Document and Entity Information
Document and Entity Information - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Feb. 22, 2019 | Jun. 29, 2018 | |
Document And Entity Information | |||
Entity Registrant Name | TearLab Corp | ||
Entity Central Index Key | 0001299139 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2018 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | Yes | ||
Entity Current Reporting Status | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business Flag | true | ||
Entity Emerging Growth Company | false | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 2,000 | ||
Entity Common Stock, Shares Outstanding | 11,696,998 | ||
Trading Symbol | TEAR | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2018 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets | ||
Cash | $ 8,473 | $ 7,272 |
Accounts receivable, net | 1,186 | 1,536 |
Inventory | 1,987 | 1,998 |
Prepaid expenses and other current assets | 690 | 690 |
Total current assets | 12,336 | 11,496 |
Fixed assets, net | 2,024 | 2,739 |
Intangible assets, net | 2 | 10 |
Other non-current assets | 151 | 100 |
Total assets | 14,513 | 14,345 |
Current liabilities | ||
Accounts payable | 681 | 1,720 |
Accrued liabilities | 2,363 | 2,859 |
Deferred Rent | 13 | 42 |
Total current liabilities | 3,057 | 4,621 |
Long-term debt, net | 32,014 | 28,290 |
Long-term third party payable | 111 | |
Total liabilities | 35,182 | 32,911 |
Commitments and contingencies (Note 10) | ||
Stockholders' deficit | ||
Capital stock | ||
Preferred Stock, $0.001 par value, 10,000,000 shares authorized, 556 and 2,012 issued and outstanding at December 31, 2018 and December 31, 2017, respectively | ||
Common stock, $0.001 par value, 40,000,000 shares authorized, 11,296,998 and 7,986,998 issued and outstanding at December 31, 2018 and December 31, 2017, respectively | 11 | 8 |
Additional paid-in capital | 510,380 | 510,235 |
Accumulated deficit | (531,060) | (528,809) |
Total stockholders' deficit | (20,669) | (18,566) |
Total liabilities and stockholders' deficit | $ 14,513 | $ 14,345 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 556 | 2,012 |
Preferred stock, shares outstanding | 556 | 2,012 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 40,000,000 | 40,000,000 |
Common stock, shares issued | 11,296,998 | 7,986,998 |
Common stock, shares outstanding | 11,296,998 | 7,986,998 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Total revenue | $ 24,999 | $ 27,119 |
Cost of goods sold | ||
Gross profit | 15,543 | 14,005 |
Operating expenses | ||
Sales and marketing | 3,334 | 12,330 |
Clinical, regulatory and research & development | 3,587 | 4,691 |
General and administrative | 6,160 | 8,772 |
Total operating expenses | 13,081 | 25,793 |
Income (Loss) from operations | 2,462 | (11,788) |
Other income (expense) | ||
Interest expense | (4,709) | (4,269) |
Other, net | (4) | (44) |
Total other income (expense) | (4,713) | (4,313) |
Net loss and comprehensive loss | $ (2,251) | $ (16,101) |
Weighted average shares outstanding - basic and diluted | 10,615,513 | 5,789,714 |
Net loss per share - basic and diluted | $ (0.21) | $ (2.78) |
Product Sales [Member] | ||
Total revenue | $ 22,153 | $ 24,237 |
Cost of goods sold | 8,495 | 10,993 |
Reader Equipment Rentals [Member] | ||
Total revenue | 2,846 | 2,882 |
Cost of goods sold | $ 961 | $ 2,121 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Deficit - USD ($) $ in Thousands | Common Stock [Member] | Series A Convertible Preferred Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2016 | $ 5 | $ 506,982 | $ (512,708) | $ (5,721) | |
Balance, Shares at Dec. 31, 2016 | 5,359,671 | 2,764 | |||
Common stock issued | $ 2 | 410 | 412 | ||
Common stock issued, shares | 2,013,636 | ||||
Series A Convertible Preferred stock issued | 748 | 748 | |||
Series A Convertible Preferred stock issued, shares | 2,114 | ||||
Series A Convertible Preferred conversion to common | $ 1 | (1) | |||
Series A Convertible Preferred conversion to common, shares | 599,485 | (2,866) | |||
Stock-based compensation | 736 | 736 | |||
Common stock warrants issued | 1,318 | 1,318 | |||
Issuance of employee purchase plan shares | 42 | 42 | |||
Issuance of employee purchase plan shares, shares | 14,206 | ||||
Net loss and comprehensive loss | (16,101) | (16,101) | |||
Balance at Dec. 31, 2017 | $ 8 | 510,235 | (528,809) | (18,566) | |
Balance, Shares at Dec. 31, 2017 | 7,986,998 | 2,012 | |||
Series A Convertible Preferred conversion to common | $ 3 | (3) | |||
Series A Convertible Preferred conversion to common, shares | 3,310,000 | (1,456) | |||
Stock-based compensation | 151 | 151 | |||
Common stock warrants issued | 3 | 3 | |||
Net loss and comprehensive loss | (2,251) | (2,251) | |||
Balance at Dec. 31, 2018 | $ 11 | $ 510,380 | $ (531,060) | $ (20,669) | |
Balance, Shares at Dec. 31, 2018 | 11,296,998 | 556 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
OPERATING ACTIVITIES | ||
Net loss for the period | $ (2,251) | $ (16,101) |
Adjustments to reconcile net loss to cash provided by (used in) operating activities: | ||
Stock-based compensation | 151 | 736 |
Depreciation of fixed assets | 1,202 | 1,937 |
Amortization of intangible assets | 9 | 50 |
Impairment of long-lived assets and inventory | 529 | |
(Gain) loss on disposal of fixed assets | 84 | 89 |
Deferred interest on long-term debt | 3,793 | 1,675 |
Amortization of deferred financing charges | 927 | 240 |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | 350 | 744 |
Inventory | 11 | 1,068 |
Prepaid expenses and other assets | 536 | |
Other non-current assets | (50) | 120 |
Accounts payable | (1,039) | (138) |
Accrued liabilities | (497) | (1,099) |
Deferred rent/revenue | (28) | (42) |
Cash provided by (used in) operating activities | 2,662 | (9,656) |
INVESTING ACTIVITIES | ||
Additions to fixed assets | (461) | (989) |
Cash used in investing activities | (461) | (989) |
FINANCING ACTIVITIES | ||
Payment on the term loan | (1,000) | |
Net proceeds from the issuance of equity instruments | 2,404 | |
Repurchase of fractional shares upon reverse stock split | (3) | |
Proceeds from the issuance of employee stock purchase plan shares | 45 | |
Cash (used in) provided by financing activities | (1,000) | 2,446 |
Net increase (decrease) in cash and cash equivalents during the year | 1,201 | (8,199) |
Cash and cash equivalents, beginning of year | 7,272 | 15,471 |
Cash and cash equivalents, end of year | 8,473 | 7,272 |
Supplemental Cash flow information | ||
Cash paid for interest | 2,356 | |
Supplemental disclosure of noncash investing and financing activities | ||
Issuance of Warrants | 1,318 | |
Purchase of asset through third party payable | $ 111 |
Basis of Presentation
Basis of Presentation | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | 1. Basis of Presentation Nature of Operations TearLab Corporation The accompanying consolidated financial statements include the accounts of the Company and all of its wholly owned subsidiaries, TearLab Research, Inc. (“TearLab Research”) and Occulogix Canada Corporation. Intercompany accounts and transactions have been eliminated on consolidation. On February 23, 2017, the Company’s stockholders authorized the board of directors to implement a reverse stock split, along with a corresponding reduction in the number of shares authorized. On February 27, 2017, the Company effected a 1-for-10 reverse stock split of its common stock. All common stock share amounts and prices per share of common stock in these consolidated financial statements have been retroactively adjusted to reflect the reverse stock split. Liquidity and Going Concern The accompanying consolidated financial statements have been prepared on the going concern basis, which assumes that the Company will continue to operate as a going concern and which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. The Company has sustained substantial losses of $2,251 and $16,101 for the years ended December 31, 2018 and 2017, respectively. Based on the Company’s current rate of cash consumption, the Company estimates it will need additional capital prior to the end of the first quarter of 2020 and its prospects for obtaining that capital are uncertain. The Company may be able to raise either additional debt financing or additional equity financing. However, the Company can make no assurances that it will be able to raise the required additional capital, either through debt or equity financing, on acceptable terms or at all. Unless the Company succeeds in raising additional capital, the Company anticipates that it will be unable to continue operations through the end of the first quarter of 2020 without violating an existing covenant on the Term Loan Agreement (defined below). As a result of the Company’s historical losses and financial condition, there is substantial doubt about the Company’s ability to continue as a going concern. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | 2. SIGNIFICANT ACCOUNTING POLICIES Use of Estimates The preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. The principal areas of judgment relate to revenue and inventory reserves, allowance for doubtful accounts, impairment of long-lived and intangible assets, valuation allowance on deferred tax assets and the fair value of stock options and warrants. Concentrations and Risk Financial instruments, which potentially subject the Company to concentrations of credit risk, consist primarily of cash and accounts receivable. The Company limits its exposure to credit loss by placing its cash with high credit quality financial institutions. During 2018 and 2017, the Company derived its revenue from the sale of the TearLab ® Currently, there are two suppliers for the reader and pen components of the TearLab® Osmolarity System and one supplier for the test cards. The Company expects to maintain the relationships with these suppliers. Fair Value of Financial Instruments The Company’s financial instruments consist principally of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses and term debt. The carrying amounts of financial instruments such as cash equivalents, accounts receivable, accounts payable and accrued expenses approximate the related fair values due to the short-term maturities of these instruments. The term debt is presented net of any unamortized premiums or discounts, which approximates fair value. Cash and Cash Equivalents The Company considers all highly liquid investments that are readily convertible into cash and have an original maturity of three months or less at the time of purchase to be cash equivalents. Accounts Receivable and Allowance for Doubtful Accounts The Company’s accounts receivable consists primarily of trade receivables from customers and are generally unsecured and due within 30 days. The Company evaluates the collectability of its accounts receivable based on a combination of factors and calculates an allowance for doubtful accounts based on the estimated proportion of aged receivables deemed uncollectable. Expected credit losses related to trade receivables are recorded as an allowance for doubtful accounts. The allowance for doubtful accounts is charged to sales and marketing expense and accounts receivable are written off as uncollectible and deducted from the allowance after appropriate collection efforts have been exhausted. The activities in the allowance for doubtful accounts are as follows: Years ended December 31, 2018 2017 Balance at the beginning of the year $ 508 $ 649 Charges to bad debt expense (241 ) 21 Write-off and recoveries (129 ) (162 ) Balance at the end of the year $ 138 $ 508 Inventory Inventory is recorded at the lower of cost or net realizable value on a first-in, first-out basis and consists of purchased finished goods. Inventory is periodically reviewed for evidence of slow-moving or obsolete items, and the estimated reserve is based on management’s reviews of inventories on hand, compared to estimated future usage and sales, reviewing product shelf-life, and assumptions about the likelihood of obsolescence. Once written down, the adjustments are considered permanent and are not reversed until the related inventory is sold. Fixed Assets Property and equipment are carried at cost less accumulated depreciation and amortization. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, ranging from three to fifteen years. Maintenance and repairs are expensed as incurred. The Company reviews property and equipment for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. An impairment loss would be recognized when estimated future undiscounted cash flows relating to the asset are less than its carrying amount. An impairment loss is measured as the amount by which the carrying amount of an asset exceeds its fair value. Impairment of long-lived Assets The Company periodically assesses the carrying value of intangible and other long-lived assets, and whenever events or changes in circumstances indicate that the carrying amount of an asset might not be recoverable. The assets are considered to be impaired if the Company determines that the carrying value may not be recoverable based upon its assessment, which includes consideration of the following events or changes in circumstances: ● the asset’s ability to continue to generate income from operations and positive cash flow in future periods; ● loss of legal ownership or title to the asset; ● significant changes in the Company’s strategic business objectives and utilization of the asset(s); and ● the impact of significant negative industry or economic trends. If the assets are considered to be impaired, the impairment recognized is the amount by which the carrying value of the assets exceeds the fair value of the assets. Fair value is determined by the application of discounted cash flow models to project cash flows from the asset. In addition, the Company bases the useful lives and related amortization or depreciation expense on an estimate of the period that the assets will generate revenue or otherwise be used. The Company also periodically reviews the lives assigned to long-lived assets to ensure that the initial estimates do not exceed any revised estimated periods from which the Company expects to realize cash flows from its assets. Patents and Trademarks Patents and trademarks are recorded at historical cost and are amortized using the straight-line method over their estimated useful lives, not to exceed 15 years. Intangible Assets Intangible assets are recorded at historical cost and are amortized using the straight-line method over their estimated useful life. Product Warranties The Company generally provides a one-year warranty on its TearLab® Osmolarity System and related disposables. The Company accrues the estimated cost of this warranty at the time revenue is recognized and charges warranty expense to cost of goods sold. Warranty reserves are established based on historical experience with failure rates and the number of systems covered by warranty. Warranty reserves are depleted as systems and disposables are replaced. The Company reviews warranty reserves quarterly and, if necessary, makes adjustments. The activities in the warranty reserve are as follows: Years ended December 31, 2018 2017 Balance at the beginning of the year $ 131 $ 124 Charges to cost of goods sold 17 137 Costs applied to liability (74 ) (130 ) Balance at the end of the year $ 74 $ 131 Income Taxes A deferred tax asset or liability is determined based on the difference between the financial statement and tax basis of assets and liabilities as measured by the enacted tax rates which will be in effect when these differences reverse. The Company provides a valuation allowance against net deferred tax assets unless, based upon the available evidence, it is more likely than not that the deferred tax assets will be realized. Revenue Recognition On January 1, 2018 the Company adopted Topic 606 – Revenue from Contracts with Customers Revenue Recognition There was no net reduction to opening retained earnings as a result of adopting Topic 606 and no impact to revenues for the year ended December 31, 2018. Revenue is recognized when obligations under the terms of a contract with our customer are satisfied; generally, this occurs with the transfer of control of our products or services. Revenue is measured as the amount of consideration we expect to receive in exchange for transferring goods or providing services which includes estimates of variable consideration that results from returns, rebates or test card replacements. The Company records allowances for returns or rebates and reports revenue net of such amounts, which were immaterial for the twelve months ended December 31, 2018. Sales and other taxes we collect concurrent with revenue-producing activities are excluded from revenue. The Company’s payment terms are typically upon shipment or net 30. The Company sells its proprietary TearLab® Osmolality System and related test cards to external customers, who are primarily eye care professionals, for use in osmolality testing procedures. Revenue is primarily derived from the sale of disposable test cards. Products are generally shipped from a distribution and warehousing