Document Entity Information Doc
Document Entity Information Document - shares | 6 Months Ended | |
Jun. 30, 2019 | Aug. 08, 2019 | |
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-Q | |
Document Period End Date | Jun. 30, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 2,543,428 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | true | |
Entity Current Reporting Status | Yes | |
Entity Shell Company | false |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Revenue | $ 963 | $ 2,698 | $ 3,093 | $ 5,071 |
Cost of revenue | 718 | 2,225 | 2,153 | 4,155 |
Gross Profit | 245 | 473 | 940 | 916 |
Sales and Marketing | 491 | 740 | 944 | 1,521 |
Research and Development | 516 | 899 | 1,213 | 2,010 |
General and Administrative | 761 | 1,691 | 2,013 | 4,691 |
Operating Expenses | 1,768 | 3,330 | 4,170 | 8,222 |
Loss from Operations | (1,523) | (2,857) | (3,230) | (7,306) |
Other income (expense) | ||||
Interest Expense, Related Party | (144) | (1,212) | (286) | (1,770) |
Interest Expense | (12) | 0 | (15) | 0 |
Other income (expense), net | 14 | 41 | 22 | (85) |
Loss from continuing operations | (1,665) | (4,028) | (3,509) | (9,161) |
Net loss from discontinued operations | 0 | (1,974) | 0 | (3,664) |
Net Loss | $ (1,665) | $ (6,002) | $ (3,509) | $ (12,825) |
Loss Per Share, Basic and Diluted [Abstract] | ||||
Net loss from continuing operations, per share | $ (0.72) | $ (2.36) | $ (1.55) | $ (6.86) |
Net loss from discontinued operations, per share | 0 | (1.16) | 0 | (2.75) |
Net loss per share basic and diluted | $ (0.72) | $ (3.52) | $ (1.55) | $ (9.61) |
Weighted Average Number of Shares Outstanding, Diluted [Abstract] | ||||
Basic and Diluted | 2,300,469 | 1,706,289 | 2,268,706 | 1,335,104 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss Statement - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Net Loss | $ (1,665) | $ (6,002) | $ (3,509) | $ (12,825) |
Other Comprehensive Income (Loss) | ||||
Foreign currency translation adjustment | 2 | (407) | 42 | 234 |
Total other comprehensive income (loss) | 2 | (407) | 42 | 234 |
Comprehensive Loss | $ (1,663) | $ (6,409) | $ (3,467) | $ (12,591) |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Cash and Cash Equivalents | $ 151,000 | $ 341,000 |
Accounts receivable, net | 500,000 | 1,142,000 |
Inventories | 1,170,000 | 1,230,000 |
Other Current Assets | 703,000 | 784,000 |
Assets, Current | 2,524,000 | 3,497,000 |
Investment in affiliate | 2,100,000 | 2,100,000 |
Property and Equipment, Net | 5,000 | 6,000 |
Intangible Assets, Net | 2,873,000 | 3,348,000 |
Goodwill | 1,385,000 | 1,385,000 |
Other Assets | 1,025,000 | 950,000 |
Total Assets | 9,912,000 | 11,286,000 |
Accounts Payable | 5,305,000 | 4,600,000 |
Accrued Liabilities | 1,761,000 | 1,711,000 |
Accrued Payroll and Employee Compensation | 1,714,000 | 1,717,000 |
Deferred Revenue | 721,000 | 988,000 |
Debt, Related Party | 500,000 | 500,000 |
Line of credit | 389,000 | 100,000 |
Other Current Liabilities | 103,000 | 23,000 |
Liabilities, Current | 10,493,000 | 9,639,000 |
Series A redeemable preferred shares | 6,832,000 | 6,571,000 |
Deferred Revenue, long-term | 679,000 | 667,000 |
Long-term debt, related party | 523,000 | 0 |
Other Non-current Liabilities | 113,000 | 16,000 |
Total Liabilities | 18,640,000 | 16,893,000 |
Commitments and Contingencies (Note 14) | ||
Common shares, no par value; 2,303,088 and 2,219,141 shares issued and outstanding as of June 30, 2019 and December 31, 2018, respectively | 183,870,000 | 183,524,000 |
Accumulated Other Comprehensive Loss | (1,774,000) | (1,816,000) |
Accumulated Deficit | (190,824,000) | (187,315,000) |
Total Shareholders' Deficit | (8,728,000) | (5,607,000) |
Total Liabilities and Shareholders' Deficit | $ 9,912,000 | $ 11,286,000 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets Consolidated Balance Sheets Parenthetical Data - $ / shares | Jun. 30, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Common Shares, No Par Value | $ 0 | $ 0 |
Common Shares, Issued | 2,303,088 | 2,219,141 |
Common Shares, Outstanding | 2,303,088 | 2,219,141 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Operating Activities [Abstract] | ||
Net Loss | $ (3,509) | $ (12,825) |
Adjustments to reconcile net loss to cash used in operating activities: | ||
Depreciation and Amortization | 520 | 2,410 |
Share-based Compensation | 240 | 1,265 |
Preferred shares interest expense, related party | 261 | 0 |
Amortization of Debt Issuance Costs | 0 | 1,532 |
Fair Value Adjustment of Warrants | 0 | (259) |
Paid-In-Kind Interest Expense, Related Party | 0 | 129 |
Changes in operating assets and liabilities: | ||
Accounts Receivable | 641 | 2,549 |
Inventories | 61 | 990 |
Accounts Payable and Accrued Liabilities | 672 | 2,064 |
Accrued Payroll and Employee Compensation | 182 | (263) |
Deferred Revenue | (256) | (721) |
Other Assets and Liabilities, Net | 186 | (343) |
Net Cash Used in Operating Activities | (1,002) | (3,472) |
Investing activities: | ||
Purchase of Property and Equipment | 0 | (31) |
Net Cash Used in Investing Activities | 0 | (31) |
Financing activities: | ||
Proceeds from Related Party Debt | 523 | 0 |
Proceeds from Lines of Credit, net | 289 | 0 |
Proceeds from Issuance of Common Stock | 0 | 2,310 |
Payments for Issuance Costs | 0 | (359) |
Payments on Debt, Related Party | 0 | (192) |
Net Cash Provided by Financing Activities | 812 | 1,759 |
Effect of Exchange Rate Changes on Cash | 0 | 4 |
Net decrease in cash and cash equivalents | (190) | (1,740) |
Cash and cash equivalents, beginning of period | 341 | 4,598 |
Cash and cash equivalents, end of period | 151 | 2,858 |
Less: Cash and cash equivalents, discontinued operations | 0 | 2,574 |
Cash and cash equivalents of continuing operations, end of period | $ 151 | $ 284 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows Supplemental Disclosures of Cash Flow Information - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Supplemental Cash Flow Information [Abstract] | ||
Cash paid for interest | $ 19 | $ 633 |
Cash Flow, Noncash Investing and Financing Activities Disclosure [Abstract] | ||
Issuance of common shares for settlement of related party liabilities | 0 | 1,393 |
Issuance of common shares for settlement of liabilities | 105 | 1,162 |
Costs accrued for issuance of common shares | $ 0 | $ 191 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Equity (Deficit) Statement - USD ($) $ in Thousands | Total | Common Stock [Member] | Common Stock Including Additional Paid in Capital [Member] | AOCI Attributable to Parent [Member] | Retained Earnings [Member] |
Cumulative Effect of New Accounting Principle in Period of Adoption | $ 320 | $ 320 | |||
Shares, Issued at Dec. 31, 2017 | 889,461 | ||||
Total Shareholders' Deficit at Dec. 31, 2017 | 10,463 | $ 173,871 | $ (1,981) | (161,427) | |
Shares Issued for Warrant Exchange | 178,875 | ||||
Shares Issued for Warrant Exchange, value | 1,364 | 1,364 | |||
Stock Issued During Period, Shares, Other | 43,120 | ||||
Stock Issued During Period, Value, Other | 483 | 483 | |||
Stock Issued During Period, Shares, Share-based Compensation, Gross | 26,353 | ||||
