax Deferred Expense, Compensation and Benefits, Share-based Compensation Cost | 52 | 94 |
Deferred Tax Assets, Other | 1,256 | 1,056 |
Deferred Tax Assets, Gross | 13,198 | 11,870 |
Deferred Tax Assets, Valuation Allowance | (13,198) | (11,870) |
Deferred Tax Assets, Net of Valuation Allowance | 0 | 0 |
Deferred Tax Liabilities, Indefinite-lived Intangible Assets | (16) | (16) |
Deferred Tax Liabilities, Gross | (16) | (16) |
Deferred Tax Liabilities, Net | $ (16) | $ (16) |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Related Party Transactions [Abstract] | ||
TSA expense | $ 149,000 | |
Professional Expenses from Transactions with Related Party included in discontinued operations | 800,000 | $ 0 |
Due to Related Parties | $ 200,000 | $ 0 |
Commitments and Contingencies M
Commitments and Contingencies Minimum Lease Payments (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Operating Leases, Future Minimum Payments, 2019 | $ 168 | |
Operating Leases, Future Minimum Payments, 2020 | 112 | |
Operating Leases, Future Minimum Payments, 2021 | 66 | |
Operating Leases, Future Minimum Payments Due | 346 | |
Operating Leases, Rent Expense | $ 300 | $ 300 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Letters of Credit Outstanding, Amount | $ 0 |
Loss Contingency, Damages Sought, Value | $ 6 |
Commitments and Contingencies W
Commitments and Contingencies Warranty and Extended Warranty (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Product Warranty Liability [Line Items] | ||
Deferred Costs, Service Revenue | $ 700 | $ 400 |
Product Warranty Accrual, Current | 22 | |
Deferred revenue extended warranties, current | 825 | |
Product Warranty Accrual, Noncurrent | 0 | |
Deferred revenue extended warranties, noncurrent | 646 | |
Warranty [Member] | ||
Product Warranty Liability [Line Items] | ||
Liability, period start | 22 | 0 |
Product warranty, liabilities assumed from acquisition | 0 | |
Standard and Extended Product Warranty Accrual, Decrease for Payments | 0 | (23) |
Standard and Extended Product Warranty Accrual, Increase for Warranties Issued | 0 | 24 |
Standard and Extended Product Warranty Accrual, Increase (Decrease) for Preexisting Warranties | 0 | 21 |
Liability, period end | 22 | 22 |
Deferred revenue [Member] | ||
Product Warranty Liability [Line Items] | ||
Deferred Revenue, period start | 1,537 | 749 |
Product warranty, liabilities assumed from acquisition | 518 | |
Standard and Extended Product Warranty Accrual, Decrease for Payments | (1,417) | (1,296) |
Standard and Extended Product Warranty Accrual, Increase for Warranties Issued | 1,351 | 1,566 |
Standard and Extended Product Warranty Accrual, Increase (Decrease) for Preexisting Warranties | 0 | 0 |
Deferred Revenue, period end | $ 1,471 | $ 1,537 |
Segmented Information Products
Segmented Information Products and Service (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Segment Reporting Information [Line Items] | ||
Revenues | $ 9,030 | $ 12,599 |
Disk Systems [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 6,108 | 9,698 |
Service [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | $ 2,922 | $ 2,901 |
Segmented Information Revenue b
Segmented Information Revenue by Region (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Segment Reporting Information [Line Items] | ||
Revenues | $ 9,030 | $ 12,599 |
Americas [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 8,044 | 11,121 |
APAC [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 534 | 823 |
EMEA [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | $ 452 | $ 655 |
Segmented Information (Details)
Segmented Information (Details) | 12 Months Ended |
Dec. 31, 2018 | |
Segment Reporting [Abstract] | |
Number of Operating Segments | 1 |