facility located in San Diego, California. The Company’s sales are currently direct to customers in the United States and to distributors in the rest of the world. The Company enters into contracts where revenue is derived either from agreements whereby the customer is provided the right to use the TearLab® Osmolarity System “reader equipment” at no separate cost to the customer in consideration for a minimum or implied purchase commitment of disposable test cards over the related contract term (referred to as either “Use Agreements,” “Masters Agreements” or “Flex Agreements”), or from agreements to sell the reader equipment and disposable test cards at their stand-alone selling price with no contractual future purchase commitment (referred to as “Purchase Agreements”). Use, Masters, and Flex Agreements Purchase commitments for Use Agreements and Flex Agreements are expressed in the agreement for a specified period of time (generally one to three years). The purchase commitment for Masters Agreements is implied for large physician practices with an expectation of purchasing certain levels of test cards. The Company recovers the cost of providing the reader equipment in the amount charged for disposable test cards. Two performance obligations exist under these contracts, related to the customers’ right to use the reader equipment and orders of test cards. As the customer has the ability and right to operate the reader equipment in a manner it determines as well as obtain the output from using the reader equipment, the revenue related to the reader equipment use performance obligation is recognized in accordance with ASC 840 – Leases, wherein revenue related to the reader equipment is recognized over the defined contract term. Revenue related to disposable test cards is recognized as the disposable test cards are shipped. Based on the nature of these contracts, which provide terms for the future purchase of test cards but do not contractually obligate the customer to do so, each purchase of test cards is treated as its own distinct contract with a performance obligation to provide the test cards ordered, memorialized by the customers’ purchase order/request. Revenue under such agreements is allocated between the lease of the reader equipment and the sale of the disposables based upon each component’s relative standalone selling price, which is estimated using the selling prices of the reader device and test cards under Purchase Agreements, discussed further below. When reader equipment is placed with a customer at no separate cost, the Company retains title to the equipment and it remains capitalized on the Company’s Consolidated Balance Sheet as equipment classified within fixed assets, net. The equipment is depreciated on a straight-line basis once shipped to a customer location over its estimated useful life and depreciation expense is included in cost of goods sold within the Consolidated Statements of Operations and Comprehensive Loss. Purchase Agreements Revenue recognition for Purchase Agreements is based on the individual performance obligations determined to exist in the contract. Since the reader equipment and the test cards are separate and distinct delivered items, the delivery of each are considered separate performance obligations. The reader equipment and test cards are separately identified under the Purchase Agreements and are sold at their standalone selling price. The Company recognizes revenue for each of the performance obligations only when it determines that all applicable recognition criteria have been met, which is usually upon shipment to the customer. Under Purchase Agreements, the customer is not contractually obligated to purchase additional test cards, and each subsequent order of test cards represents a separate and distinct contract with the performance obligation to provide the test cards ordered. Amounts billed to customers for shipping and handling of a sales transaction are included as revenue. For the years ended December 31, 2018 and 2017, the Company recognized revenue from shipping and handling of $148 and $165, respectively. The following table presents our revenues disaggregated by revenue source. Sales and usage-based taxes are excluded from revenues: Years ended December 31, 2018 2017 Product Sales $ 22,153 $ 24,237 Reader Equipment Rentals 2,846 2,882 $ 24,999 $ 27,119 Arrangements with Multiple Performance Obligations Our contracts with customers may include multiple performance obligations. For such arrangements, we allocate revenue to each performance obligation based on its relative standalone selling price. We generally determine standalone selling prices based on the separate prices charged to customers for the reader device and test cards under Purchase Agreements. Return Reserve Although the Company has a no return policy for its products, the Company has established a return reserve for product sales that contain an implicit right of return. The Company reserves for estimated returns or refunds by reducing revenue at the time of shipment based on historical experience. The reserve of $6 and $9 as of December 31, 2018 and 2017, respectively, has been recorded as a reduction of revenue and is included in accounts receivable. The activities in the return reserve are as follows: Years ended December 31, 2018 2017 Balance at the beginning of the year $ 9 $ 13 Provision 64 93 Write-off and recoveries (67 ) (97 ) Balance at the end of the year $ 6 $ 9 Practical Expedients and Exemptions We generally expense outside sales commissions when incurred because the amortization period would have been one year or less. These costs are recorded within sales and marketing expenses. We do not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed. Cost of Goods Sold Cost of goods sold includes the costs the Company incurs for the purchase of the TearLab® Osmolarity Systems sold and related freight and shipping costs, royalties, fees related to merchant services, warehousing and logistics inventory management associated with conducting business and depreciation of reader equipment. The Company recorded $706 and $794 in shipping and handling fees for the years ended December 31, 2018 and 2017, respectively. Clinical, Regulatory and Research & Development Costs Clinical and regulatory costs attributable to the performance of contract services are recognized as an expense as the services are performed. Non-refundable, up-front fees paid in connection with these contracted services are deferred and recognized as an expense over the estimated term of the related contract. Stock-based Compensation The Company accounts for stock-based compensation expense for its directors and employees in accordance with US GAAP guidance related to stock-based compensation. Under this guidance, stock-based compensation cost is estimated at the grant date based on the fair value of the award and is recognized as an expense ratably over the requisite service period of the award. The Company uses the Black-Scholes Merton option pricing model for determining the fair value for all its awards and will recognize compensation cost on a straight-line basis over the awards’ vesting periods. Advertising Costs Advertising costs are expensed as incurred. Total advertising costs for each of the years ended December 31, 2018 and 2017 were $43 and $343, respectively. Foreign Currency Transactions The Company’s functional and reporting currency is the U.S. dollar. The assets and liabilities of the Company’s Canadian operations are maintained in U.S. dollars. Monetary assets and liabilities denominated in foreign currencies are translated into U.S. dollars at exchange rates in effect at the consolidated balance sheet dates, and non-monetary assets and liabilities are translated at exchange rates in effect on the date of the transaction. Revenue and expenses are translated into U.S. dollars at average exchange rates prevailing during the year. Resulting exchange gains of $7 and $43 are included in other income (expense) for the years ended December 31, 2018 and 2017, respectively. Geographic Information The following table provides geographic information related to the Company’s revenue based on the geographic location to which it delivers the product: For the year ended December 31, 2018 2017 United States $ 23,634 $ 25,523 Rest of the world 1,365 1,596 Total $ 24,999 $ 27,119 Comprehensive Income (Loss) Comprehensive income (loss) is defined as the change in equity during a period from transactions and other events and circumstances from non-owner sources. Comprehensive income (loss) generally includes unrealized gains or losses on the Company’s marketable securities and foreign currency translation adjustments. In all the periods presented, the Company’s comprehensive loss equaled the net loss for the period. Recent Accounting Pronouncements In June 2018, the FASB issued Accounting Standards Update (“ASU”) No. 2018-07, “Compensation – Stock Compensation (Topic 718).” ASU 2018-07 simplifies the accounting for nonemployee share-based payment transactions. This ASU is effective for public entities for interim and annual reporting periods beginning after December 15, 2018. The Company is currently evaluating the potential impact of this guidance and does not believe that it will have a material impact on the Company’s consolidated financial statements. On January 1, 2018, we adopted Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers, In December 2017, the United States (“U.S.”) enacted the Tax Cuts and Jobs Act (the “2017 Act”), which changes existing U.S. tax law and includes various provisions that are expected to affect public companies. The 2017 Act (i) changes U.S. corporate tax rates, (ii) generally reduces a company’s ability to utilize accumulated net operating losses, and (iii) requires the calculation of a one-time transition tax on certain previously unrepatriated foreign earnings and profits (“E&P”). The 2017 Act will also impact estimates of a company’s deferred tax assets and liabilities. On December 22, 2017, the Securities and Exchange Commission issued Staff Accounting Bulletin No. 118 (“SAB 118”) to address the application of U.S. GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed in reasonable detail to complete the accounting for certain income tax effects of the Tax Cuts and Jobs Act (“U.S. Tax Cuts and Jobs Act of 2017”). This new law did not have a significant impact on our consolidated financial statements for the year ended December 31, 2018 because we maintain a valuation allowance on the entirety of our deferred tax assets. However, the reduction of the U.S. federal corporate tax rate from 34% to 21% resulted in a remeasurement of our deferred tax assets. In July 2017, the FASB issued Accounting Standards Update No. 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815) I. Accounting for Certain Financial Instruments with Down Round Features II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception (“ASU 2017-11”). Part I of this update addresses the complexity of accounting for certain financial instruments with down round features. Down round features are features of certain equity-linked instruments (or embedded features) that result in the strike price being reduced on the basis of the pricing of future equity offerings. Current accounting guidance creates cost and complexity for entities that issue financial instruments (such as warrants and convertible instruments) with down round features that require fair value measurement of the entire instrument or conversion option. Part II of this update addresses the difficulty of navigating Topic 480, Distinguishing Liabilities from Equity In August 2016, the Financial Accountings Standards Board (the “FASB”) issued Accounting Standards Update No. 2016-15, Statement of Cash Flows (“ASU 2016-35”), to reduce diversity in practice of how certain transactions are classified in the statement of cash flows. ASU 2016-15 is effective for fiscal and interim periods beginning after December 15, 2017. The guidance did not have a material impact on the Company’s consolidated financial statements. In February 2016, the FASB issued ASU No. 2016-02, Leases (“ASU 2016-02”). ASU 2016-02 establishes a right-of-use model that requires a lessee to record an asset and liability on the balance sheet for all leases with terms longer than twelve months. In July 2018, the FASB issued ASU 2018-10, Codification improvements to Topic 842 (leases), which provides narrow amendments to clarify how to apply certain aspects of the new lease standard. In July 2018, the FASB also issued ASU 2018-11, Leases (Topic 842): Targeted improvements, which provides an optional transition method that allows entities to elect to apply the standard prospectively at its effective date, versus recasting the prior periods presented. In December 2018 FASB issued ASU 2018-20, Leases (Topic) 842: Narrow-scope Improvements for Lessors which provides for certain policy elections and changes lessor accounting for sales and similar taxes and certain lessor costs. In March 2019 the FASB issued ASU 2019-01, Leases Codification Improvements Codification improvements to Topic 842 (leases), which provides narrow amendments to clarify how to apply certain aspects of the new lease standard. The Company has evaluated the impact of the new standard on its consolidated financial statements and the guidance does not have a material impact on the Company. The Company adopted the guidance effective January 1, 2019 and has elected to apply the standard prospectively at its effective date of January 1, 2019. |
Balance Sheet Details
Balance Sheet Details | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Balance Sheet Details | 3. BALANCE SHEET DETAILS Accounts Receivable December 31, 2018 2017 Trade receivables $ 1,324 $ 2,044 Allowance for doubtful accounts (138 ) (508 ) $ 1,186 $ 1,536 Inventory December 31, 2018 2017 Finished goods $ 1,987 $ 2,125 Inventory reserves - (127 ) $ 1,987 $ 1,998 The Company evaluates inventory for estimated excess quantities and obsolescence, based on expected future sales levels and projections of future demand and expiration dates of inventory, with the excess inventory provided for. In addition, the Company assesses the impact of changing technology and market conditions. The Company recorded charges for an inventory write-off associated with excess and obsolete inventory of $127 for the year ended December 31, 2017. Prepaid Expenses and Other Current Assets December 31, 2018 2017 Prepaid trade shows $ 18 $ 14 Prepaid insurance 322 313 Manufacturing deposits 111 - Subscriptions 140 311 Other fees and services 98 52 Other current assets 1 - $ 690 $ 690 Fixed Assets, net December 31, 2018 2017 Capitalized TearLab equipment $ 6,922 $ 8,437 Manufacturing equipment 317 - Leasehold improvements 13 60 Computer equipment and software 846 915 Furniture and office equipment 368 436 Medical equipment 1,366 1,180 $ 9,832 $ 11,028 Less accumulated depreciation (7,808 ) (8,289 ) $ 2,024 $ 2,739 Depreciation expense was $1,202 and $1,937 for the years ended December 31, 2018 and 2017, respectively. During the year ended December 31, 2017, the Company determined there was excess TearLab equipment on hand and recorded an impairment charge of $402 to fixed assets, which is included as a charge to cost of goods sold on the Consolidated Statements of Operations and Comprehensive Loss. Accrued Liabilities December 31, 2018 2017 Due to professionals $ 17 $ 193 Due to employees and directors 1,289 944 Sales and use tax liabilities 257 253 Royalty liability 290 447 Warranty 74 131 Restructuring - 200 Other 436 691 $ 2,363 $ 2,859 |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | 4 INTANGIBLE ASSETS The Company’s intangible assets consist of the value of TearLab® Technology acquired in the acquisition of TearLab Research, Inc., a wholly-owned subsidiary of the Company and a prescriber list. The TearLab Technology, which consists of a disposable lab card and card reader, supported by an array of patents and patent applications that are either held or in-licensed by the Company. Amortization expense was $8 and $50 for the years ended December 31, 2018 and 2017, respectively. Intangible assets subject to amortization consist of the following: Remaining Useful Life (Years) Gross Value at December 31, 2018 Accumulated Amortization Net Book Value at December 31, 2018 TearLab® technology 0 $ 12,172 $ (12,172 ) $ - Patents and trademarks 1 271 (269 ) 2 Prescriber list 0 90 (90 ) - Total $ 12,533 $ (12,531 ) $ 2 Remaining Useful Life (Years) Gross Value at December 31, 2017 Accumulated Amortization Net Book Value at December 31, 2017 TearLab® technology 0 $ 12,172 $ (12,172 ) $ - Patents and trademarks 1 271 (261 ) 10 Prescriber list 0 90 (90 ) - Total $ 12,533 $ (12,523 ) $ 10 Estimated future amortization expense related to intangible assets with finite lives at December 31, 2018 is as follows: Amortization of intangible assets 2019 $ 1 Thereafter 1 $ 2 |
Term Loan