Restricted Stock, Value, Shares Issued Net of Tax Withholdings | 0 | 0 | |||
Stock Issued During Period, Shares, Issued for Services | 40,654 | ||||
Stock Issued During Period, Value, Issued for Services | 787 | 787 | |||
Adjustments to Additional Paid in Capital, Share-based Compensation, Requisite Service Period Recognition | 821 | 821 | |||
Other Comprehensive Income (Loss), Net of Tax | 641 | 641 | |||
Net Loss | (6,823) | (6,823) | |||
Shares, Issued at Mar. 31, 2018 | 1,178,463 | ||||
Total Shareholders' Deficit at Mar. 31, 2018 | 8,056 | 177,326 | (1,340) | (167,930) | |
Shares, Issued at Dec. 31, 2017 | 889,461 | ||||
Total Shareholders' Deficit at Dec. 31, 2017 | 10,463 | 173,871 | (1,981) | (161,427) | |
Other Comprehensive Income (Loss), Net of Tax | 234 | ||||
Net Loss | (12,825) | ||||
Shares, Issued at Jun. 30, 2018 | 1,906,224 | ||||
Total Shareholders' Deficit at Jun. 30, 2018 | 5,187 | 180,866 | (1,747) | (173,932) | |
Shares, Issued at Mar. 31, 2018 | 1,178,463 | ||||
Total Shareholders' Deficit at Mar. 31, 2018 | 8,056 | 177,326 | (1,340) | (167,930) | |
Stock Issued During Period, Shares, New Issues | 492,600 | ||||
Stock Issued During Period, Value, New Issues | 2,067 | 2,067 | |||
Stock Issued During Period, Shares, Other | 176,250 | ||||
Stock Issued During Period, Value, Other | 910 | 910 | |||
Stock Issued During Period, Shares, Share-based Compensation, Gross | 22,246 | ||||
Restricted Stock, Value, Shares Issued Net of Tax Withholdings | 0 | 0 | |||
Stock Issued During Period, Shares, Issued for Services | 36,665 | ||||
Stock Issued During Period, Value, Issued for Services | 119 | 119 | |||
Adjustments to Additional Paid in Capital, Share-based Compensation, Requisite Service Period Recognition | 444 | 444 | |||
Other Comprehensive Income (Loss), Net of Tax | (407) | (407) | |||
Net Loss | (6,002) | (6,002) | |||
Shares, Issued at Jun. 30, 2018 | 1,906,224 | ||||
Total Shareholders' Deficit at Jun. 30, 2018 | 5,187 | 180,866 | (1,747) | (173,932) | |
Shares, Issued at Dec. 31, 2018 | 2,219,141 | ||||
Total Shareholders' Deficit at Dec. 31, 2018 | (5,607) | 183,524 | (1,816) | (187,315) | |
Stock Issued During Period, Shares, Share-based Compensation, Gross | 38,930 | ||||
Restricted Stock, Value, Shares Issued Net of Tax Withholdings | 0 | 0 | |||
Stock Issued During Period, Shares, Issued for Services | 42,000 | ||||
Stock Issued During Period, Value, Issued for Services | 105 | 105 | |||
Adjustments to Additional Paid in Capital, Share-based Compensation, Requisite Service Period Recognition | 124 | 124 | |||
Other Comprehensive Income (Loss), Net of Tax | 40 | 40 | |||
Net Loss | (1,844) | (1,844) | |||
Shares, Issued at Mar. 31, 2019 | 2,300,071 | ||||
Total Shareholders' Deficit at Mar. 31, 2019 | (7,182) | 183,753 | (1,776) | (189,159) | |
Shares, Issued at Dec. 31, 2018 | 2,219,141 | ||||
Total Shareholders' Deficit at Dec. 31, 2018 | (5,607) | 183,524 | (1,816) | (187,315) | |
Other Comprehensive Income (Loss), Net of Tax | 42 | ||||
Net Loss | (3,509) | ||||
Shares, Issued at Jun. 30, 2019 | 2,303,088 | ||||
Total Shareholders' Deficit at Jun. 30, 2019 | (8,728) | 183,870 | (1,774) | (190,824) | |
Shares, Issued at Mar. 31, 2019 | 2,300,071 | ||||
Total Shareholders' Deficit at Mar. 31, 2019 | (7,182) | 183,753 | (1,776) | (189,159) | |
Stock Issued During Period, Shares, Share-based Compensation, Gross | 3,017 | ||||
Restricted Stock, Value, Shares Issued Net of Tax Withholdings | 0 | 0 | |||
Adjustments to Additional Paid in Capital, Share-based Compensation, Requisite Service Period Recognition | 117 | 117 | |||
Other Comprehensive Income (Loss), Net of Tax | 2 | 2 | |||
Net Loss | (1,665) | (1,665) | |||
Shares, Issued at Jun. 30, 2019 | 2,303,088 | ||||
Total Shareholders' Deficit at Jun. 30, 2019 | $ (8,728) | $ 183,870 | $ (1,774) | $ (190,824) |
Organization and Business
Organization and Business | 6 Months Ended |
Jun. 30, 2019 | |
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, and V3 ® . In November 2018, the Company completed the sale of its outstanding shares of capital stock of Overland Storage, Inc. (“Overland”). In connection with the closing of the Purchase Agreement, the Company filed an 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 then outstanding 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 August 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 terms and 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 six months ended June 30, 2019 , and such losses may continue for the foreseeable future. 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 August 31, 2019. These factors, among others, raise substantial doubt that the Company will be able to continue as a going concern . The accompanying condensed 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. |
Significant Accounting Policies
Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | Significant Accounting Policies Principles of Consolidation The condensed 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 condensed consolidated financial statements and notes thereto should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018, filed with the SEC on March 29, 2019. These condensed 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. In November 2018, the Company closed the Purchase Agreement related to its divestiture of Overland. The 2018 financial results of Overland have been reflected in the Company’s condensed consolidated statements of operations as discontinued operations. The Company’s 2018 statement of cash flows is 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 condensed 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 condensed 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; revenue; allowance for doubtful receivables; inventory valuation; warranty provisions; 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. Gains or losses from foreign currency transactions are recognized in the condensed consolidated statements of operations. Such transactions resulted in a gain of $14,000 and $40,000 in the three months ended June 30, 2019 and 2018, respectively, and a loss of $8,000 and $345,000 in the six months ended June 30, 2019 and 2018, respectively. 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. 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. 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. The Company recognizes revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. To determine revenue recognition for contracts with customers the Company performs the following five steps: (i) identify the promised goods or services in the contract; (ii) identify the performance obligations in the contract, including whether they are distinct in the context of the contract; (iii) determine the transaction price, including the constraint on variable consideration; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the Company satisfies the performance obligations. 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” arrangement, 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 The Company records 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. The Company contracts 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. 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 capitalized internally developed software costs. 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 condensed consolidated statement of comprehensive loss. 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. 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 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. Recently Adopted Accounting Pronouncements On January 1, 2019, we adopted 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. The Company elected to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. The Company adopted the new standard on January 1, 2019 and elected the package of practical expedients permitted under the transition guidance. The practical expedients allowed us to carry forward our historical assessment of whether existing agreements are or contain a lease and the classification of our existing lease arrangements. As a result of the adoption, the Company recorded right-of-use assets and liabilities on its condensed consolidated balance sheet, which resulted in an increase in the assets and liabilities of the condensed consolidated balance sheet of $253,000 , using a discount rate of 8.0% . At June 30, 2019, the weighted-average remaining lease term of the Company’s operating leases was approximately 2.0 years . On January 1, 2019, 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. The adoption of the new standard on January 1, 2019 did not have an effect on our financial position, results of operations or cash flows. |
Discontinued Operations (Notes)
Discontinued Operations (Notes) | 6 Months Ended |
Jun. 30, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block] | In November 2018, the Company transferred all the issued and outstanding shares of capital stock of Overland to Silicon Valley Technology Partners, Inc. (“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 of the Company. In 2018, the Company recorded a loss on the divestiture of Overland of $4.3 million which was included in net loss of discontinued operations. At both June 30, 2019 and December 31, 2018, accrued payroll and employee compensation included $1.0 million for accrued one-time employee related costs associated with the divestiture, which was included in the 2018 loss on the disposal of discontinued operations. The Company and SVTP entered into a transition service agreement (“TSA”) to facilitate an orderly transition process. The TSA has terms ranging up to 24 months depending on the service. Expense incurred by the Company related to the TSA was approximately $84,000 and $165,000 for the three and six months ended June 30, 2019 , respectively, and was included in continuing operations. The 2018 results of discontinued operations for Overland have been reflected as discontinued operations in the condensed consolidated statements of operations and comprehensive loss and consist of the following (in thousands): Three Months Ended Six Months Ended June 30, 2018 Revenue $ 15,764 $ 32,839 Cost of revenue 10,516 22,023 Gross profit 5,248 10,816 Sales and marketing 3,275 6,884 Research and development 130 307 General and administrative 2,338 4,760 5,743 11,951 Loss from operations of discontinued operations (495 ) (1,135 ) Other expense of discontinued operations: Interest expense, related party (66 ) (163 ) Interest expense (1,006 ) (1,459 ) Other income (expense), net 82 (78 ) Loss before income taxes of discontinued operations (1,485 ) (2,835 ) Provision for income taxes of discontinued operations 489 829 Net loss of discontinued operations $ (1,974 ) $ (3,664 ) Certain cash flows from discontinued operations consisted of the following amounts (in thousands): Six Months Ended June 30, 2018 Depreciation and amortization $ 1,386 Capital expenditures $ 31 |
Certain Balance Sheet Items
Certain Balance Sheet Items | 6 Months Ended |
Jun. 30, 2019 | |
Balance Sheet Related Disclosures [Abstract] | |
Inventories Disclosures [Text Block] | The following table summarizes inventories (in thousands): June 30, December 31, 2018 Raw materials $ 218 $ 255 Work in process 286 282 Finished goods 666 693 $ 1,170 $ 1,230 The following table summarizes other current assets (in thousands): June 30, December 31, 2018 Deferred cost - service contracts $ 246 $ 385 Prepaid insurance and services 194 344 Other 263 55 $ 703 $ 784 The following table summarizes other assets (in thousands): June 30, December 31, 2018 Prepaid insurance and services $ 586 $ 653 Deferred cost – service contracts 212 270 Right-of-use asset 198 — Other 29 27 $ 1,025 $ 950 |
Intangible Assets
Intangible Assets | 6 Months Ended |
Jun. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets Disclosure [Text Block] | Intangible Assets The following table summarizes intangible assets, net (in thousands): June 30, December 31, 2018 Developed technology $ 13,323 $ 13,383 Channel partner relationships 730 730 Capitalized development costs (1) 3,024 2,918 Customer relationships 380 380 17,457 17,411 Accumulated amortization: Developed technology (12,422 ) (12,222 ) Channel partner relationships (294 ) (233 ) Capitalized development costs (1) (1,897 ) (1,655 ) Customer relationships (321 ) (303 ) (14,934 ) (14,413 ) Total finite-lived assets, net 2,523 2,998 Indefinite-lived intangible assets - trade names 350 350 Total intangible assets, net $ 2,873 $ 3,348 ________________ (1) Includes the impact of foreign currency exchange rate fluctuations. Amortization expense of intangible assets was $252,000 and $295,000 during the three months ended June 30, 2019 and 2018 , respectively, and $518,000 and $1,141,000 during the six months ended June 30, 2019 and 2018 , respectively. Estimated amortization expense for intangible assets is expected to be approximately $509,000 for the remainder of 2019 and $935,000 , $511,000 , $359,000 , $34,000 , and $12,000 in fiscal 2020, 2021, 2022, 2023 and 2024, respectively. |
Investment in Affiliate (Notes)
Investment in Affiliate (Notes) | 6 Months Ended |
Jun. 30, 2019 | |
Investments, Debt and Equity Securities [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 June 30, 2019 . 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 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. |
Debt