Term Loan | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Term Loan | 5 TERM LOAN On March 4, 2015, the Company executed a term loan agreement (the “Term Loan Agreement”) with CRG LP and certain of its affiliate funds (“CRG”) as lenders providing the Company with access of up to $35,000 under the arrangement. The Company received $15,000 in gross proceeds under the arrangement on March 4, 2015, and an additional $10,000 on October 6, 2015. The Term Loan Agreement matures on December 31, 2020 and bears interest at 13% per annum, with quarterly payments of interest only for the first four years. While interest on the loan is accrued at 13% per annum, the Company may elect to make interest-only payments at 8.5% per annum. The unpaid interest of 4.5% is added to the principal of the loan and is subject to additional accrued interest (“PIK interest”). The accrued interest can be deferred and paid together with the principal in the fifth and sixth years. As part of Amendment No. 2 to the Term Loan Agreement, and funding of the second tranche, CRG received 35,000 warrants dated as of October 6, 2015 to purchase common shares of the Company at a price of $50.00 per share (the “2015 CRG Warrants”). The 2015 CRG Warrants have a five-year life and are classified as equity on the Consolidated Balance Sheets as of December 31, 2018 and 2017. The 2015 CRG Warrants were valued at their issuance date using the Black-Scholes Merton model. The related reduction of the long-term debt will be amortized over the life of the debt. On April 7, 2017, the Company entered into Amendment No. 4 to the Term Loan Agreement and the company issued CRG additional warrants to purchase 35,000 common shares of the Company’s stock at 15.00 per share (the “2016 CRG Warrants”) and together with the 2015 CRG Warrants, the “CRG Warrants”, expire 5 years after issuance. On October 12, 2017, the Company entered into Amendment No. 5 to the Term Loan Agreement. This amendment reduced the exercise price of all of the CRG Warrants from $15.00 per share to $1.50 per share and provided broad anti-dilution protection such that the CRG Warrants maintained the same 1.22% ownership following any capital raises the Company completed through March 31, 2018. On April 4, 2018 with an effective date of March 31, 2018, the Company entered into Amendment No. 6 to the Term Loan Agreement. Pursuant to the terms of this amendment, the cash interest payments due in 2018 will be deferred and added to the principal balance under the Loan Agreement at the end of each quarter. This amendment also provided for an additional facility fee equal to 3% of the sum of the aggregate amount of the principal drawn under the Term Loan Agreement and any PIK loans issued, so that the total facility fee shall be 9.5%, applicable to the entire balance, (the “Facility Fee”). The Facility Fee is being accrued to interest expense using the effective interest method. In addition, this amendment reduced the minimum liquidity covenant to $3 million. Concurrent with the reduction of the liquidity covenant the Company agreed to repay CRG $1.0 million of principal on the Term Loan Agreement in April 2018. Lastly, this amendment reduced the strike price of the existing CRG Warrants to $0.44 per share (see Note 6). The Amendment was accounted for as a modification in accordance with U.S. GAAP. On November 12, 2018 the Company entered into Amendment No. 7 to the Term Loan Agreement. Pursuant to the terms of the agreement, the Amendment extends the “Interest-Only Period” under the Term Loan Agreement from the sixteenth (16 th th TM At December 31, 2018, the Company was in compliance with all of the covenants. The Company incurred financing and legal fees associated with the debt of $606, which were recorded as a direct discount to the debt and are being amortized using the effective interest method. The Company presents the debt issuance costs related to the recognized debt liability on the Consolidated Balance Sheet as a reduction of the liability. The Term Loan Agreement provided for prepayment fees of 5% of the outstanding balance of the loan if the loan was repaid prior to March 31, 2016. The prepayment fee is reduced 1% per year for each subsequent year until maturity. The following is a summary of the Term Loan Agreement as of December 31, 2018 and related maturities of outstanding principle: Principle balance outstanding $ 24,000 PIK interest 6,918 Facility fee 1,451 less discount on term loan: deferred financing fees, net (184 ) fair value of detachable warrants, net (171 ) Total term loan $ 32,014 Principal due for each of the next 5 years and in the aggregate thereafter: 2019 - 2020 32,369 Total principal, PIK interest and facility fee due 32,369 Less: discount on term loan (355 ) Total term loan $ 32,014 |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Stockholders' Equity | 6. STOCKHOLDERS’ EQUITY (a) Authorized Share Capital On October 12, 2017, the stockholders of the Company approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 9,500,000 to 40,000,000. Each share of common stock has a par value of $0.001 per share. The total number of authorized shares of preferred stock of the Company is 10,000,000. Each share of preferred stock has a par value of $0.001 per share. On February 23, 2017, the Company’s stockholders authorized the board of directors to implement a reverse stock split, along with a corresponding reduction in the number of shares authorized. On February 27, 2017, the Company effected a 1-for-10 reverse stock split of its common stock. All common stock share amounts and prices per share of common stock have been retroactively adjusted to reflect the reverse stock split. ( b) Common and Preferred Shares On December 8, 2017, the Company issued 2,013,636 shares of common stock, 2,114 shares of Series A Convertible Preferred Stock (“Preferred Stock”), Series A warrants to purchase 6,818,181 shares of common Stock (“Series A Warrants”) and Series B warrants to purchase 6,818,181 shares of common stock (“Series B Warrants”) for gross proceeds of $3,000, less issuance costs of $596. Additionally, the Company granted the placement agent compensation warrants to purchase 477,273 shares of common stock. The Preferred stock is convertible, subject to certain limitations, into an aggregate of 4,804,545 shares of common stock, contains no voting rights, participates in any common stock dividends and is treated as if converted upon any ordinary liquidation event. The common stock, Series A Convertible Preferred Stock and the Series A and Series B Warrants are all included in equity in the Company’s Consolidated Balance Sheets as of December 31, 2018 and 2017. The net proceeds were allocated to common stock, Preferred Stock and Series A and Series B Warrants based on their relative fair values as follows: Common stock $ 327 Preferred stock 781 Series A warrants 804 Series B warrants 492 Net proceeds $ 2,404 As of December 31, 2018, 1,558 shares of Series A Convertible Preferred stock have been converted into 3,540,909 shares of common stock. (c) Stock Incentive Plan On June 23, 2017, the Company’s stockholders approved an amendment to the 2002 Stock Incentive Plan (the “Stock Incentive Plan”), to increase the total number of shares reserved for issuance to 1,070,000 from 720,000. Stock Incentive Plan shares are available for grant to employees, directors and consultants. Shares granted under the Stock Incentive Plan may be incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock or restricted share units. Under the terms of the Stock Incentive Plan, the exercise price per share for an incentive stock option shall not be less than the fair market value of a share of stock on the effective date of grant and the exercise price per share for non-statutory stock options shall not be less than 85% of the fair market value of a share of stock on the date of grant. No option granted to a holder of more than 10% of the Company’s common stock shall have an exercise price per share less than 110% of the fair market value of a share of stock on the effective date of grant. Options granted are typically service-based options. Generally, options expire 10 years after the date of grant. No incentive stock options granted to a 10% owner optionee shall be exercisable after the expiration of five years after the effective date of grant of such option, no option has been granted to a prospective employee, prospective consultant or prospective director prior to the date on which such person commences service, and with the exception of an option granted to an officer, director or consultant, no incentive option shall become exercisable at a rate less than 20% per annum over a period of five years from the effective date of grant of such option unless otherwise approved by the Board. Share-based payment transactions with employees are recognized in the financial statements based on their fair value and recognized as compensation expense over the vesting period. The amount of expense recognized during the period is affected by subjective assumptions, including: estimates of the Company’s future volatility, the expected term for its stock options, option exercise behavior, the number of options expected to ultimately vest, and the timing of vesting for the Company’s share-based awards. The weighted-average fair value of stock options granted during the years ended December 31, 2018 and 2017 was $ 0.12 and $2.30, respectively. The following table sets forth the total stock-based compensation expense resulting from stock options included in the Company’s Consolidated Statements of Operations and Comprehensive Loss (in thousands): Years ended December 31, 2018 2017 General and administrative $ 71 $ 308 Clinical, regulatory and research and development 25 98 Sales and marketing 55 330 Stock-based compensation expense before income taxes $ 151 $ 736 The estimated fair value of stock options for the periods presented was determined using the Black-Scholes Merton option pricing model with the following weighted-average assumptions: Years ended December 31, 2018 2017 Volatility 84 % 78 % Weighted average expected life of the options 6 6 Risk-free interest rate 2.85 % 2.09 % Dividend yield 0.00 % 0.00 % The Company’s computation of expected volatility is based on the historical volatility of the Company’s common stock over a period of time equal to the expected term of the stock options. The Company’s computation of weighted average expected life was estimated as the mid-point between the vesting date and the end of the contractual period. The risk-free interest rate for an award is based on the U.S. Treasury yield curve with a term equal to the expected life of the award on the date of grant. A summary of the options issued during the years ended December 31, 2018 and 2017 and the total number of options outstanding as of that date are set forth below: Number of Options Outstanding Weighted Average Exercise Price Weighted Average Remaining Contractual Life (years) Aggregate Intrinsic Value (in thousands) Outstanding, December 31, 2016 713,616 $ 33.19 5.92 $ - Granted 16,800 3.36 Exercised - - Forfeited/cancelled/expired (101,400 ) 33.45 Outstanding, December 31, 2017 629,016 $ 32.35 4.29 $ - Granted 509,590 0.16 Exercised - - Forfeited/cancelled/expired (239,487 ) 27.33 Outstanding, December 31, 2018 899,119 $ 15.45 7.26 $ - Vested or expected to vest, December 31, 2018 895,449 $ 15.48 7.26 $ - Exercisable, December 31, 2018 497,373 $ 27.48 5.48 $ - The aggregate intrinsic value at December 31, 2018 represents the total pre-tax intrinsic value, calculated as the difference between the Company’s closing stock price on the last trading day of the respective fiscal year and the exercise price, multiplied by the number of shares that would have been received by the option holders if the options that could be exercised had been exercised on such date. Net cash proceeds from the exercise of common stock options were $0 for the years ended December 31, 2018 and 2017. No income tax benefit was realized from stock option exercises during the years ended December 31, 2018 and 2017. The Company presents excess tax benefits from the exercise of stock options, if any, as financing cash flows rather than operating cash flows. The total intrinsic value of options exercised was $0 for the years ended December 31, 2018 and 2017. The total fair value of stock options vested during the years ended December 31, 2018 and 2017 was $76 and $758, respectively. As of December 31, 2018, total unrecognized compensation cost related to stock options of $78 is expected to be recognized over a weighted-average period of 1.67 years. As of December 31, 2018, the Company had 149,309 options remaining in the Stock Option Plan available for grant. (d) Employee Stock Purchase Plan In July 2014, the Company’s Board of Directors adopted the 2014 Employee Stock Purchase Plan (the “ESPP”) which was approved by the Company’s stockholders in June 2014 at the Company’s Annual Meeting of Stockholders. At December 31, 2017 a total of 28,601 shares of the Company’s common stock were reserved for issuance under the plan, which permits eligible employees to purchase common stock at a discount through payroll deductions. In early 2018, the Company’s Board of Directors terminated the ESPP. The price at which stock was purchased under the ESPP was equal to 90% of the fair market value of the common stock on the first or the last day of the offering period, whichever is lower. Generally, each offering under the ESPP will be for a period of six months as determined by the Company’s Board of Directors. Employees may invest up to 20% of their gross compensation through payroll deductions. In no event may an employee purchase more than $25 worth of stock in the plan during each calendar year or purchase more than 500 shares per offering period. During the years ended December 31, 2018 and 2017, the Company recorded $0 and $4 of expense, respectively, under the ESPP. During the year ended December 31, 2018 and 2017 the Company issued 0 and 14,206 shares of common stock, respectively, under the ESPP. (e) Warrants On October 8, 2015, as part of Amendment No. 2 to the Term Loan Agreement, and funding of the $10,000 tranche, CRG received warrants to purchase 35,000 common shares in the Company at a price of $50.00 per share (the “2015 CRG Warrants”). The 2015 CRG Warrants are exercisable any time prior to October 8, 2020. The 2015 CRG Warrants are classified as equity on the Consolidated Balance Sheets as of December 31, 2018 and 2017, respectively. The CRG Warrants were valued at $290 upon issuance using the Black-Scholes Merton model assuming volatility of 73%, an expected life of 5.0 years, a risk-free interest rate of 1.71%, and 0% dividend yield. No CRG Warrants were exercised during the twelve months ended December 31, 2018 or 2017. On April 8, 2016, as part of Amendment No. 4 to the Term Loan Agreement, the exercise price of the 2015 CRG Warrants was changed to allow the holder to purchase common shares in the Company at a price of $15.00 per share and CRG was issued an additional 35,000 warrants to purchase common shares at an exercise price of $15.00 (the “2016 CRG Warrants” and together with the 2015 CRG Warrants, the “CRG Warrants”). The modification to the terms of the CRG Warrants resulted in a change in fair value of $54 which was included as interest expense for the twelve months ended December 31, 2016. The change in fair value was calculated using the Black-Scholes Merton model with both exercise prices, assuming volatility of 76%, an expected life of 4.5 years, a risk-free interest rate of 1.06%, and 0% dividend yield. The 2016 CRG Warrants are classified as equity on the Consolidated Balance Sheets as of December 31, 2018 and 2017, respectively, and the warrants were valued at $106 upon issuance using the Black-Scholes Merton model assuming volatility of 76%, an expected life of 5.0 years, a risk-free interest rate of 1.30% and 0% dividend yield. On May 9, 2016, the Company issued Series A Warrants to purchase 1,253,500 shares of common stock for $11.25 per common share attached to shares of common and Series A Convertible Preferred Stock issued on the same date. The Series A Warrants can be exercised after May 9, 2017 (the “Initial Exercise Date”) and expire 5 years after the Initial Exercise Date. Fair value of the Series A Warrants, for purposes of allocating the net proceeds of the equity offering, was determined using the Black-Scholes Merton model assuming volatility of 76%, an expected life of 6.0 years, a risk-free interest rate of 1.30%, and 0% dividend yield. On October 12, 2017, as part of Amendment No. 5 to the Term Loan Agreement, the exercise price of the CRG warrants was changed to allow the holder to purchase common shares in the Company at a price of $1.50 per share as well as provide broad anti-dilution protection such that the CRG Warrants shall maintain the same 1.22% ownership following any capital raises the Company completed through March 31, 2018. The modification to the terms of the CRG Warrants resulted in a change in fair value of $44 which was included as interest expense for the twelve months ended December 31, 2017. The 2015 CRG Warrants change in fair value was calculated using the Black-Scholes Merton model with both exercise prices, assuming volatility of 94%, an expected life of 2.99 years, a risk-free interest rate of 1.70% and 0% dividend yield. The 2016 CRG Warrants change in fair value was calculated using the Black-Scholes Merton model with both exercise prices, assuming volatility of 90%, an expected life of 3.48 years, a risk-free interest rate of 1.80% and 0% dividend yield. On December 8, 2017, the Company issued Series A Warrants to purchase 6,818,181 shares of common stock for $0.44 per share and Series B Warrants to purchase 6,818,181 shares of common stock for $0.44 per share in conjunction with shares of common stock and Series A Convertible Preferred stock issued on that same date. The Series A Warrants were exercisable immediately and expire 5 years after the issuance date. Fair Value of the Series A Warrants, for purposes of allocating the net proceeds of the equity offering, was determined using the Black-Scholes Merton model assuming volatility of 88%, an expected life of 5 years, a risk-free interest rate of 2.14% and a 0% dividend yield and are classified as equity on the Consolidated Balance Sheets as of December 31, 2018 and 2017. The Series B Warrants were exercisable immediately and expire 6 months after the issuance date. Fair value of the Series B warrants for purposes of allocating the net proceeds of the equity offering, was determined using the Black-Scholes Merton model assuming a volatility of 158.6%, an expected life of 6 months, a risk-free rate of 1.45% and a 0% dividend yield and are classified as equity on the Consolidated Balance Sheet as of December 31, 2017. All Series B warrants expired, unexercised, on June 7, 2018. In addition, we granted the placement agent compensation warrants to purchase 477,273 shares of common stock at $0.55 per share. The compensation warrants are in the same form as Series A warrants, excluding the exercise price, and will terminate on the five year anniversary date. The placement agent warrants are classified as equity on the Consolidated Balance Sheets as of December 31, 2018 and 2017. In connection with the December 2017 offering the Company issued CRG warrants to purchase 83,240 shares of common stock at an exercise price of $1.50 (the “2017 CRG Warrants”) as a result of triggering the anti-dilution clause of Amendment No. 5 to the Term Loan Agreement (see Note 5). The anti-dilution clause is considered down-round protection, however the Company early adopted ASU 2017-11 and therefore the down-round feature is excluded from the consideration of whether the warrants are indexed to the Company’s own stock and therefore the warrants are not required to be liabilities under the guidance. The 2017 CRG Warrants are classified as equity on the Consolidated Balance Sheets as of December 31, 2018 and 2017 and were valued at $30 upon issuance using the Black-Scholes Merton model assuming volatility of 88%, an expected life of 5 years, a risk-free interest rate of 2.14% and 0% dividend yield. On April 4, 2018, in connection with Amendment No. 6 to the Term Loan Agreement, the strike price of all existing CRG warrants was reduced to $0.44 per share (see Note 5). The following table provides activity for warrants issued and outstanding during the two years ended December 31, 2018: Number of Weighted average warrants exercise outstanding price Outstanding, December 31, 2016 1,323,500 $ 10.73 Issued 14,196,875 0.45 Exercised - - Expired - - Outstanding, December 31, 2017 15,520,375 $ 1.33 Issued - - Exercised - - Expired (6,818,181 ) 0.44 Outstanding, December 31, 2018 8,702,194 $ 2.02 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 7. INCOME TAXES Geographic sources of loss from continuing operations before income tax are as follows: December 31, 2018 2017 Domestic $ 2,144 $ 15,183 Foreign 107 918 Loss before income taxes $ 2,251 $ 16,101 Significant components of the Company’s deferred tax assets and liabilities are as follows: December 31, 2018 2017 Deferred tax assets Intangible assets $ 33 $ 71 Stock options 3,067 3,035 Accruals and others 1,355 612 Net operating loss carryforwards 25,917 28,351 30,372 32,069 Valuation allowance (30,372 ) (32,069 ) Deferred tax asset $ - $ - Deferred tax liability Fixed Assets $ - $ - Deferred tax liability $ - $ - Deferred taxes, net $ - $ - The effective tax rate of the Company’s provision (benefit) for income taxes differs from the federal statutory rate as follows: December 31, 2018 2017 Loss for the year before income taxes $ (2,251 ) $ (16,101 ) Expected recovery of income taxes $ (473 ) $ (5,474 ) State income tax, net of federal benefit (175 ) (422 ) Stock based compensation - 5 Re-measurement of deferred liability - 15,943 Adjustments to deferred tax assets 2,336 954 Non-deductible expense and other 9 63 Change in valuation allowance (1,697 ) (11,069 ) Total recovery of income taxes $ - $ - Income taxes are recorded in accordance with authoritative guidance for accounting for income taxes, which requires the recognition of deferred tax assets and liabilities to reflect the future tax consequences of the events that have been recognized in the Company’s consolidated financial statements or tax returns. Measurement of the deferred items is based on enacted tax laws. In the event of differences between the financial reporting bases and tax bases of the Company’s assets, an assessment regarding the Company’s ability to realize the future benefits of the deferred tax assets is required. The Company records a valuation allowance to reduce the deferred tax assets to the amount that is more likely than not to be realized. Management has considered future taxable income and ongoing tax planning strategies in assessing the need for the valuation allowance. In the event the Company were to determine that it would be able to realize the deferred tax assets in the future in excess of their net recorded amounts, an adjustment to the deferred tax assets would increase the income in the period such determination was made. Likewise, should the Company determine that it would not be able to realize all or part of the net deferred tax assets in the future, an adjustment to the deferred tax assets would be charged to income in the period such determination was made. In July 2006, the FASB issued additional guidance which requires the impact of an uncertain income tax position on the income tax return must be recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. Additionally, the provisions under this guidance also provides guidance on derecognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition. The Company adopted the provisions under this guidance on January 1, 2007. The adoption of these provisions had no impact on the Company’s consolidated financial position or results of operations. At December 31, 2018 and 2017, the Company has no unrecognized income tax benefits and no material uncertain tax positions. During the year ended December 31, 2012, a change of ownership for tax purposes causing Section 382 restrictions on the utilization of net operating losses occurred. The ownership change in 2012, while limiting the annual utilization of net operating losses, will not cause the carryforwards generated subsequent to the Company’s last ownership change in October 2008 to expire unused. In general, an ownership change, as defined by Section 382, results from transactions increasing ownership of certain stockholders or public groups in the stock of the corporation by more than 50 percentage points over a three-year period. Utilization of net operating loss carryforwards are subject to annual limitations under Section 382 of the Internal Revenue Code of 1986, and similar state provisions whenever an ownership change has occurred. The ownership changes described above will limit the annual amount of net operating loss carryforwards that can be utilized to offset future taxable income. At December 31, 2018, the Company had federal net operating loss carryforwards of approximately $112,256 and state net operating loss carryforwards of approximately $91,567. The federal net operating loss carryforwards and the state net operating loss carryforwards begin to expire in 2028. The federal and state net operating loss carryovers reflected above do not include any net operating loss carryover which would expire unutilized solely as a result of Section 382 limitations arising in connection with the 2008 ownership change. The Company’s policy is to recognize interest and penalties related to income tax matters in other expense. Because the Company has generated net operating losses since inception for both state and federal purposes, no additional tax liability, penalties or interest have been recognized for balance sheet or income statement purposes as of and for the two years ended December 31, 2018. The Company does not expect a significant change in the amount of its unrecognized tax benefits within the next 12 months. Therefore, it is not expected that the change in the Company’s unrecognized tax benefits will have a significant impact on the Company’s results of operations or financial position. All of the federal income tax returns for the Company and its subsidiaries remain open since their respective dates of incorporation due to the existence of net operating losses. The Company and its subsidiaries have not been, nor are they currently, under examination by the Internal Revenue Service or the Canada Revenue Agency. State and provincial income tax returns are generally subject to examination for a period of between three and five years after their filing. However, due to the existence of net operating losses, all state income tax returns of the Company and its subsidiaries since their respective dates of incorporation are subject to re-assessment. The state impact of any federal changes remains subject to examination by various states for a period of up to one year after formal notification to the states. The Company and its subsidiaries have not been, nor are they currently, under examination by any state tax authority. United States Tax Reform On December 22, 2017, the U.S. enacted the Tax Cuts and Jobs Act (“the Tax Act”) which significantly changed U.S. tax law. The Tax Act lowered the Company’s statutory federal income tax rate from 34% to 21% effective for the tax year beginning January 1, 2018. At December 31, 2017, the Company remeasured its deferred tax balances to reflect the new tax rate. The remeasurement reduced the company’s net deferred tax assets before valuation by $15.9 million with an offsetting decrease recorded in the valuation allowance. |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Share | 8 NET INCOME (LOSS) PER SHARE Basic earnings per share (“EPS”) excludes dilutive securities and is computed by dividing net loss available to common stockholders by the weighted average number of shares of common stock outstanding for the year. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted and the resulting additional shares are dilutive because their inclusion decreases the amount of EPS. The following are potentially dilutive securities which have not been used in the calculation of diluted loss per share as they are anti-dilutive: Year Ended December 31, (in thousands of shares) 2018 2017 Stock options 899 629 Warrants 8,702 15,520 ESPP shares - - Convertible preferred shares 1 2 Total 9,602 16,151 The following table is a reconciliation of the weighted average shares outstanding used for basic and diluted loss per share: Year Ended December 31, 2018 2017 (in thousands of shares) Weighted average shares outstanding - basic 10,616 5,790 Dilutive potential common shares - - Weighted average shares outstanding - fully diluted 10,616 5,790 |
Employee Retirement Plan
Employee Retirement Plan | 12 Months Ended |
Dec. 31, 2018 | |
Retirement Benefits [Abstract] | |
Employee Retirement Plan | 9. EMPLOYEE RETIREMENT PLAN The Company has a defined contribution, 401(k) retirement plan under which all full-time employees may contribute up to 90% of their annual salary, within IRS limits. The Company has not made any contributions to the retirement plan in the years ended December 31, 2018 and 2017. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 10. COMMITMENTS AND CONTINGENCIES Commitments The Company has commitments relating to operating leases recognized on a straight-line basis over the term of the lease for rental of office space and equipment from unrelated parties, expiring at various times through December 31, 2023. Rent expensed under these leases was $443 and $489 for the years ended December 31, 2018 and 2017 respectively. Future minimum lease payments under these leases as of December 31, 2018 are as follows: Minimum Lease Payments 2019 $ 326 2020 202 2021 184 2022 164 2023 169 $ 1,045 On August 9, 2018, the Company entered into a manufacturing, supply and development agreement (the “MiniFAB Agreement”) with MiniFAB (Aust) Pty Ltd (“MiniFAB”). Pursuant to the terms of the MiniFAB Agreement, MiniFAB will manufacture and supply test cards for the Company’s next generation platform, the TearLab Discovery™ System. The MiniFAB Agreement is exclusive through the first term of 10 years and automatically renews for an additional term of 5 years unless either party cancels. TearLab will pay for 65% of the capital expenditures under the MiniFAB Agreement (“capex”) as incurred and MiniFAB will pay for the remaining 35% of capex, which will be recoverable from TearLab through an amortized cost component in the price for the product charged to TearLab once the monthly card volumes reach 200,000 per month. The capex amounts are limited to an aggregate of $1.0 million AUD for the initial development and production phase (“Phase 1”) and anticipated to be in the vicinity of $3.0 million AUD for further investment of production capacity (“Phase 2”). In addition, TearLab will be responsible for the payment or reimbursement of all non-recurrent expenditure and tooling, limited to $1.2 million AUD for Phase 1 and estimated at $2.0 million AUD for Phase 2. In December 2018, the Company made an initial capex investment of $317 for a machine that was placed into fixed assets and is being amortized over a 15-year period as well as a corresponding $111 of long-term third-party payable for capex to be amortized through the card cost component for the twelve months ended December 31, 2018. On May 1, 2018 with an effective date of July 1, 2017 the Company entered into a Restated License Agreement (the “Restated UCSD Agreement”) to its exclusive license agreement for the commercial development of the invention disclosed in UCSD Disclosure Docket No. SD2002-180 and titled “Volume Independent Tear Film Osmometer” (UCSD License Agreement #2003-03-0433), dated as of March 12, 2003, as amended by Amendment 1, dated as of June 9, 2003, Amendment 2, dated as of September 5, 2005, Amendment 3, dated as of July 7, 2006, Amendment 4, dated as of October 9, 2006, and Amendment 5, dated as of July 9, 2007, by and among the Company and The Regents of the University of California (collectively the “Existing License”) to amend certain terms related to royalties under the Restated UCSD Agreement and treatment upon a change of control transaction. The Company is required to make royalty payments of anywhere from 3% to 4.25% based on quarterly net sales. Additionally, the Company is required to pay a royalty of 20% of any sublicense fees it receives. Should a change of control transaction occur during the term of the Restated UCSD Agreement the royalty rates would range anywhere from 3.5% to 4.75% based on quarterly net sales and the Company would have to make a milestone payment of $0.5 million. In addition, if the Company has not commenced commercial sales of the TearLab Discovery TM TM Effective October 1, 2006, the Company entered into a second patent license and royalty agreement with the University of California San Diego to obtain a second exclusive license to make, use, sell, offer for sale, and import existing TearLab technology. The Company is required to make royalty payments of $35 or 5.5% of gross sales per year, whichever is higher. Additionally, the Company is required to pay a royalty of 30% of any sublicense fees it receives prior to receiving FDA approval and 25% of any sub-license fees it receives after FDA approval. Future minimum royalty payments under this agreement as of December 31, 2018 are as follows: 2019 $ 35 2020 35 2021 35 2022 35 2023 35 Thereafter 210 Total $ 385 The Company incurred fees of $414 and $1,466 under the UCSD agreements during the years ended December 31, 2018 and 2017, respectively. The Company had $247 and $757 in accrued royalties and accounts payable at December 31, 2018 and 2017, respectively. On March 7, 2016, the Company, through its subsidiary, TearLab Research, Inc., entered into a supply and development agreement (“Supply Agreement”) with MiniFAB. The agreement is an exclusive supply agreement through June 2021, for the purchase and delivery of individual osmolarity test cards with the freight costs borne by MiniFab. The Company has the benefit of a lower purchase price that will remain in place until the earlier of, the Company reaches an annual volume of 4.5 million test cards