Debt | 6 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | Debt Related party secured note payable In November 2018, in connection with the divestiture of Overland, the Company entered into a $500,000 note payable held by SVTP. The note payable bears interest at a rate of 8.0% per annum. The principal amount of the note payable along with any unpaid interest was due on June 13, 2019 . The obligations under the note payable are secured by the SVTP Preferred Shares held by the Company. At June 30, 2019, the note payable is in default and at risk of realization. Related party unsecured notes payable In January 2019, the Company entered into two unsecured notes payable, for an aggregate of $523,000 with two employees of the Company. Each of the notes payable bear interest at a rate of 2.0% per annum payable annually. The principal amount of the note payable along with any unpaid interest is due on January 10, 2021 . Related party interest expense For the three and six months ended June 30, 2019 , aggregate related party interest expense was $13,000 and $25,000 , respectively. At June 30, 2019 , there was $12,000 of accrued interest included in accrued liabilities for related party notes payable. Line of credit The Company has a line of credit agreement with a bank with a maximum borrowing limit of $400,000 . Borrowings under this agreement bear interest at a rate of 6.0% per annum. The line of credit expires on December 19, 2019 . The outstanding balance was $389,000 as of June 30, 2019 . Borrowings under the line of credit are secured by the inventory and accounts receivable balances of the Company. Effective July 2, 2019, the maximum borrowing limit was increased to $500,000 and the interest rate changed to 6.5% per annum. The line of credit agreement also contains customary insurance requirements, limits on cross collateralization and events of default, including, among other things, failure to make payments, insolvency or bankruptcy, business termination, merger or consolidation or acquisition without written consent, a material impairment in the perfection or priority of the Lender’s lien in the collateral or in the value of such collateral, or material adverse change to the business that would impair the loan. |
Preferred Shares (Notes)
Preferred Shares (Notes) | 6 Months Ended |
Jun. 30, 2019 | |
Other Liabilities Disclosure [Abstract] | |
Preferred Stock [Text Block] | Preferred Shares Series A Redeemable Preferred Shares In 2018, the Company filed an 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”) , (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. At June 30, 2019 , there was $332,000 of accrued preferred dividends included in Series A redeemable preferred shares, and the three and six months ended June 30, 2019 , included related party interest expense of $131,000 and $261,000 , respectively. 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 | 6 Months Ended |
Jun. 30, 2019 | |
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, 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. 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. |
Share Capital
Share Capital | 6 Months Ended |
Jun. 30, 2019 | |
Equity [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | Share Capital In July 2019, the Company completed a private placement and issued 240,000 common shares of the Company at a purchase price of $2.00 per share for gross proceeds of $480,000 . The transaction closed on July 29, 2019. The Company intends to use the proceeds from the offering for general corporate and working capital purposes. 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, subject to the approval by the Company’s shareholders (which approval was obtained at the special shareholder meeting held on October 31, 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 one-for-eight , which became effective on November 5, 2018. All share and per share amounts have been restated for all periods presented to reflect the share consolidation. Warrants At June 30, 2019 , the Company had the following outstanding warrants to purchase common shares: Date issued Contractual life (years) Exercise price 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 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 205,687 (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 warrants to purchase up to 40,000 common shares, in the aggregate, outstanding to related parties at June 30, 2019 . Related Party Share Capital Transactions 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 then 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. |
Equity Incentive Plan
Equity Incentive Plan | 6 Months Ended |
Jun. 30, 2019 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | Equity Incentive Plans During the six months ended June 30, 2019 and 2018, the Company granted awards of restricted stock units of 100,000 and 50 , respectively, of which the 100,000 granted in 2019 were outside of the 2015 Performance Incentive Plan. The restricted stock units were recorded at fair value on the date of grant. The restricted stock units typically vest over a period of approximately three years. The restricted stock units granted outside of the 2015 Performance Incentive Plan vest over a period of 18 months . Restricted Stock Awards During the six months ended June 30, 2019 and 2018, the Company granted restricted stock awards (“RSA”) 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. During the six months ended June 30, 2019 and 2018, the Company granted RSAs of 42,000 and 77,319 , respectively, with a fair value of $105,000 and $906,000 , respectively. Share-Based Compensation Expense The Company recorded the following compensation expense related to its share-based compensation awards, which 2018 includes amounts related to discontinued operations: Three Months Six Months 2019 2018 2019 2018 Cost of sales $ (487 ) $ 10,461 $ 205 $ 42,544 Sales and marketing 69,004 93,572 79,317 277,347 Research and development 18,150 57,692 36,621 153,992 General and administrative 29,491 282,401 124,056 791,026 Total share-based compensation expense $ 116,158 $ 444,126 $ 240,199 $ 1,264,909 As of June 30, 2019 , there was a total of $405,000 of unrecognized compensation expense related to unvested equity-based compensation awards. The expense associated with non-vested restricted stock units and option awards granted as of June 30, 2019 is expected to be recognized over a weighted-average period of 1.0 years. |
Net Loss Per Share
Net Loss Per Share | 6 Months Ended |
Jun. 30, 2019 | |
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: Six Months 2019 2018 Common share purchase warrants 205,687 248,087 Restricted stock not yet vested or released 110,993 76,838 Options outstanding 6,838 20,991 Convertible notes — 40,833 |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2019 | |
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 up to 24 months depending on the service. Net expense incurred by the Company related to such agreement was approximately $84,000 and $165,000 during the three and six months ended June 30, 2019 , respectively, and was included in continuing operations. As of June 30, 2019 and December 31, 2018, accounts payable and accrued liabilities included $721,000 and $229,000 , respectively, due to related parties. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | Commitments and Contingencies 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 June 30, 2019 , the Company had no outstanding standby letters of credit. Warranty and Extended Warranty The Company had $0.5 million and $0.7 million in deferred costs included in other current and non-current assets related to deferred service revenue at June 30, 2019 and December 31, 2018 , 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, 2019 $ 22 $ 1,471 Settlements made during the period — (564 ) Change in liability for warranties issued during the period — 312 Change in liability for pre-existing warranties (22 ) — Liability at June 30, 2019 $ — $ 1,219 Current liability $ — $ 541 Non-current liability — 678 Liability at June 30, 2019 $ — $ 1,219 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. 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. In March 2019, the Company and Mr. Lupis entered into a settlement agreement pursuant to which the Company has agreed to pay Mr. Lupis certain consideration, which is included in general and administrative expense, in exchange for a dismissal of the action. 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”), post-confirmation liquidating trust established by V3’s plan of liquidation, 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 UD Trust 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 for the Northern District of California (“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. |