or March 31, 2018. Certain savings from freight costs will remain in place throughout the agreement. The Supply Agreement requires, in any given 6 calendar months, the Company must place aggregate purchase orders equal to at least 50% of the orders forecasted for that 6-month period at its onset. The Supply Agreement can be extended by either party for a term of five years with the option for the Company to buyout the exclusive supply provision during any extended term. This Supply Agreement replaces the August 2011 agreement between MiniFAB and the Company. On August 9, 2018 the Company entered into an addendum to the Supply Agreement with MiniFab. The amendment fixes the price of the osmolarity test cards at their current price until the earlier of: the average monthly order volume of osmolarity cards on a rolling six month average falls below 20,000 cards; or the aggregate product volume in the calendar year commencing 12 months after the launch of the Discovery TM TM In the normal course of business, the Company enters into purchase obligations for future goods and services needed for the operations of the business. Such commitments are generally not in excess of expected requirements and are not reasonably likely to result in performance penalties or payments that would have a material adverse effect on the Company’s liquidity. However, in September 2017, we agreed to a $0.7 million settlement with one of our suppliers for raw materials purchased by the supplier in excess of needed demand related to the cancellation of purchase orders. The $0.7 million settlement was charged to cost of goods sold for the twelve months ended December 31, 2017. Contingencies We are not currently a party to any litigation, nor are we aware of any pending or threatened litigation against us, that we believe would materially affect our business, operating results, financial condition or cash flows. Our industry is characterized by frequent claims and litigation including securities litigation, claims regarding patent and other intellectual property rights and claims for product liability. As a result, in the future, we may be involved in various legal proceedings from time to time. We initiated a patent infringement lawsuit against i-Med Pharma, Inc. in February of 2016 alleging infringement of our Canadian patent. In February 2018, the Federal Court of Canada issued a ruling in favor of i-Med Pharma, Inc. which invalidated specific claims in our Canadian patent which were alleged to be infringed. We are appealing this ruling to the Canadian Federal Appellate Court. As part of the ruling, the Federal Court ruling awarded costs to i-Med Pharma, Inc., for $0.5 million. The final $0.2 million was paid in April 2018. We do not believe the outcome of this litigation will materially affect our business, operating results, financial condition or cash flows. |
Restructuring Costs
Restructuring Costs | 12 Months Ended |
Dec. 31, 2018 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Costs | 11. RESTRUCTURING COSTS On December 15, 2017 the Company approved a new business model to maintain its current customer and annuity revenue base, focus resources on the development and generation of clinical data for our next generation TearLab Discovery TM Employee Costs Other Costs Total Accrued obligations as of December 31, 2017 $ 97 $ 103 $ 200 Settlement of obligations (97 ) (103 ) (200 ) Accrued obligations as of December 31, 2018 - - - |
Related Party
Related Party | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Party | 12. RELATED PARTY The Company has an agreement with the Chief Scientific Officer whereas if the Company enters into an agreement with UCSD to reduce the overall royalty rate the Company shall pay to the Chief Scientific Officer a royalty on net sales equal to one and a half percent of the percent change in the UCSD royalty rate. The restated UCSD patent license and royalty agreement (see Note 10) resulted in a royalty due at a rate of 0.68%. As of December 31, 2018, the Company recorded a related party royalty expense of $259, covering the period of July 1, 2017 to December 31, 2018. The Company had $40 in accrued royalties at December 31, 2018 for the related party royalty. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. The principal areas of judgment relate to revenue and inventory reserves, allowance for doubtful accounts, impairment of long-lived and intangible assets, valuation allowance on deferred tax assets and the fair value of stock options and warrants. |
Concentrations and Risk | Concentrations and Risk Financial instruments, which potentially subject the Company to concentrations of credit risk, consist primarily of cash and accounts receivable. The Company limits its exposure to credit loss by placing its cash with high credit quality financial institutions. During 2018 and 2017, the Company derived its revenue from the sale of the TearLab ® Currently, there are two suppliers for the reader and pen components of the TearLab® Osmolarity System and one supplier for the test cards. The Company expects to maintain the relationships with these suppliers. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company’s financial instruments consist principally of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses and term debt. The carrying amounts of financial instruments such as cash equivalents, accounts receivable, accounts payable and accrued expenses approximate the related fair values due to the short-term maturities of these instruments. The term debt is presented net of any unamortized premiums or discounts, which approximates fair value. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments that are readily convertible into cash and have an original maturity of three months or less at the time of purchase to be cash equivalents. |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts The Company’s accounts receivable consists primarily of trade receivables from customers and are generally unsecured and due within 30 days. The carrying value of accounts receivable approximates their fair value due to their short-term nature. The Company evaluates the collectability of its accounts receivable based on a combination of factors and calculates an allowance for doubtful accounts based on the estimated proportion of aged receivables deemed uncollectable. Expected credit losses related to trade receivables are recorded as an allowance for doubtful accounts. The allowance for doubtful accounts is charged to sales and marketing expense and accounts receivable are written off as uncollectible and deducted from the allowance after appropriate collection efforts have been exhausted. The activities in the allowance for doubtful accounts are as follows: Years ended December 31, 2018 2017 Balance at the beginning of the year $ 508 $ 649 Charges to bad debt expense (241 ) 21 Write-off and recoveries (129 ) (162 ) Balance at the end of the year $ 138 $ 508 |
Inventory | Inventory Inventory is recorded at the lower of cost or net realizable value on a first-in, first-out basis and consists of purchased finished goods. Inventory is periodically reviewed for evidence of slow-moving or obsolete items, and the estimated reserve is based on management’s reviews of inventories on hand, compared to estimated future usage and sales, reviewing product shelf-life, and assumptions about the likelihood of obsolescence. Once written down, the adjustments are considered permanent and are not reversed until the related inventory is sold. |
Fixed Assets | Fixed Assets Property and equipment are carried at cost less accumulated depreciation and amortization. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, ranging from three to fifteen years. Maintenance and repairs are expensed as incurred. The Company reviews property and equipment for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. An impairment loss would be recognized when estimated future undiscounted cash flows relating to the asset are less than its carrying amount. An impairment loss is measured as the amount by which the carrying amount of an asset exceeds its fair value. |
Impairment of Long-Lived Assets | Impairment of long-lived Assets The Company periodically assesses the carrying value of intangible and other long-lived assets, and whenever events or changes in circumstances indicate that the carrying amount of an asset might not be recoverable. The assets are considered to be impaired if the Company determines that the carrying value may not be recoverable based upon its assessment, which includes consideration of the following events or changes in circumstances: ● the asset’s ability to continue to generate income from operations and positive cash flow in future periods; ● loss of legal ownership or title to the asset; ● significant changes in the Company’s strategic business objectives and utilization of the asset(s); and ● the impact of significant negative industry or economic trends. If the assets are considered to be impaired, the impairment recognized is the amount by which the carrying value of the assets exceeds the fair value of the assets. Fair value is determined by the application of discounted cash flow models to project cash flows from the asset. In addition, the Company bases the useful lives and related amortization or depreciation expense on an estimate of the period that the assets will generate revenue or otherwise be used. The Company also periodically reviews the lives assigned to long-lived assets to ensure that the initial estimates do not exceed any revised estimated periods from which the Company expects to realize cash flows from its assets. |
Patents and Trademarks | Patents and Trademarks Patents and trademarks are recorded at historical cost and are amortized using the straight-line method over their estimated useful lives, not to exceed 15 years. |
Intangible Assets | Intangible Assets Intangible assets are recorded at historical cost and are amortized using the straight-line method over their estimated useful life. |
Product Warranties | Product Warranties The Company generally provides a one-year warranty on its TearLab® Osmolarity System and related disposables. The Company accrues the estimated cost of this warranty at the time revenue is recognized and charges warranty expense to cost of goods sold. Warranty reserves are established based on historical experience with failure rates and the number of systems covered by warranty. Warranty reserves are depleted as systems and disposables are replaced. The Company reviews warranty reserves quarterly and, if necessary, makes adjustments. The activities in the warranty reserve are as follows: Years ended December 31, 2018 2017 Balance at the beginning of the year $ 131 $ 124 Charges to cost of goods sold 17 137 Costs applied to liability (74 ) (130 ) Balance at the end of the year $ 74 $ 131 |
Income Taxes | Income Taxes A deferred tax asset or liability is determined based on the difference between the financial statement and tax basis of assets and liabilities as measured by the enacted tax rates which will be in effect when these differences reverse. The Company provides a valuation allowance against net deferred tax assets unless, based upon the available evidence, it is more likely than not that the deferred tax assets will be realized. |
Revenue Recognition | Revenue Recognition On January 1, 2018 the Company adopted Topic 606 – Revenue from Contracts with Customers Revenue Recognition There was no net reduction to opening retained earnings as a result of adopting Topic 606 and no impact to revenues for the year ended December 31, 2018. Revenue is recognized when obligations under the terms of a contract with our customer are satisfied; generally, this occurs with the transfer of control of our products or services. Revenue is measured as the amount of consideration we expect to receive in exchange for transferring goods or providing services which includes estimates of variable consideration that results from returns, rebates or test card replacements. The Company records allowances for returns or rebates and reports revenue net of such amounts, which were immaterial for the twelve months ended December 31, 2018. Sales and other taxes we collect concurrent with revenue-producing activities are excluded from revenue. The Company’s payment terms are typically upon shipment or net 30. The Company sells its proprietary TearLab® Osmolality System and related test cards to external customers, who are primarily eye care professionals, for use in osmolality testing procedures. Revenue is primarily derived from the sale of disposable test cards. Products are generally shipped from a distribution and warehousing facility located in San Diego, California. The Company’s sales are currently direct to customers in the United States and to distributors in the rest of the world. The Company enters into contracts where revenue is derived either from agreements whereby the customer is provided the right to use the TearLab® Osmolarity System “reader equipment” at no separate cost to the customer in consideration for a minimum or implied purchase commitment of disposable test cards over the related contract term (referred to as either “Use Agreements,” “Masters Agreements” or “Flex Agreements”), or from agreements to sell the reader equipment and disposable test cards at their stand-alone selling price with no contractual future purchase commitment (referred to as “Purchase Agreements”). |
Use, Masters, and Flex Agreements | Use, Masters, and Flex Agreements Purchase commitments for Use Agreements and Flex Agreements are expressed in the agreement for a specified period of time (generally one to three years). The purchase commitment for Masters Agreements is implied for large physician practices with an expectation of purchasing certain levels of test cards. The Company recovers the cost of providing the reader equipment in the amount charged for disposable test cards. Two performance obligations exist under these contracts, related to the customers’ right to use the reader equipment and orders of test cards. As the customer has the ability and right to operate the reader equipment in a manner it determines as well as obtain the output from using the reader equipment, the revenue related to the reader equipment use performance obligation is recognized in accordance with ASC 840 – Leases, wherein revenue related to the reader equipment is recognized over the defined contract term. Revenue related to disposable test cards is recognized as the disposable test cards are shipped. Based on the nature of these contracts, which provide terms for the future purchase of test cards but do not contractually obligate the customer to do so, each purchase of test cards is treated as its own distinct contract with a performance obligation to provide the test cards ordered, memorialized by the customers’ purchase order/request. Revenue under such agreements is allocated between the lease of the reader equipment and the sale of the disposables based upon each component’s relative standalone selling price, which is estimated using the selling prices of the reader device and test cards under Purchase Agreements, discussed further below. When reader equipment is placed with a customer at no separate cost, the Company retains title to the equipment and it remains capitalized on the Company’s Consolidated Balance Sheet as equipment classified within fixed assets, net. The equipment is depreciated on a straight-line basis once shipped to a customer location over its estimated useful life and depreciation expense is included in cost of goods sold within the Consolidated Statements of Operations and Comprehensive Loss. |
Purchase Agreements | Purchase Agreements Revenue recognition for Purchase Agreements is based on the individual performance obligations determined to exist in the contract. Since the reader equipment and the test cards are separate and distinct delivered items, the delivery of each are considered separate performance obligations. The reader equipment and test cards are separately identified under the Purchase Agreements and are sold at their standalone selling price. The Company recognizes revenue for each of the performance obligations only when it determines that all applicable recognition criteria have been met, which is usually upon shipment to the customer. Under Purchase Agreements, the customer is not contractually obligated to purchase additional test cards, and each subsequent order of test cards represents a separate and distinct contract with the performance obligation to provide the test cards ordered. Amounts billed to customers for shipping and handling of a sales transaction are included as revenue. For the years ended December 31, 2018 and 2017, the Company recognized revenue from shipping and handling of $148 and $165, respectively. The following table presents our revenues disaggregated by revenue source. Sales and usage-based taxes are excluded from revenues: Years ended December 31, 2018 2017 Product Sales $ 22,153 $ 24,237 Reader Equipment Rentals 2,846 2,882 $ 24,999 $ 27,119 |