Subsequent Event (Notes)
Subsequent Event (Notes) | 6 Months Ended |
Jun. 30, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | Subsequent Events Series B Preferred Shares On July 8, 2019, the directors of the Company passed a resolution authorizing the filing of articles of amendment to create a second series of Preferred Shares, being, an unlimited number of series B preferred shares (the “Series B Preferred Shares”) and to provide for the rights, privileges, restrictions and conditions attaching thereto. The rights, privileges, restrictions and conditions attaching to the Series B Preferred Shares are substantially the same as the series A preferred shares (the “Series A Preferred Shares”) of the Company, save and except that the requirement for the Company to redeem all of the issued and outstanding Series A Preferred Shares on or before November 13, 2020 has been amended to provide that the Company shall only be required to redeem 1,000,000 Series B Preferred Shares on or before November 13, 2020 and any other outstanding Series B Preferred Shares may be redeemed at any time and from time to time after December 19, 2019 at the option of the Company. On July 12, 2019, the Company filed Articles of Amendment to create the Series B Preferred Shares. Share Exchange Agreement On July 12, 2019, following the filing of the Articles of Amendment to create the Series B Preferred Shares, the Company entered into a share exchange agreement (the “Share Exchange Agreement”) with FBC Holdings to exchange the 6,500,000 Series A Preferred Shares held by FBC Holdings for 6,500,000 Series B Preferred Shares. On July 12, 2019, in connection with the Share Exchange Agreement, the Company entered into an amendment to the Exchange and Buy-Out Agreement by and among the Company, FBC Holdings, SVTP and MFV such that the rights and obligations under the Exchange and Buy-Out Agreement would apply to the Series B Preferred Shares in respect of which the Series A Preferred Shares were exchanged under the Share Exchange Agreement. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Consolidation, Policy [Policy Text Block] | Principles of Consolidation The condensed 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 condensed consolidated financial statements and notes thereto should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018, filed with the SEC on March 29, 2019. These condensed 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. In November 2018, the Company closed the Purchase Agreement related to its divestiture of Overland. The 2018 financial results of Overland have been reflected in the Company’s condensed consolidated statements of operations as discontinued operations. The Company’s 2018 statement of cash flows is 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 condensed 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 condensed 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; revenue; allowance for doubtful receivables; inventory valuation; warranty provisions; 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. Gains or losses from foreign currency transactions are recognized in the condensed 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. |
Inventories, 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. |
Investment in Affiliate [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. |
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. The Company recognizes revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. To determine revenue recognition for contracts with customers the Company performs the following five steps: (i) identify the promised goods or services in the contract; (ii) identify the performance obligations in the contract, including whether they are distinct in the context of the contract; (iii) determine the transaction price, including the constraint on variable consideration; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the Company satisfies the performance obligations. 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” arrangement, 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 The Company records 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. The Company contracts 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. |
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 capitalized internally developed software costs. |
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 condensed consolidated statement of comprehensive loss. |
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. 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. 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 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. Recently Adopted Accounting Pronouncements On January 1, 2019, we adopted 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. The Company elected to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. The Company adopted the new standard on January 1, 2019 and elected the package of practical expedients permitted under the transition guidance. The practical expedients allowed us to carry forward our historical assessment of whether existing agreements are or contain a lease and the classification of our existing lease arrangements. As a result of the adoption, the Company recorded right-of-use assets and liabilities on its condensed consolidated balance sheet, which resulted in an increase in the assets and liabilities of the condensed consolidated balance sheet of $253,000 , using a discount rate of 8.0% . At June 30, 2019, the weighted-average remaining lease term of the Company’s operating leases was approximately 2.0 years . On January 1, 2019, 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. The adoption of the new standard on January 1, 2019 did not have an effect on our financial position, results of operations or cash flows. |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposal Groups, Including Discontinued Operations [Table Text Block] | The 2018 results of discontinued operations for Overland have been reflected as discontinued operations in the condensed consolidated statements of operations and comprehensive loss and consist of the following (in thousands): Three Months Ended Six Months Ended June 30, 2018 Revenue $ 15,764 $ 32,839 Cost of revenue 10,516 22,023 Gross profit 5,248 10,816 Sales and marketing 3,275 6,884 Research and development 130 307 General and administrative 2,338 4,760 5,743 11,951 Loss from operations of discontinued operations (495 ) (1,135 ) Other expense of discontinued operations: Interest expense, related party (66 ) (163 ) Interest expense (1,006 ) (1,459 ) Other income (expense), net 82 (78 ) Loss before income taxes of discontinued operations (1,485 ) (2,835 ) Provision for income taxes of discontinued operations 489 829 Net loss of discontinued operations $ (1,974 ) $ (3,664 ) Certain cash flows from discontinued operations consisted of the following amounts (in thousands): Six Months Ended June 30, 2018 Depreciation and amortization $ 1,386 Capital expenditures $ 31 |
Certain Balance Sheet Items (Ta
Certain Balance Sheet Items (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Balance Sheet Related Disclosures [Abstract] | |
Schedule of Inventory, Current [Table Text Block] | The following table summarizes inventories (in thousands): June 30, December 31, 2018 Raw materials $ 218 $ 255 Work in process 286 282 Finished goods 666 693 $ 1,170 $ 1,230 |
Schedule of Other Current Assets [Table Text Block] | The following table summarizes other current assets (in thousands): June 30, December 31, 2018 Deferred cost - service contracts $ 246 $ 385 Prepaid insurance and services 194 344 Other 263 55 $ 703 $ 784 |
Schedule of Other Assets, Noncurrent [Table Text Block] | The following table summarizes other assets (in thousands): June 30, December 31, 2018 Prepaid insurance and services $ 586 $ 653 Deferred cost – service contracts 212 270 Right-of-use asset 198 — Other 29 27 $ 1,025 $ 950 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | The following table summarizes intangible assets, net (in thousands): June 30, December 31, 2018 Developed technology $ 13,323 $ 13,383 Channel partner relationships 730 730 Capitalized development costs (1) 3,024 2,918 Customer relationships 380 380 17,457 17,411 Accumulated amortization: Developed technology (12,422 ) (12,222 ) Channel partner relationships (294 ) (233 ) Capitalized development costs (1) (1,897 ) (1,655 ) Customer relationships (321 ) (303 ) (14,934 ) (14,413 ) Total finite-lived assets, net 2,523 2,998 Indefinite-lived intangible assets - trade names 350 350 Total intangible assets, net $ 2,873 $ 3,348 ________________ (1) Includes the impact of foreign currency exchange rate fluctuations. |
Share Capital (Tables)
Share Capital (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Equity [Abstract] | |
Schedule of Warrants [Table Text Block] | At June 30, 2019 , the Company had the following outstanding warrants to purchase common shares: Date issued Contractual life (years) Exercise price 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 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 205,687 (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 warrants to purchase up to 40,000 common shares, in the aggregate, outstanding to related parties at June 30, 2019 . |
Equity Incentive Plan (Tables)
Equity Incentive Plan (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
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, which 2018 includes amounts related to discontinued operations: Three Months Six Months 2019 2018 2019 2018 Cost of sales $ (487 ) $ 10,461 $ 205 $ 42,544 Sales and marketing 69,004 93,572 79,317 277,347 Research and development 18,150 57,692 36,621 153,992 General and administrative 29,491 282,401 124,056 791,026 Total share-based compensation expense $ 116,158 $ 444,126 $ 240,199 $ 1,264,909 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
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: Six Months 2019 2018 Common share purchase warrants 205,687 248,087 Restricted stock not yet vested or released 110,993 76,838 Options outstanding 6,838 20,991 Convertible notes — 40,833 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
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, 2019 $ 22 $ 1,471 Settlements made during the period — (564 ) Change in liability for warranties issued during the period — 312 Change in liability for pre-existing warranties (22 ) — Liability at June 30, 2019 $ — $ 1,219 Current liability $ — $ 541 Non-current liability — 678 Liability at June 30, 2019 $ — $ 1,219 |
Organization and Business (Deta
Organization and Business (Details) $ in Millions | Nov. 13, 2018USD ($)shares |
Related Party Transaction [Line Items] | |
Debt Conversion, Converted Instrument, Amount | $ | $ 6.5 |
Debt Conversion, Converted Instrument, Shares Issued | shares | 6,500,000 |
Organization and Business Going
Organization and Business Going Concern (Details) | 6 Months Ended |
Jun. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Substantial Doubt about Going Concern, Conditions or Events | 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 August 31, 2019. These factors, among others, raise substantial doubt that the Company will be able to continue as a going concern |
Significant Accounting Polici_3
Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Accounting Policies [Abstract] | ||||
Foreign Currency Transaction Gain (Loss) | $ (14,000) | $ (40,000) | $ 8,000 | $ 345,000 |
Significant Accounting Polici_4
Significant Accounting Policies Intangible Assets (Details) | 6 Months Ended |
Jun. 30, 2019 | |
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_5
Significant Accounting Policies New Accounting Pronouncements (Details) - USD ($) | Jun. 30, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Operating Lease, Liability | $ 253,000 | ||
Operating Lease, Right-of-Use Asset | $ 198,000 | $ 253,000 | $ 0 |
Operating Lease, Weighted Average Discount Rate, Percent | 8.00% | ||
Operating Lease, Weighted Average Remaining Lease Term | 2 years |
Discontinued Operations (Detail
Discontinued Operations (Details) - USD ($) | Nov. 13, 2018 | Jun. 30, 2019 | Jun. 30, 2019 | Dec. 31, 2018 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Debt Conversion, Converted Instrument, Amount | $ 6,500,000 | |||
Debt Conversion, Converted Instrument, Shares Issued | 6,500,000 | |||
Disposal Group, Not Discontinued Operation, Gain (Loss) on Disposal | $ (4,300,000) | |||
Equity Securities [Member] | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Discontinued Operation, Equity Method Investment Retained after Disposal, Ownership Interest after Disposal | 19.90% | |||
Disposal Group, Including Discontinued Operation, Consideration | $ 2,100,000 | |||
Debt assigned [Member] | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Disposal Group, Including Discontinued Operation, Consideration | 41,700,000 | |||
Cash [Member] | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Disposal Group, Including Discontinued Operation, Consideration | $ 1,000,000 | |||
Overland disposition [Member] | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Employee-related Liabilities | $ 1,000,000 | $ 1,000,000 | $ 1,000,000 | |
Costs and Expenses, Related Party | $ 84,000 | $ 165,000 |
Discontinued Operations Discont