Arrangements with Multiple Performance Obligations | Arrangements with Multiple Performance Obligations Our contracts with customers may include multiple performance obligations. For such arrangements, we allocate revenue to each performance obligation based on its relative standalone selling price. We generally determine standalone selling prices based on the separate prices charged to customers for the reader device and test cards under Purchase Agreements. |
Return Reserve | Return Reserve Although the Company has a no return policy for its products, the Company has established a return reserve for product sales that contain an implicit right of return. The Company reserves for estimated returns or refunds by reducing revenue at the time of shipment based on historical experience. The reserve of $6 and $9 as of December 31, 2018 and 2017, respectively, has been recorded as a reduction of revenue and is included in accounts receivable. The activities in the return reserve are as follows: Years ended December 31, 2018 2017 Balance at the beginning of the year $ 9 $ 13 Provision 64 93 Write-off and recoveries (67 ) (97 ) Balance at the end of the year $ 6 $ 9 |
Practical Expedients and Exemptions | Practical Expedients and Exemptions We generally expense outside sales commissions when incurred because the amortization period would have been one year or less. These costs are recorded within sales and marketing expenses. We do not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed. |
Cost of Goods Sold | Cost of Goods Sold Cost of goods sold includes the costs the Company incurs for the purchase of the TearLab® Osmolarity Systems sold and related freight and shipping costs, royalties, fees related to merchant services, warehousing and logistics inventory management associated with conducting business and depreciation of reader equipment. The Company recorded $706 and $794 in shipping and handling fees for the years ended December 31, 2018 and 2017, respectively. |
Clinical, Regulatory and Research & Development Costs | Clinical, Regulatory and Research & Development Costs Clinical and regulatory costs attributable to the performance of contract services are recognized as an expense as the services are performed. Non-refundable, up-front fees paid in connection with these contracted services are deferred and recognized as an expense over the estimated term of the related contract. |
Stock-Based Compensation | Stock-based Compensation The Company accounts for stock-based compensation expense for its directors and employees in accordance with US GAAP guidance related to stock-based compensation. Under this guidance, stock-based compensation cost is estimated at the grant date based on the fair value of the award and is recognized as an expense ratably over the requisite service period of the award. The Company uses the Black-Scholes Merton option pricing model for determining the fair value for all its awards and will recognize compensation cost on a straight-line basis over the awards’ vesting periods. |
Advertising Costs | Advertising Costs Advertising costs are expensed as incurred. Total advertising costs for each of the years ended December 31, 2018 and 2017 were $43 and $343, respectively. |
Foreign Currency Transactions | Foreign Currency Transactions The Company’s functional and reporting currency is the U.S. dollar. The assets and liabilities of the Company’s Canadian operations are maintained in U.S. dollars. Monetary assets and liabilities denominated in foreign currencies are translated into U.S. dollars at exchange rates in effect at the consolidated balance sheet dates, and non-monetary assets and liabilities are translated at exchange rates in effect on the date of the transaction. Revenue and expenses are translated into U.S. dollars at average exchange rates prevailing during the year. Resulting exchange gains of $7 and $43 are included in other income (expense) for the years ended December 31, 2018 and 2017, respectively. |
Geographic Information | Geographic Information The following table provides geographic information related to the Company’s revenue based on the geographic location to which it delivers the product: For the year ended December 31, 2018 2017 United States $ 23,634 $ 25,523 Rest of the world 1,365 1,596 Total $ 24,999 $ 27,119 |
Comprehensive Income (Loss) | Comprehensive Income (Loss) Comprehensive income (loss) is defined as the change in equity during a period from transactions and other events and circumstances from non-owner sources. Comprehensive income (loss) generally includes unrealized gains or losses on the Company’s marketable securities and foreign currency translation adjustments. In all the periods presented, the Company’s comprehensive loss equaled the net loss for the period. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In June 2018, the FASB issued Accounting Standards Update (“ASU”) No. 2018-07, “Compensation – Stock Compensation (Topic 718).” ASU 2018-07 simplifies the accounting for nonemployee share-based payment transactions. This ASU is effective for public entities for interim and annual reporting periods beginning after December 15, 2018. The Company is currently evaluating the potential impact of this guidance and does not believe that it will have a material impact on the Company’s consolidated financial statements. On January 1, 2018, we adopted Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers, In December 2017, the United States (“U.S.”) enacted the Tax Cuts and Jobs Act (the “2017 Act”), which changes existing U.S. tax law and includes various provisions that are expected to affect public companies. The 2017 Act (i) changes U.S. corporate tax rates, (ii) generally reduces a company’s ability to utilize accumulated net operating losses, and (iii) requires the calculation of a one-time transition tax on certain previously unrepatriated foreign earnings and profits (“E&P”). The 2017 Act will also impact estimates of a company’s deferred tax assets and liabilities. On December 22, 2017, the Securities and Exchange Commission issued Staff Accounting Bulletin No. 118 (“SAB 118”) to address the application of U.S. GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed in reasonable detail to complete the accounting for certain income tax effects of the Tax Cuts and Jobs Act (“U.S. Tax Cuts and Jobs Act of 2017”). This new law did not have a significant impact on our consolidated financial statements for the year ended December 31, 2018 because we maintain a valuation allowance on the entirety of our deferred tax assets. However, the reduction of the U.S. federal corporate tax rate from 34% to 21% resulted in a remeasurement of our deferred tax assets. In July 2017, the FASB issued Accounting Standards Update No. 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815) I. Accounting for Certain Financial Instruments with Down Round Features II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception (“ASU 2017-11”). Part I of this update addresses the complexity of accounting for certain financial instruments with down round features. Down round features are features of certain equity-linked instruments (or embedded features) that result in the strike price being reduced on the basis of the pricing of future equity offerings. Current accounting guidance creates cost and complexity for entities that issue financial instruments (such as warrants and convertible instruments) with down round features that require fair value measurement of the entire instrument or conversion option. Part II of this update addresses the difficulty of navigating Topic 480, Distinguishing Liabilities from Equity In August 2016, the Financial Accountings Standards Board (the “FASB”) issued Accounting Standards Update No. 2016-15, Statement of Cash Flows (“ASU 2016-35”), to reduce diversity in practice of how certain transactions are classified in the statement of cash flows. ASU 2016-15 is effective for fiscal and interim periods beginning after December 15, 2017. The guidance did not have a material impact on the Company’s consolidated financial statements. In February 2016, the FASB issued ASU No. 2016-02, Leases (“ASU 2016-02”). ASU 2016-02 establishes a right-of-use model that requires a lessee to record an asset and liability on the balance sheet for all leases with terms longer than twelve months. In July 2018, the FASB issued ASU 2018-10, Codification improvements to Topic 842 (leases), which provides narrow amendments to clarify how to apply certain aspects of the new lease standard. In July 2018, the FASB also issued ASU 2018-11, Leases (Topic 842): Targeted improvements, which provides an optional transition method that allows entities to elect to apply the standard prospectively at its effective date, versus recasting the prior periods presented. In December 2018 FASB issued ASU 2018-20, Leases (Topic) 842: Narrow-scope Improvements for Lessors which provides for certain policy elections and changes lessor accounting for sales and similar taxes and certain lessor costs. In March 2019 the FASB issued ASU 2019-01, Leases Codification Improvements Codification improvements to Topic 842 (leases), which provides narrow amendments to clarify how to apply certain aspects of the new lease standard. The Company has evaluated the impact of the new standard on its consolidated financial statements and the guidance does not have a material impact on the Company. The Company adopted the guidance effective January 1, 2019 and has elected to apply the standard prospectively at its effective date of January 1, 2019. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Schedule of Accounts Receivable and Allowance for Doubtful Accounts | The activities in the allowance for doubtful accounts are as follows: Years ended December 31, 2018 2017 Balance at the beginning of the year $ 508 $ 649 Charges to bad debt expense (241 ) 21 Write-off and recoveries (129 ) (162 ) Balance at the end of the year $ 138 $ 508 |
Schedule of Warranty Reserve Activities | The activities in the warranty reserve are as follows: Years ended December 31, 2018 2017 Balance at the beginning of the year $ 131 $ 124 Charges to cost of goods sold 17 137 Costs applied to liability (74 ) (130 ) Balance at the end of the year $ 74 $ 131 |
Schedule of Disaggregated Revenues | The following table presents our revenues disaggregated by revenue source. Sales and usage-based taxes are excluded from revenues: Years ended December 31, 2018 2017 Product Sales $ 22,153 $ 24,237 Reader Equipment Rentals 2,846 2,882 $ 24,999 $ 27,119 |
Schedule of Revenue Recognition Return Reserves | The activities in the return reserve are as follows: Years ended December 31, 2018 2017 Balance at the beginning of the year $ 9 $ 13 Provision 64 93 Write-off and recoveries (67 ) (97 ) Balance at the end of the year $ 6 $ 9 |
Schedule of Geographic Information Related to Revenue | The following table provides geographic information related to the Company’s revenue based on the geographic location to which it delivers the product: For the year ended December 31, 2018 2017 United States $ 23,634 $ 25,523 Rest of the world 1,365 1,596 Total $ 24,999 $ 27,119 |
Balance Sheet Details (Tables)
Balance Sheet Details (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Accounts Receivable | Accounts Receivable December 31, 2018 2017 Trade receivables $ 1,324 $ 2,044 Allowance for doubtful accounts (138 ) (508 ) $ 1,186 $ 1,536 |
Schedule of Inventory | Inventory December 31, 2018 2017 Finished goods $ 1,987 $ 2,125 Inventory reserves - (127 ) $ 1,987 $ 1,998 |
Summary of Prepaid Expenses and Other Current Assets | Prepaid Expenses and Other Current Assets December 31, 2018 2017 Prepaid trade shows $ 18 $ 14 Prepaid insurance 322 313 Manufacturing deposits 111 - Subscriptions 140 311 Other fees and services 98 52 Other current assets 1 - $ 690 $ 690 |
Schedule of Fixed Assets | Fixed Assets, net December 31, 2018 2017 Capitalized TearLab equipment $ 6,922 $ 8,437 Manufacturing equipment 317 - Leasehold improvements 13 60 Computer equipment and software 846 915 Furniture and office equipment 368 436 Medical equipment 1,366 1,180 $ 9,832 $ 11,028 Less accumulated depreciation (7,808 ) (8,289 ) $ 2,024 $ 2,739 |
Schedule of Accrued Liabilities | Accrued Liabilities December 31, 2018 2017 Due to professionals $ 17 $ 193 Due to employees and directors 1,289 944 Sales and use tax liabilities 257 253 Royalty liability 290 447 Warranty 74 131 Restructuring - 200 Other 436 691 $ 2,363 $ 2,859 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Amortization of Intangible Assets | Intangible assets subject to amortization consist of the following: Remaining Useful Life (Years) Gross Value at December 31, 2018 Accumulated Amortization Net Book Value at December 31, 2018 TearLab® technology 0 $ 12,172 $ (12,172 ) $ - Patents and trademarks 1 271 (269 ) 2 Prescriber list 0 90 (90 ) - Total $ 12,533 $ (12,531 ) $ 2 Remaining Useful Life (Years) Gross Value at December 31, 2017 Accumulated Amortization Net Book Value at December 31, 2017 TearLab® technology 0 $ 12,172 $ (12,172 ) $ - Patents and trademarks 1 271 (261 ) 10 Prescriber list 0 90 (90 ) - Total $ 12,533 $ (12,523 ) $ 10 |
Schedule of Estimated Amortization Expense of Intangible Assets | Estimated future amortization expense related to intangible assets with finite lives at December 31, 2018 is as follows: Amortization of intangible assets 2019 $ 1 Thereafter 1 $ 2 |
Term Loan (Tables)
Term Loan (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Term Loan | The following is a summary of the Term Loan Agreement as of December 31, 2018 and related maturities of outstanding principle: Principle balance outstanding $ 24,000 PIK interest 6,918 Facility fee 1,451 less discount on term loan: deferred financing fees, net (184 ) fair value of detachable warrants, net (171 ) Total term loan $ 32,014 |
Schedule of Maturities of Outstanding Principal of Term Loan | Principal due for each of the next 5 years and in the aggregate thereafter: 2019 - 2020 32,369 Total principal, PIK interest and facility fee due 32,369 Less: discount on term loan (355 ) Total term loan $ 32,014 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Schedule of Common and Preferred Shares | The net proceeds were allocated to common stock, Preferred Stock and Series A and Series B Warrants based on their relative fair values as follows: Common stock $ 327 Preferred stock 781 Series A warrants 804 Series B warrants 492 Net proceeds $ 2,404 |
Schedule of Stock-Based Compensation Expense | The following table sets forth the total stock-based compensation expense resulting from stock options included in the Company’s Consolidated Statements of Operations and Comprehensive Loss (in thousands): Years ended December 31, 2018 2017 General and administrative $ 71 $ 308 Clinical, regulatory and research and development 25 98 Sales and marketing 55 330 Stock-based compensation expense before income taxes $ 151 $ 736 |
Schedule of Estimated Fair Value of Options Using Weighted Average Assumptions | The estimated fair value of stock options for the periods presented was determined using the Black-Scholes Merton option pricing model with the following weighted-average assumptions: Years ended December 31, 2018 2017 Volatility 84 % 78 % Weighted average expected life of the options 6 6 Risk-free interest rate 2.85 % 2.09 % Dividend yield 0.00 % 0.00 % |
Schedule of Share-based Compensation, Stock Options, Activity | A summary of the options issued during the years ended December 31, 2018 and 2017 and the total number of options outstanding as of that date are set forth below: Number of Options Outstanding Weighted Average Exercise Price Weighted Average Remaining Contractual Life (years) Aggregate Intrinsic Value (in thousands) Outstanding, December 31, 2016 713,616 $ 33.19 5.92 $ - Granted 16,800 3.36 Exercised - - Forfeited/cancelled/expired (101,400 ) 33.45 Outstanding, December 31, 2017 629,016 $ 32.35 4.29 $ - Granted 509,590 0.16 Exercised - - Forfeited/cancelled/expired (239,487 ) 27.33 Outstanding, December 31, 2018 899,119 $ 15.45 7.26 $ - Vested or expected to vest, December 31, 2018 895,449 $ 15.48 7.26 $ - Exercisable, December 31, 2018 497,373 $ 27.48 5.48 $ - |
Schedule of Stockholders' Equity Note, Warrants or Rights | The following table provides activity for warrants issued and outstanding during the two years ended December 31, 2018: Number of Weighted average warrants exercise outstanding price Outstanding, December 31, 2016 1,323,500 $ 10.73 Issued 14,196,875 0.45 Exercised - - Expired - - Outstanding, December 31, 2017 15,520,375 $ 1.33 Issued - - Exercised - - Expired (6,818,181 ) 0.44 Outstanding, December 31, 2018 8,702,194 $ 2.02 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of Loss from Continuing Operations Before Income Tax | Geographic sources of loss from continuing operations before income tax are as follows: December 31, 2018 2017 Domestic $ 2,144 $ 15,183 Foreign 107 918 Loss before income taxes $ 2,251 $ 16,101 |