Discontinued Operations Discontinued operations income statement (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2018 | Jun. 30, 2018 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Disposal Group, Including Discontinued Operation, Revenue | $ 15,764 | $ 32,839 |
Disposal Group, Including Discontinued Operation, Costs of Goods Sold | 10,516 | 22,023 |
Disposal Group, Including Discontinued Operation, Gross Profit (Loss) | 5,248 | 10,816 |
Disposal Group, Including Discontinued Operation, Operating Expense | 5,743 | 11,951 |
Disposal Group, Including Discontinued Operation, Operating Income (Loss) | (495) | (1,135) |
Disposal group, including discontinued operation, related party interest expense | (66) | (163) |
Disposal Group, Including Discontinued Operation, Interest Expense | (1,006) | (1,459) |
Disposal group, Including Discontinued Operations, other income (expense) | 82 | (78) |
Discontinued Operation, Income (Loss) from Discontinued Operation, before Income Tax | (1,485) | (2,835) |
Discontinued Operation, Tax Effect of Discontinued Operation | 489 | 829 |
Discontinued Operation, Income (Loss) from Discontinued Operation During Phase-out Period, Net of Tax | (1,974) | (3,664) |
Sales 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 | 3,275 | 6,884 |
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 | 130 | 307 |
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 | $ 2,338 | $ 4,760 |
Discontinued Operations Disco_2
Discontinued Operations Discontinued operations selected cash flow information (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2018USD ($) | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Disposal Group, Including Discontinued Operation, Depreciation and Amortization | $ 1,386 |
Capital Expenditure, Discontinued Operations | $ 31 |
Certain Balance Sheet Items Inv
Certain Balance Sheet Items Inventories (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Inventory [Line Items] | ||
Raw Materials | $ 218 | $ 255 |
Work in Process | 286 | 282 |
Finished Goods | 666 | 693 |
Inventories | $ 1,170 | $ 1,230 |
Certain Balance Sheet Items Oth
Certain Balance Sheet Items Other current assets (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Deferred Costs and Other Assets | $ 246 | $ 385 |
Prepaid Insurance | 194 | 344 |
Other Assets, Miscellaneous, Current | 263 | 55 |
Other Assets, Current | $ 703 | $ 784 |
Certain Balance Sheet Items O_2
Certain Balance Sheet Items Other long term assets (Details) - USD ($) | Jun. 30, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |||
Prepaid Expense, Noncurrent | $ 586,000 | $ 653,000 | |
Deferred Costs, Noncurrent | 212,000 | 270,000 | |
Operating Lease, Right-of-Use Asset | 198,000 | $ 253,000 | 0 |
Other Assets, Miscellaneous, Noncurrent | 29,000 | 27,000 | |
Other Assets, Noncurrent | $ 1,025,000 | $ 950,000 |
Intangible Assets Intangible As
Intangible Assets Intangible Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 | |
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Assets, Gross | $ 17,457 | $ 17,411 | |
Finite-Lived Intangible Assets, Accumulated Amortization | (14,934) | (14,413) | |
Finite-Lived Intangible Assets, Net | 2,523 | 2,998 | |
Indefinite-lived Intangible Assets (Excluding Goodwill) | 350 | 350 | |
Intangible Assets, Net | 2,873 | 3,348 | |
Developed Technology Rights [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Assets, Gross | 13,323 | 13,383 | |
Finite-Lived Intangible Assets, Accumulated Amortization | (12,422) | (12,222) | |
Channel partner relationships [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Assets, Gross | 730 | 730 | |
Finite-Lived Intangible Assets, Accumulated Amortization | (294) | (233) | |
Capitalized Development [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Assets, Gross | [1] | 3,024 | 2,918 |
Finite-Lived Intangible Assets, Accumulated Amortization | [1] | (1,897) | (1,655) |
Customer Relationships [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Assets, Gross | 380 | 380 | |
Finite-Lived Intangible Assets, Accumulated Amortization | $ (321) | $ (303) | |
[1] | Includes the impact of foreign currency exchange rate fluctuations. |
Intangible Assets Amortization
Intangible Assets Amortization (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization of Intangible Assets | $ 252,000 | $ 295,000 | $ 518,000 | $ 1,141,000 |
Amortization Expense, Remainder of Fiscal Year | 509,000 | 509,000 | ||
Amortization Expense 2020 | 935,000 | 935,000 | ||
Amortization Expense 2021 | 511,000 | 511,000 | ||
Amortization Expense 2022 | 359,000 | 359,000 | ||
Amortization Expense 2023 | 34,000 | 34,000 | ||
Amortization Expense 2024 | $ 12,000 | $ 12,000 |
Investment in Affiliate (Detail
Investment in Affiliate (Details) - USD ($) $ in Millions | Nov. 13, 2018 | Jun. 30, 2019 |
Investments in and Advances to Affiliates [Line Items] | ||
Investments in and Advances to Affiliates, Additional Information | no known identified events or changes in circumstances that may have a significant adverse effect on the fair value of the investment | |
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] | ||
Investments in and Advances to Affiliates [Line Items] | ||
Investments in and Advances to Affiliates, Balance, Shares | 1,879,699 | |
Discontinued Operation, Equity Method Investment Retained after Disposal, Ownership Interest after Disposal | 19.90% | |
Disposal Group, Including Discontinued Operation, Consideration | $ 2.1 |
Debt Related Party Secured Note
Debt Related Party Secured Note (Details) | 6 Months Ended |
Jun. 30, 2019USD ($) | |
Debt Instrument [Line Items] | |
Notes Payable, Related Parties, Current | $ 500,000 |
Related Party Transaction, Rate | 8.00% |
Related party note maturity date | Jun. 13, 2019 |
Debt Default | note payable is in default |
Debt Related Party Unsecured No
Debt Related Party Unsecured Note (Details) | 6 Months Ended |
Jun. 30, 2019USD ($) | |
Debt Instrument [Line Items] | |
Related party note maturity date | Jun. 13, 2019 |
Employee [Member] | |
Debt Instrument [Line Items] | |
Unsecured Debt | $ 523,000 |
Debt Instrument, Interest Rate, Stated Percentage | 2.00% |
Related party note maturity date | Jan. 10, 2021 |
Debt Related party notes payabl
Debt Related party notes payable interest (Details) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2019USD ($) | Jun. 30, 2019USD ($) | |
Debt Disclosure [Abstract] | ||
Related party interest expense | $ 13,000 | $ 25,000 |
Accounts Payable, Related Parties | $ 12,000 | $ 12,000 |
Debt Line of credit (Details)
Debt Line of credit (Details) - USD ($) | 6 Months Ended | ||
Jun. 30, 2019 | Jul. 02, 2019 | Dec. 31, 2018 | |
Subsequent Event [Line Items] | |||
Line of Credit Facility, Maximum Borrowing Capacity | $ 400,000 | ||
Line of Credit Facility, Interest Rate at Period End | 6.00% | ||
Line of Credit Facility, Expiration Date | Dec. 19, 2019 | ||
Line of credit | $ 389,000 | $ 100,000 | |
Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Line of Credit Facility, Maximum Borrowing Capacity | $ 500,000 | ||
Line of Credit Facility, Interest Rate at Period End | 6.50% |
Preferred Shares (Details)