Schedule of Deferred Tax Assets and Liabilities | Significant components of the Company’s deferred tax assets and liabilities are as follows: December 31, 2018 2017 Deferred tax assets Intangible assets $ 33 $ 71 Stock options 3,067 3,035 Accruals and others 1,355 612 Net operating loss carryforwards 25,917 28,351 30,372 32,069 Valuation allowance (30,372 ) (32,069 ) Deferred tax asset $ - $ - Deferred tax liability Fixed Assets $ - $ - Deferred tax liability $ - $ - Deferred taxes, net $ - $ - |
Schedule of Effective Income Tax Rate Reconciliation | The effective tax rate of the Company’s provision (benefit) for income taxes differs from the federal statutory rate as follows: December 31, 2018 2017 Loss for the year before income taxes $ (2,251 ) $ (16,101 ) Expected recovery of income taxes $ (473 ) $ (5,474 ) State income tax, net of federal benefit (175 ) (422 ) Stock based compensation - 5 Re-measurement of deferred liability - 15,943 Adjustments to deferred tax assets 2,336 954 Non-deductible expense and other 9 63 Change in valuation allowance (1,697 ) (11,069 ) Total recovery of income taxes $ - $ - |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following are potentially dilutive securities which have not been used in the calculation of diluted loss per share as they are anti-dilutive: Year Ended December 31, (in thousands of shares) 2018 2017 Stock options 899 629 Warrants 8,702 15,520 ESPP shares - - Convertible preferred shares 1 2 Total 9,602 16,151 |
Schedule of Reconciliation of Weighted Average Shares Outstanding for Basic and Diluted Loss Per Share | The following table is a reconciliation of the weighted average shares outstanding used for basic and diluted loss per share: Year Ended December 31, 2018 2017 (in thousands of shares) Weighted average shares outstanding - basic 10,616 5,790 Dilutive potential common shares - - Weighted average shares outstanding - fully diluted 10,616 5,790 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Lease Payments | Future minimum lease payments under these leases as of December 31, 2018 are as follows: Minimum Lease Payments 2019 $ 326 2020 202 2021 184 2022 164 2023 169 $ 1,045 |
Schedule of Future Minimum Royalty Payments | Future minimum royalty payments under this agreement as of December 31, 2018 are as follows: 2019 $ 35 2020 35 2021 35 2022 35 2023 35 Thereafter 210 Total $ 385 |
Restructuring Costs (Tables)
Restructuring Costs (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Expenses Related to Restructuring | The following table summarizes the activity related to the restructuring during the twelve months ended, December 31, 2018: Employee Costs Other Costs Total Accrued obligations as of December 31, 2017 $ 97 $ 103 $ 200 Settlement of obligations (97 ) (103 ) (200 ) Accrued obligations as of December 31, 2018 - - - |
Basis of Presentation (Details
Basis of Presentation (Details Narrative) - USD ($) $ in Thousands | Feb. 23, 2017 | Dec. 31, 2018 | Dec. 31, 2017 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Reserve stock split | 1-for-10 reverse stock split | ||
Net income (loss) | $ (2,251) | $ (16,101) |
Significant Accounting Polici_4
Significant Accounting Policies (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 21, 2017 | Dec. 31, 2016 | |
Concentration risk description | There were no customers representing revenue in excess of 10% in the years ended December 31, 2018 or 2017. | |||
Intangible asset, useful life | 15 years | |||
Revenue recognized | $ 24,999 | $ 27,119 | ||
Reserve of product sales | 6 | 9 | $ 13 | |
Shipping and handling fee | ||||
Advertising costs | 43 | 343 | ||
Foreign currency exchange gains | $ 7 | 43 | ||
Income tax reconciliation description | On December 22, 2017, the Securities and Exchange Commission issued Staff Accounting Bulletin No. 118 ("SAB 118") to address the application of U.S. GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed in reasonable detail to complete the accounting for certain income tax effects of the Tax Cuts and Jobs Act ("U.S. Tax Cuts and Jobs Act of 2017"). This new law did not have a significant impact on our consolidated financial statements for the year ended December 31, 2018 because we maintain a valuation allowance on the entirety of our deferred tax assets. However, the reduction of the U.S. federal corporate tax rate from 34% to 21% resulted in a remeasurement of our deferred tax assets. | |||
Percentage on statutory rate | 21.00% | 34.00% | ||
Shipping and Handling [Member] | ||||
Revenue recognized | $ 148 | 165 | ||
Shipping and handling fee | $ 706 | $ 794 | ||
Minimum [Member] | ||||
Estimated useful lives | 3 years | |||
Maximum [Member] | ||||
Estimated useful lives | 15 years |
Significant Accounting Polici_5
Significant Accounting Policies - Schedule of Accounts Receivable and Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Accounting Policies [Abstract] | ||
Balance at the beginning of the year | $ 508 | $ 649 |
Charges to bad debt expense | (241) | 21 |
Write-off and recoveries | (129) | (162) |
Balance at the end of the year | $ 138 | $ 508 |
Significant Accounting Polici_6
Significant Accounting Policies - Schedule of Warranty Reserve Activities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Accounting Policies [Abstract] | ||
Balance at the beginning of the year | $ 131 | $ 124 |
Charges to cost of goods sold | 17 | 137 |
Costs applied to liability | (74) | (130) |
Balance at the end of the year | $ 74 | $ 131 |
Significant Accounting Polici_7
Significant Accounting Policies - Schedule of Disaggregated Revenues (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Total revenue | $ 24,999 | $ 27,119 |
Product Sales [Member] | ||
Total revenue | 22,153 | 24,237 |
Reader Equipment Rentals [Member] | ||
Total revenue | $ 2,846 | $ 2,882 |
Significant Accounting Polici_8
Significant Accounting Policies - Schedule of Revenue Recognition Return Reserves (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Accounting Policies [Abstract] | ||
Balance at the beginning of the year | $ 9 | $ 13 |
Provision | 64 | 93 |
Write-off and recoveries | (67) | (97) |
Balance at the end of the year | $ 6 | $ 9 |
Significant Accounting Polici_9
Significant Accounting Policies - Schedule of Geographic Information Related to Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Revenues | $ 24,999 | $ 27,119 |
United States [Member] | ||
Revenues | 23,634 | 25,523 |
Rest of the World [Member] | ||
Revenues | $ 1,365 | $ 1,596 |
Balance Sheet Details (Details
Balance Sheet Details (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Obsolete inventory | $ 127 | |
Depreciation expense | $ 1,202 | $ 1,937 |
Impairment charge of fixed asset | $ 402 |
Balance Sheet Details - Schedul
Balance Sheet Details - Schedule of Accounts Receivable (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Trade receivables | $ 1,324 | $ 2,044 |
Allowance for doubtful accounts | (138) | (508) |
Accounts receivable net | $ 1,186 | $ 1,536 |
Balance Sheet Details - Sched_2
Balance Sheet Details - Schedule of Inventory (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Finished goods | $ 1,987 | $ 2,125 |
Inventory reserves | (127) | |
Inventory net | $ 1,987 | $ 1,998 |
Balance Sheet Details - Summary
Balance Sheet Details - Summary of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Prepaid trade shows | $ 18 | $ 14 |
Prepaid insurance | 322 | 313 |
Manufacturing deposits | 111 | |
Subscriptions | 140 | 311 |
Other fees and services | 98 | 52 |
Other current assets | 1 | |
Prepaid expense and other current assets | $ 690 | $ 690 |
Balance Sheet Details - Sched_3
Balance Sheet Details - Schedule of Fixed Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Property plant and equipment, gross | $ 9,832 | $ 11,028 |
Less accumulated depreciation | (7,808) | (8,289) |
Property plant and equipment net | 2,024 | 2,739 |
Capitalized TearLab Equipment [Member] | ||
Property plant and equipment, gross | 6,922 | 8,437 |
Manufacturing Equipment [Member] | ||
Property plant and equipment, gross | 317 | |
Leasehold Improvements [Member] | ||
Property plant and equipment, gross | 13 | 60 |
Computer Equipment and Software [Member] | ||
Property plant and equipment, gross | 846 | 915 |
Furniture and Office Equipment [Member] | ||
Property plant and equipment, gross | 368 | 436 |
Medical Equipment [Member] | ||
Property plant and equipment, gross | $ 1,366 | $ 1,180 |
Balance Sheet Details - Sched_4
Balance Sheet Details - Schedule of Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Due to professionals | $ 17 | $ 193 |
Due to employees and directors | 1,289 | 944 |
Sales and use tax liabilities | 257 | 253 |
Royalty liability | 290 | 447 |
Warranty | 74 | 131 |
Restructuring | 200 | |
Other | 436 | 691 |
Accrued liabilities current | $ 2,363 | $ 2,859 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense | $ 8 | $ 50 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Amortization of Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Gross Value | $ 12,533 | $ 12,533 |
Accumulated Amortization | (12,531) | (12,523) |
Net Book Value | $ 2 | $ 10 |
TearLab Technology [Member] | ||
Remaining Useful Life (Years) | 0 years | 0 years |
Gross Value | $ 12,172 | $ 12,172 |
Accumulated Amortization | (12,172) | (12,172) |
Net Book Value | ||
Patents and Trademarks [Member] | ||
Remaining Useful Life (Years) | 1 year | 1 year |
Gross Value | $ 271 | $ 271 |
Accumulated Amortization | (269) | (261) |
Net Book Value | $ 2 | $ 10 |
Prescriber List [Member] | ||
Remaining Useful Life (Years) | 0 years | 0 years |
Gross Value | $ 90 | $ 90 |
Accumulated Amortization | (90) | (90) |
Net Book Value |
Intangible Assets - Schedule _2
Intangible Assets - Schedule of Estimated Amortization Expense of Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Total | $ 2 | $ 10 |
Indefinite-lived Intangible Assets [Member] | ||
2019 | 1 | |
Thereafter | 2 | |
Total | $ 3 |
Term Loan (Details Narrative)
Term Loan (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Apr. 04, 2018 | Oct. 06, 2015 | Mar. 04, 2015 | Dec. 31, 2018 | Dec. 31, 2017 | Oct. 12, 2017 | Apr. 08, 2016 | Apr. 07, 2016 | Mar. 31, 2016 | Oct. 08, 2015 |
Long-term debt | $ 32,014 | $ 28,290 | ||||||||
Financing and legal fees to long-term debt | 1,451 | |||||||||
CRG Warrants [Member] | ||||||||||
Warrants to purchase common shares | 35,000 | |||||||||
Warrants exercise price | $ 15 | $ 50 | ||||||||
Term Loan Agreement [Member] | CRG LP Additional Warrants [Member] | ||||||||||
Warrants to purchase common shares | 35,000 | 35,000 | ||||||||
Warrants exercise price | $ 1.50 | $ 15 | $ 15 | |||||||
Warrants term | 5 years | |||||||||
Ownership percentage | 1.22% | |||||||||
CRG LP [Member] | Term Loan Agreement [Member] | ||||||||||
Additional facility fee percentage on principal | 3.00% | |||||||||
Facility fee percentage on principal | 9.50% | |||||||||
Minimum liquidity covenant amount | $ 3,000 | |||||||||
Payment of liquidity covenant | $ 1,000 | |||||||||
CRG LP [Member] | CRG Warrants [Member] | Term Loan Agreement [Member] | ||||||||||
Warrants exercise price | $ 0.44 | |||||||||
Term Loan Agreement [Member] | CRG LP [Member] | ||||||||||
Long-term debt | $ 35,000 | |||||||||
Proceeds from issuance of long-term debt | $ 15,000 | |||||||||
Debt instrument date | Dec. 31, 2020 | |||||||||
Debt instrument interest rate percentage | 13.00% | |||||||||
Warrants to purchase common shares | 35,000 | |||||||||
Warrants exercise price | $ 50 | |||||||||
Warrants term | 5 years | |||||||||
Ownership percentage | 1.22% | |||||||||
Term loan minimum annual revenue threshold | 25,000 | |||||||||
Term loan minimum reduced annual revenue threshold | 24,000 | |||||||||
Financing and legal fees to long-term debt | $ 606 | |||||||||
Percentage of prepayment fee | 5.00% | |||||||||
Percentage of reduction in annual prepayment fee | 1.00% | |||||||||
Term Loan Agreement [Member] | CRG LP [Member] | Maximum [Member] | ||||||||||
Warrants exercise price | $ 15 | |||||||||
Term Loan Agreement [Member] | CRG LP [Member] | Minimum [Member] | ||||||||||
Warrants exercise price | $ 1.50 | |||||||||
Term Loan Agreement [Member] | CRG LP [Member] | Interest-Only Payment [Member] | ||||||||||
Debt instrument interest rate percentage | 8.50% | |||||||||
Term Loan Agreement [Member] | CRG LP [Member] | Unpaid Interest With Principal [Member] | ||||||||||
Debt instrument interest rate percentage | 4.50% | |||||||||
Term Loan Agreement [Member] | CRG LP [Member] | Second Tranche [Member] | ||||||||||
Proceeds from issuance of long-term debt | $ 10,000 |
Term Loan - Schedule of Term Lo
Term Loan - Schedule of Term Loan (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Debt Disclosure [Abstract] | ||
Principal balance outstanding | $ 24,000 | |
PIK interest | 6,918 | |
Facility fee | 1,451 | |
Less discount on term loan: deferred financing fees, net | (184) | |
Less discount on term loan: fair value of detachable warrants, net | (171) | |
Total term loan | $ 32,014 | $ 28,290 |
Term Loan - Schedule of Maturit
Term Loan - Schedule of Maturities of Outstanding Principal of Term Loan (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Debt Disclosure [Abstract] | ||
2019 | ||
2020 | 32,369 | |
Total principal, PIK interest and facility fee due | 32,369 | |
Less: discount on term loan | (355) | |
Total term loan | $ 32,014 | $ 28,290 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Dec. 08, 2017 | Oct. 12, 2017 | Jun. 23, 2017 | Feb. 23, 2017 | May 09, 2016 | Apr. 08, 2016 | Oct. 08, 2015 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Apr. 07, 2016 |
Common stock shares authorized | 9,500,000 | 40,000,000 | 40,000,000 | ||||||||
Common stock par value | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||
Preferred stock shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | ||||||||
Preferred stock par value | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||
Reserve stock split | 1-for-10 reverse stock split | ||||||||||
Stock issued during period, shares new issue | 2,013,636 | ||||||||||
Preferred stock, issued | 556 | 2,012 | |||||||||
Proceeds from issuance or sale of equity | $ 2,404 | ||||||||||
Share-based compensation number of shares reserved for issuance | 149,309 | ||||||||||
Weighted-average fair value of stock options granted | $ 0.12 | $ 2.30 | |||||||||
Net cash proceeds from exercise of common stock options | $ 0 | $ 0 | |||||||||
Income tax benefit from share-based compensation | |||||||||||
Intrinsic value of options exercised | 0 | 0 | $ 0 | ||||||||
Fair value of stock option vested | 76 | 758 | |||||||||
Allocated share-based compensation expense | $ 151 | $ 736 | |||||||||
Stock Option [Member] | |||||||||||
Expected weighted-average period | 1 year 8 months 2 days | ||||||||||
Unrecognized compensation | $ 78 | ||||||||||
2002 Stock Incentive Plan [Member] | |||||||||||
Share-based compensation common stock purchase price percentage | 10.00% | ||||||||||
Share-based compensation expiration period | 10 years | ||||||||||
Expected weighted-average period | 5 years | ||||||||||
2002 Stock Incentive Plan [Member] | Employees, Directors and Consultants [Member] | |||||||||||
Share-based compensation number of shares reserved for issuance | 720,000 | ||||||||||
Employee Stock Purchase Plan 2014 [Member] | |||||||||||
Share-based compensation common stock purchase price percentage | 90.00% | ||||||||||
Common stock capital shares reserved for future issuance | 28,601 | ||||||||||
Employee stock purchase plan offering period | 6 months | ||||||||||
Share-based compensation employee stock purchase plan contribution percentage | 20.00% | ||||||||||
Share-based compensation employee stock purchase plan contribution maximum amount | $ 25 | ||||||||||
Share-based compensation employee stock purchase plan contribution maximum number of shares | 500 | ||||||||||
Allocated share-based compensation expense | $ 0 | $ 2 | |||||||||
Stock issued during period number of shares of employee stock purchase plans | 0 | 14,206 | |||||||||
Term Loan Agreement [Member] | Tranche One [Member] | |||||||||||
Proceeds from issuance of long-term debt | $ 10,000 | ||||||||||
Common Stock [Member] | |||||||||||
Stock issued during period, shares new issue | 2,013,636 | ||||||||||
Proceeds from issuance or sale of equity | $ 327 | ||||||||||
Common stock, conversion basis | 3,310,000 | 599,485 | |||||||||
Stock issued during period number of shares of employee stock purchase plans | 14,206 | ||||||||||
Series A Convertible Preferred Stock [Member] | |||||||||||
Preferred stock, issued | 2,114 | ||||||||||
Common stock, conversion basis | 1,558 | ||||||||||
Series A Warrants [Member] | |||||||||||
Preferred stock, issued | 6,818,181 | ||||||||||
Series A Warrants [Member] | Black-Scholes Merton Model [Member] | |||||||||||
Class of warrant or right number of securities called by warrants or rights | 6,818,181 | 1,253,500 | |||||||||
Expected weighted-average period | 5 years | 6 years | |||||||||
Class of warrant or right exercise price of warrants or rights | $ 0.44 | $ 11.25 | |||||||||
Fair value assumptions, volatility percentage | 88.00% | 76.00% | |||||||||
Fair value assumptions, risk-free interest rate | 2.14% | 1.30% | |||||||||
Fair value assumptions, dividend yield | 0.00% | 0.00% | |||||||||
Warrant expiration date, description | Expire 5 years after the issuance date | Expire 5 years after the Initial Exercise Date | |||||||||