Preferred Shares (Details) - USD ($) | Nov. 13, 2018 | Jun. 30, 2019 | Jun. 30, 2019 |
Other Liabilities Disclosure [Abstract] | |||
Debt Conversion, Converted Instrument, Amount | $ 6,500,000 | ||
Debt Conversion, Converted Instrument, 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”) | ||
Preferred Stock, Dividend Rate, Percentage | 8.00% | ||
Accrued Preferred Dividends | $ 332,000 | ||
Related party preferred shares interest expense | $ 131,000 | $ 261,000 | |
Preferred Shares Converted to Common Shares ownership maximum | 19.90% |
Share Capital Private Placement
Share Capital Private Placement (Details) - USD ($) | Jul. 29, 2019 | Jun. 30, 2019 | Jun. 30, 2018 |
Sale of Stock [Line Items] | |||
Proceeds from Issuance of Common Stock | $ 0 | $ 2,310,000 | |
Subsequent Event [Member] | Private Placement [Member] | |||
Sale of Stock [Line Items] | |||
Stock Issued During Period, Shares, Period Increase (Decrease) | 240,000 | ||
Shares Issued, Price Per Share | $ 2 | ||
Proceeds from Issuance of Common Stock | $ 480,000 |
Share Capital Public Offering (
Share Capital Public Offering (Details) - USD ($) $ / shares in Units, $ in Thousands | Apr. 17, 2018 | Jun. 30, 2019 | Jun. 30, 2018 |
Sale of Stock [Line Items] | |||
Proceeds from Issuance of Common Stock | $ 0 | $ 2,310 | |
Common Stock [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 | $ 2,300 | ||
Over-Allotment Option [Member] | |||
Sale of Stock [Line Items] | |||
Number of Securities Called by Warrants | 14,063 |
Share Capital (Details)
Share Capital (Details) $ in Millions | May 10, 2018USD ($)shares |
Equity [Abstract] | |
Payment of Obligations, Stock Issued During Period, Shares | shares | 80,100 |
Legal Fees | $ | $ 0.3 |
Share Capital Reverse Stock Spl
Share Capital Reverse Stock Split (Details) | Nov. 05, 2018 |
Equity [Abstract] | |
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 one-for-eight |
Share Capital Warrants Outstand
Share Capital Warrants Outstanding (Details) | 6 Months Ended |
Jun. 30, 2019$ / sharesshares | |
Related Party [Member] | |
Class of Warrant or Right [Line Items] | |
Warrant, Outstanding | 40,000 |
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 |
Warrant expiration date | Dec. 4, 2020 |
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 | 205,687 |
Share Capital Related Party War
Share Capital Related Party Warrant Exchange (Details) - March 24, 2022 [Member] | Mar. 16, 2018shares |
Class of Warrant or Right [Line Items] | |
Shares Issued for Warrant Exchange | 178,875 |
Related party | |
Class of Warrant or Right [Line Items] | |
Shares Issued for Warrant Exchange | 37,500 |
Assumption of Warrants | 34,091 |
Equity Incentive Plan Textuals
Equity Incentive Plan Textuals (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Restricted Stock Units (RSUs) [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Equity Instruments Other than Options, Grants in Period | 100,000 | 50 |
RSUs Outside of 2015 Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Equity Instruments Other than Options, Grants in Period | 100,000 | |
Restricted Stock Units and Stock Options Vesting Period | 18 months | |
Employee Stock Option [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Restricted Stock Units and Stock Options Vesting Period | 3 years | |
Restricted Stock [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Equity Instruments Other than Options, Grants in Period | 42,000 | 77,319 |
RSAs, Share-based Third Party Liabilities Paid | $ 105,000 | $ 906,000 |
Equity Incentive Plan Share-bas
Equity Incentive Plan Share-based Compensation Expense (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Allocated Share-based Compensation Expense | $ 116,158 | $ 444,126 | $ 240,199 | $ 1,264,909 |
Cost of Sales [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Allocated Share-based Compensation Expense | (487) | 10,461 | 205 | 42,544 |
Sales and Marketing Expense [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Allocated Share-based Compensation Expense | 69,004 | 93,572 | 79,317 | 277,347 |
Research and Development Expense [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Allocated Share-based Compensation Expense | 18,150 | 57,692 | 36,621 | 153,992 |
General and Administrative Expense [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Allocated Share-based Compensation Expense | $ 29,491 | $ 282,401 | $ 124,056 | $ 791,026 |
Equity Incentive Plan (Details)
Equity Incentive Plan (Details) | 6 Months Ended |
Jun. 30, 2019USD ($) | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 405,000 |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 1 year |
Net Loss Per Share Net Loss Per
Net Loss Per Share Net Loss Per Share (Details) - shares shares in Thousands | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 205,687 | 248,087 |
Restricted Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 110,993 | 76,838 |
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 | 6,838 | 20,991 |
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 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2019 | Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |||
Related Party Transaction, Amounts of Transaction | $ 84,000 | $ 165,000 | |
Due to Related Parties | $ 721,000 | $ 721,000 | $ 229,000 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) | Jun. 30, 2019USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Letters of Credit Outstanding, Amount | $ 0 |
Commitments and Contingencies W
Commitments and Contingencies Warranty and Extended Warranty (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2019 | Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Deferred Costs, Service Revenue | $ 500 | $ 700 |
Product Warranty Liability [Line Items] | ||
Product Warranty Accrual, Current | 0 | |
Deferred revenue extended warranties, current | 541 | |
Product Warranty Accrual, Noncurrent | 0 | |
Deferred revenue extended warranties, noncurrent | 678 | |
Warranty [Member] | ||
Product Warranty Liability [Line Items] | ||
Liability, period start | 22 | |
Standard and Extended Product Warranty Accrual, Decrease for Payments | 0 | |
Standard and Extended Product Warranty Accrual, Increase for Warranties Issued | 0 | |
Standard and Extended Product Warranty Accrual, Increase (Decrease) for Preexisting Warranties | (22) | |
Liability, period end | 0 | |
Deferred revenue [Member] | ||
Product Warranty Liability [Line Items] | ||
Deferred Revenue, period start | 1,471 | |
Standard and Extended Product Warranty Accrual, Decrease for Payments | (564) | |
Standard and Extended Product Warranty Accrual, Increase for Warranties Issued | 312 | |
Standard and Extended Product Warranty Accrual, Increase (Decrease) for Preexisting Warranties | 0 | |
Deferred Revenue, period end | $ 1,219 |
Subsequent Event (Details)
Subsequent Event (Details) - Subsequent Event [Member] | Jul. 12, 2019shares |
Subsequent Event [Line Items] | |
Financial Instruments Subject to Mandatory Redemption, Settlement Terms, Number of Shares | 1,000,000 |
Preferred shares exchanged, Series A | 6,500,000 |
Preferred shares issued, Series B | 6,500,000 |