Series B Warrants [Member] | |||||||||||
Preferred stock, issued | 6,818,181 | ||||||||||
Proceeds from issuance or sale of equity | $ 3,000 | ||||||||||
Payments of stock issuance costs | $ 596 | ||||||||||
Series B Warrants [Member] | Black-Scholes Merton Model [Member] | |||||||||||
Class of warrant or right number of securities called by warrants or rights | 6,818,181 | ||||||||||
Expected weighted-average period | 6 months | ||||||||||
Class of warrant or right exercise price of warrants or rights | $ 0.44 | ||||||||||
Fair value assumptions, volatility percentage | 158.60% | ||||||||||
Fair value assumptions, risk-free interest rate | 1.45% | ||||||||||
Fair value assumptions, dividend yield | 0.00% | ||||||||||
Warrant expiration date, description | Expire 6 months after the issuance date | ||||||||||
Placement Agent Warrants [Member] | |||||||||||
Class of warrant or right number of securities called by warrants or rights | 477,273 | ||||||||||
Common Stock [Member] | |||||||||||
Common stock, conversion basis | 4,804,545 | ||||||||||
CRG Warrants [Member] | |||||||||||
Class of warrant or right number of securities called by warrants or rights | 35,000 | ||||||||||
Expected weighted-average period | 5 years | ||||||||||
Class of warrant or right exercise price of warrants or rights | $ 15 | $ 50 | |||||||||
Warrants exercisable date | Oct. 8, 2020 | ||||||||||
Fair value of warrants | $ 290 | ||||||||||
Fair value assumptions, volatility percentage | 73.00% | ||||||||||
Fair value assumptions, risk-free interest rate | 1.71% | ||||||||||
Fair value assumptions, dividend yield | 0.00% | ||||||||||
CRG Warrants [Member] | Black-Scholes Merton Model [Member] | |||||||||||
Class of warrant or right number of securities called by warrants or rights | 83,240 | ||||||||||
Expected weighted-average period | 5 years | 5 years | |||||||||
Class of warrant or right exercise price of warrants or rights | $ 1.50 | ||||||||||
Fair value of warrants | $ 30 | $ 30 | |||||||||
Fair value assumptions, volatility percentage | 88.00% | 88.00% | |||||||||
Fair value assumptions, risk-free interest rate | 2.14% | 2.14% | |||||||||
Fair value assumptions, dividend yield | 0.00% | 0.00% | |||||||||
CRG Warrants [Member] | Term Loan Agreement [Member] | |||||||||||
Reduced warrants per share | $ 0.44 | ||||||||||
CRG Warrants [Member] | Term Loan Agreement [Member] | Black-Scholes Merton Model [Member] | |||||||||||
Expected weighted-average period | 3 years 5 months 23 days | 5 years | |||||||||
Fair value of warrants | $ 106 | ||||||||||
Fair value assumptions, volatility percentage | 90.00% | 76.00% | |||||||||
Fair value assumptions, risk-free interest rate | 1.80% | 1.30% | |||||||||
Fair value assumptions, dividend yield | 0.00% | 0.00% | |||||||||
CRG LP Additional Warrants [Member] | Term Loan Agreement [Member] | |||||||||||
Class of warrant or right number of securities called by warrants or rights | 35,000 | 35,000 | |||||||||
Class of warrant or right exercise price of warrants or rights | $ 1.50 | $ 15 | $ 15 | ||||||||
Ownership percentage | 1.22% | ||||||||||
CRG LP Additional Warrants [Member] | Term Loan Agreement [Member] | Black-Scholes Merton Model [Member] | |||||||||||
Expected weighted-average period | 2 years 11 months 26 days | 4 years 6 months | |||||||||
Fair value of warrants | $ 44 | $ 54 | |||||||||
Fair value assumptions, volatility percentage | 94.00% | 76.00% | |||||||||
Fair value assumptions, risk-free interest rate | 1.70% | 1.06% | |||||||||
Fair value assumptions, dividend yield | 0.00% | 0.00% | |||||||||
Warrants [Member] | Black-Scholes Merton Model [Member] | |||||||||||
Class of warrant or right number of securities called by warrants or rights | 477,273 | ||||||||||
Class of warrant or right exercise price of warrants or rights | $ 0.55 | ||||||||||
Warrants [Member] | Black-Scholes Merton Model [Member] | Valuation Technique, Option Pricing Model [Member] | |||||||||||
Expected weighted-average period | 5 years | ||||||||||
Maximum [Member] | 2002 Stock Incentive Plan [Member] | |||||||||||
Share-based compensation common stock purchase price percentage | 110.00% | ||||||||||
Maximum [Member] | 2002 Stock Incentive Plan [Member] | Officer Director Or Consultant [Member] | |||||||||||
Percentage of options exercisable at a rate | 20.00% | ||||||||||
Maximum [Member] | 2002 Stock Incentive Plan [Member] | Non-Statutory Stock Options [Member] | |||||||||||
Share-based compensation common stock purchase price percentage | 85.00% | ||||||||||
Maximum [Member] | 2002 Stock Incentive Plan [Member] | Employees, Directors and Consultants [Member] | |||||||||||
Share-based compensation number of shares reserved for issuance | 1,070,000 | ||||||||||
Minimum [Member] | 2002 Stock Incentive Plan [Member] | |||||||||||
Share-based compensation common stock purchase price percentage | 10.00% |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Common and Preferred Shares (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Proceeds from issuance or sale of equity | $ 2,404 | |
Common Stock [Member] | ||
Proceeds from issuance or sale of equity | 327 | |
Preferred Stock [Member] | ||
Proceeds from issuance or sale of equity | 781 | |
Series A Warrants [Member] | ||
Proceeds from issuance or sale of equity | 804 | |
Series B Warrants [Member] | ||
Proceeds from issuance or sale of equity | $ 492 |
Stockholders' Equity - Schedu_2
Stockholders' Equity - Schedule of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Stock-based compensation expense before income taxes | $ 151 | $ 736 |
General and Administrative [Member] | ||
Stock-based compensation expense before income taxes | 71 | 308 |
Clinical, Regulatory and Research and Development [Member] | ||
Stock-based compensation expense before income taxes | 25 | 98 |
Sales and Marketing [Member] | ||
Stock-based compensation expense before income taxes | $ 55 | $ 330 |
Stockholders' Equity - Schedu_3
Stockholders' Equity - Schedule of Estimated Fair Value of Options Using Weighted Average Assumptions (Details) - 2002 Stock Incentive Plan [Member] | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Volatility | 84.00% | 78.00% |
Weighted average expected life of the options | 6 years | 6 years |
Risk-free interest rate | 2.85% | 2.09% |
Dividend yield | 0.00% | 0.00% |
Stockholders' Equity - Schedu_4
Stockholders' Equity - Schedule of Options Outstanding Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Equity [Abstract] | ||
Number of Options Outstanding, beginning balance | 629,016 | 713,616 |
Number of Options Outstanding, Granted | 509,590 | 16,800 |
Number of Options Outstanding, Exercised | ||
Number of Options Outstanding, Forfeited/cancelled/expired | (239,487) | (101,400) |
Number of Options Outstanding, ending balance | 899,119 | 629,016 |
Number of Options Outstanding, Vested or expected to vest | 895,449 | |
Number of Options Outstanding, Exercisable | 497,373 | |
Weighted Average Exercise Price, beginning balance | $ 32.35 | $ 33.19 |
Weighted Average Exercise Price, Granted | 0.16 | 3.36 |
Weighted Average Exercise Price, Exercised | ||
Weighted Average Exercise Price, Forfeited/cancelled/expired | 27.33 | 33.45 |
Weighted Average Exercise Price, ending balance | 15.45 | $ 32.35 |
Weighted Average Exercise Price, Vested or expected to vest | 15.48 | |
Weighted Average Exercise Price, Exercisable | $ 27.48 | |
Weighted Average Remaining Contractual Life, beginning balance | 4 years 3 months 15 days | 5 years 11 months 1 day |
Weighted Average Remaining Contractual Life, ending balance | 7 years 3 months 4 days | 4 years 3 months 15 days |
Weighted Average Remaining Contractual Life, Vested or expected to vest | 7 years 3 months 4 days | |
Weighted Average Remaining Contractual Life, Exercisable | 5 years 5 months 23 days | |
Aggregate Intrinsic Value of Options, beginning balance | $ 0 | $ 0 |
Aggregate Intrinsic Value of Options, ending balance | 0 | $ 0 |
Aggregate Intrinsic Value of Options, Vested or expected to vest | ||
Aggregate Intrinsic Value of Options, Exercisable |
Stockholders' Equity - Schedu_5
Stockholders' Equity - Schedule of Stockholders' Equity Note, Warrants or Rights (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Equity [Abstract] | ||
Number of warrants outstanding, beginning balance | 15,520,375 | 1,323,500 |
Number of warrants outstanding, Issued | 14,196,875 | |
Number of warrants outstanding, Exercised | ||
Number of warrants outstanding, Expired | (6,818,181) | |
Number of warrants outstanding, ending balance | 8,702,194 | 15,520,375 |
Weighted average exercise price, beginning balance | $ 1.33 | $ 10.73 |
Weighted average exercise price, Issued | 0.45 | |
Weighted average exercise price, Exercised | ||
Weighted average exercise price, Expired | 0.44 | |
Weighted average exercise price, ending balance | $ 2.02 | $ 1.33 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 21, 2017 | Dec. 31, 2017 | |
Percentage of uncertain income tax position less than likelihood of being sustained | An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. | ||
Unrecognized tax benefits | $ 0 | $ 0 | |
Uncertain tax positions, current | $ 0 | 0 | |
Increase in ownership of certain stockholders or public groups in the stock of corporation | 50.00% | ||
Statutory federal income tax rate | 21.00% | 34.00% | |
Deferred tax assets | $ 30,372 | $ 32,069 | |
Federal [Member] | |||
Operating loss carryforwards | $ 112,256 | ||
Operating loss carryforwards expiration date | 2028 | ||
State [Member] | |||
Operating loss carryforwards | $ 91,567 | ||
United States Tax Reform [Member] | |||
Deferred tax assets | $ 15,900 |
Income Taxes - Schedule of Loss
Income Taxes - Schedule of Loss from Continuing Operations Before Income Tax (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
Domestic | $ 2,144 | $ 15,183 |
Foreign | 107 | 918 |
Loss before income taxes | $ 2,251 | $ 16,101 |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Income Tax Disclosure [Abstract] | ||
Intangible assets | $ 33 | $ 71 |
Stock options | 3,067 | 3,035 |
Accruals and others | 1,355 | 612 |
Net operating loss carry forwards | 25,917 | 28,351 |
Deferred tax assets gross | 30,372 | 32,069 |
Valuation allowance | (30,372) | (32,069) |
Deferred tax asset | ||
Fixed assets | ||
Deferred tax liability | ||
Deferred taxes, net |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
Loss for the year before income taxes | $ (2,251) | $ (16,101) |
Expected recovery of income taxes | (473) | (5,474) |
State income tax, net of federal benefit | (175) | (422) |
Stock-based compensation | 5 | |
Re-measurement of deferred liability | 15,943 | |
Adjustments to deferred tax assets | 2,336 | 954 |
Non-deductible expense and other | 9 | 63 |
Change in valuation allowance | (1,697) | (11,069) |
Total recovery of income taxes |
Net Income (Loss) Per Share - S
Net Income (Loss) Per Share - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Antidilutive securities number of shares | 9,602,000 | 16,151,000 |
Stock Option [Member] | ||
Antidilutive securities number of shares | 899,000 | 629,000 |
Warrant [Member] | ||
Antidilutive securities number of shares | 8,702,000 | 15,520,000 |
ESPP Shares [Member] | ||
Antidilutive securities number of shares | ||
Convertible Preferred Shares [Member] | ||
Antidilutive securities number of shares | 1,000 | 2,000 |
Net Income (Loss) Per Share -_2
Net Income (Loss) Per Share - Schedule of Reconciliation of Weighted Average Shares Outstanding for Basic and Diluted Loss Per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Earnings Per Share [Abstract] | ||
Weighted average shares outstanding - basic | 10,616,000 | 5,790,000 |
Dilutive potential common shares | ||
Weighted average shares outstanding - fully diluted | 10,616,000 | 5,790,000 |
Employee Retirement Plan (Detai
Employee Retirement Plan (Details Narrative) | 12 Months Ended |
Dec. 31, 2018 | |
Retirement Benefits [Abstract] | |
Defined contribution maximum of their annual salary percentage | 90.00% |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) - USD ($) $ in Thousands | Aug. 09, 2019 | May 01, 2018 | Mar. 07, 2016 | Oct. 01, 2006 | Apr. 30, 2018 | Feb. 28, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 |
Rent expense | $ 443 | $ 489 | |||||||
Long-term third-party payable | 111 | ||||||||
Royalty payment, percentage | 30.00% | ||||||||
Royalty payments | $ 35 | 259 | |||||||
Maximum royalty payable on sale of combined products | 5.50% | ||||||||
Royalty payment, description | The Company is required to pay a royalty of 30% of any sublicense fees it receives prior to receiving FDA approval and 25% of any sub-license fees it receives after FDA approval. | ||||||||
Cost of goods sold | |||||||||
Supplier [Member] | |||||||||
Settlement agreed with supplier | $ 700 | ||||||||
Cost of goods sold | 700 | ||||||||
i-Med Pharma, Inc. [Member] | |||||||||
Loss contingency damages paid | $ 200 | $ 500 | |||||||
MiniFAB Agreement [Member] | |||||||||
Initial agreement term | 10 years | ||||||||
Additional agreement term | 5 years | ||||||||
MiniFAB Agreement [Member] | Phase 1 [Member] | AUD [Member] | |||||||||
Capital expenditure limitation | $ 1,000 | ||||||||
Payment or reimbursement of non-recurrent expenditure and tooling | 1,200 | ||||||||
MiniFAB Agreement [Member] | Phase 2 [Member] | AUD [Member] | |||||||||
Capital expenditure limitation | 3,000 | ||||||||
Payment or reimbursement of non-recurrent expenditure and tooling | $ 2,000 | ||||||||
MiniFAB Agreement [Member] | TearLab [Member] | |||||||||
Percentage of capital expenditures payable | 65.00% | ||||||||
Terms of capital expenditure recovery | TearLab will pay for 65% of the capital expenditures under the MinFAB Agreement ("capex") as incurred and MiniFAB will pay for the remaining 35% of capex, which will be recoverable from TearLab through an amortized cost component in the price for the product charged to TearLab once the monthly card volumes reach 200,000 per month. | ||||||||
Initial capex investment | $ 317 | ||||||||
Amortizaion Period | 15 years | ||||||||
Long-term third-party payable | $ 111 | ||||||||
MiniFAB Agreement [Member] | Mini FAB [Member] | |||||||||
Percentage of capital expenditures payable | 35.00% | ||||||||
Restated License Agreement [Member] | |||||||||
Royalty payment, percentage | 20.00% | ||||||||
Revenue milestone payments | $ 500 | ||||||||
Revenue milestone payment percentage | 1.25% | ||||||||
Legal fees | $ 414 | 1,466 | |||||||
Accrued royalties and accounts payable | $ 247 | $ 757 | |||||||
Restated License Agreement [Member] | Minimum [Member] | |||||||||
Royalty payment, percentage | 3.00% | 3.50% | |||||||
Restated License Agreement [Member] | Maximum [Member] | |||||||||
Royalty payment, percentage | 4.25% | 4.75% | |||||||
Supply Agreement [Member] | Mini FAB [Member] | |||||||||
Purchase commitment remaining minimum amount committed annual volume | an annual volume of 4.5 million test cards or March 31, 2018 | ||||||||
Minimum percentage of purchase | 50.00% | ||||||||
Supply Agreement Pricing description | The amendment fixes the price of the osmolarity test cards at their current price until the earlier of: the average monthly order volume of osmolarity cards on a rolling six month average falls below 20,000 cards; or the aggregate product volume in the calendar year commencing 12 months after the launch of the DiscoveryTM product is below 2.4 million cards; or the aggregate product volume in any calendar year after 24 months after the launch of the DiscoveryTM product is below 3.0 million cards at which point the Company and MiniFab will renegotiate pricing. |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Future Minimum Lease Payments (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2019 | $ 326 |
2020 | 202 |
2021 | 184 |
2022 | 164 |
2023 | 169 |
Future minimum lease payments, total | $ 1,045 |
Commitments and Contingencies_3
Commitments and Contingencies - Schedule of Future Minimum Royalty Payments (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2019 | $ 35 |
2020 | 35 |
2021 | 35 |
2022 | 35 |
2023 | 35 |
Thereafter | 210 |
Total | $ 385 |
Restructuring Costs (Details Na
Restructuring Costs (Details Narrative) $ in Thousands | Dec. 15, 2017USD ($) |
Restructuring and Related Activities [Abstract] | |
Restructuring expenses | $ 322 |
Restructuring Costs - Schedule
Restructuring Costs - Schedule of Expenses Related to Restructuring (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Accrued obligations, beginning balance | $ 200 |
Settlement of obligations | (200) |
Accrued obligations, ending balance | 0 |
Employee Costs [Member] | |
Accrued obligations, beginning balance | 97 |
Settlement of obligations | (97) |
Accrued obligations, ending balance | 0 |
Other Costs [Member] | |
Accrued obligations, beginning balance | 103 |
Settlement of obligations | (103) |
Accrued obligations, ending balance | $ 0 |
Related Party (Details Narrativ
Related Party (Details Narrative) - USD ($) $ in Thousands | Oct. 01, 2006 | Dec. 31, 2018 |
Related Party Transactions [Abstract] | ||
Royalty rate | 0.68% | |
Royalty expense | $ 35 | $ 259 |
Accrued royalties | $ 40 |