Document And Entity Information
v4.2.117.0
Document And Entity Information
 9 Months Ended
Sep. 30, 2011
Nov. 07, 2011
Document And Entity Information [Abstract]    
Document Type 10-Q  
Amendment Flag false  
Document Period End Date Sep. 30, 2011
Document Fiscal Period Focus Q3  
Document Fiscal Year Focus 2011  
Entity Registrant Name NEPHROS INC  
Entity Central Index Key 0001196298  
Current Fiscal Year End Date --12-31  
Entity Filer Category Smaller Reporting Company  
Entity Common Stock, Shares Outstanding   10,473,134

Condensed Consolidated Balance Sheets
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Condensed Consolidated Balance Sheets (USD $)
In Thousands
Sep. 30, 2011
Dec. 31, 2010
ASSETS    
Cash and cash equivalents $ 2,117 $ 240
Accounts receivable 203 326
Inventory, less allowances of $18 396 726
Prepaid expenses and other current assets 132 190
Total current assets 2,848 1,482
Property and equipment, net 37 108
Total assets 2,885 1,590
LIABILITIES AND STOCKHOLDERS' EQUITY    
Short-term borrowings   500
Accounts payable 427 441
Accrued expenses 105 481
Deferred revenue 500 33
Total current liabilities 1,032 1,455
Commitments and Contingencies (Note 11)    
Stockholders' equity:    
Preferred stock, $.001 par value; 5,000,000 shares authorized at September 30, 2011 and December 31, 2010; no shares issued and outstanding at September 30, 2011 and December 31, 2010    
Common stock, $.001 par value; 90,000,000 authorized at September 30, 2011 and December 31, 2010; 10,065,118 and 2,090,552 shares issued and outstanding at September 30, 2011 and December 31, 2010, respectively 10 2
Additional paid-in capital 95,398 92,019
Accumulated other comprehensive income 75 22
Accumulated deficit (93,630) (91,908)
Total stockholders' equity 1,853 135
Total liabilities and stockholders' equity $ 2,885 $ 1,590

Condensed Consolidated Balance Sheets (Parenthetical)
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Condensed Consolidated Balance Sheets (Parenthetical) (USD $)
In Thousands, except Share data
Sep. 30, 2011
Dec. 31, 2010
Condensed Consolidated Balance Sheets [Abstract]    
Inventory, allowances $ 18 $ 18
Preferred stock, par value $ 0.001 $ 0.001
Preferred stock, shares authorized 5,000,000 5,000,000
Preferred stock, shares issued 0 0
Preferred stock, shares outstanding 0 0
Common stock, par value $ 0.001 $ 0.001
Common stock, shares authorized 90,000,000 90,000,000
Common stock, shares issued 10,065,118 2,090,552
Common stock, shares outstanding 10,065,118 2,090,552

Condensed Consolidated Statements Of Operations
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Condensed Consolidated Statements Of Operations (USD $)
In Thousands, except Share data
 3 Months Ended 9 Months Ended
Sep. 30, 2011
Sep. 30, 2010
Sep. 30, 2011
Sep. 30, 2010
Net revenues:        
Product revenues $ 220 $ 622 $ 1,538 $ 2,421
Licensing revenues 187   187  
Total net revenues 407 622 1,725 2,421
Cost of goods sold 98 319 1,014 1,446
Gross margin 309 303 711 975
Operating expenses:        
Research and development 131 116 335 259
Depreciation and amortization 23 30 71 98
Selling, general and administrative 580 550 1,974 1,903
Total operating expenses 734 696 2,380 2,260
Loss from operations (425) (393) (1,669) (1,285)
Interest income 2   3 1
Interest expense     (12)  
Amortization of debt issuance costs     (40)  
Other income (expense) 10 18 (4) 16
Net loss $ (413) $ (375) $ (1,722) $ (1,268)
Net loss per common share, basic and diluted $ (0.04) $ (0.18) $ (0.21) $ (0.61)
Weighted average common shares outstanding, basic and diluted 10,065,118 2,090,552 8,071,476 2,085,889

Condensed Consolidated Statements Of Cash Flows
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Condensed Consolidated Statements Of Cash Flows (USD $)
In Thousands
 9 Months Ended
Sep. 30, 2011
Sep. 30, 2010
Operating activities    
Net loss $ (1,722) $ (1,268)
Adjustments to reconcile net loss to net cash used in operating activities:    
Depreciation of property and equipment 71 98
Non-cash stock-based compensation 197 70
Deferred revenue 484 67
Amortization of debt issuance costs 40  
Noncash interest 12  
Decrease in operating assets:    
Accounts receivable 137 168
Inventory 350 28
Prepaid expenses and other current assets 58 67
Increase (decrease) in operating liabilities:    
Accounts payable and accrued expenses (306) 129
Net cash used in operating activities (679) (641)
Investing activities    
Purchase of property and equipment   (6)
Net cash provided by (used in) investing activities   (6)
Financing activities    
Repayment of debt (500)  
Payment of financing costs (140)  
Proceeds from stock options exercised   72
Proceeds from issuance of common stock 3,190  
Net cash provided by financing activities 2,550 72
Effect of exchange rates on cash 6 (8)
Net increase (decrease) in cash 1,877 (583)
Cash, beginning of period 240 1,004
Cash, end of period 2,117 421
Supplemental disclosure of cash flow information    
Cash paid for taxes $ 4 $ 2

Basis Of Presentation And Going Concern
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Basis Of Presentation And Going Concern
 9 Months Ended
Sep. 30, 2011
Basis Of Presentation And Going Concern [Abstract]  
Basis Of Presentation And Going Concern
1. Basis of Presentation and Going Concern

Reverse Stock Split

On January 10, 2011, the Company's stockholders voted to implement a 1:20 reverse stock split of the Company's common stock.  The reverse split became effective on March 11, 2011.  All of the share and per share amounts discussed in these condensed consolidated interim financial statements on Form 10-Q have been adjusted to reflect the effect of this reverse split.

Interim Financial Information

The accompanying unaudited condensed consolidated interim financial statements of Nephros, Inc. and its wholly owned subsidiary, Nephros International Limited (collectively, the "Company") should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company's 2010 Annual Report on Form 10-K filed with the Securities and Exchange Commission (the "SEC") on March 29, 2011 and Form 10-K/A filed with the SEC on April 28, 2011. The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 and Article 10 of Regulation S-X. Accordingly, since they are interim statements, the accompanying condensed consolidated financial statements do not include all of the information and notes required by GAAP for a complete financial statement presentation. The condensed consolidated balance sheet as of December 31, 2010 was derived from the Company's audited consolidated financial statements but does not include all disclosures required by GAAP. In the opinion of management, the interim condensed consolidated financial statements reflect all adjustments consisting of normal, recurring adjustments that are necessary for a fair presentation of the financial position, results of operations and cash flows for the condensed consolidated interim periods presented. Interim results are not necessarily indicative of results for a full year. All significant intercompany transactions and balances have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 financial statements, and the reported amount of revenues and expenses, during the reporting period. Actual results could differ materially from those estimates.

Going Concern and Management's Response

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company's recurring losses and difficulty in generating sufficient cash flow to meet its obligations and sustain its operations raise substantial doubt about its ability to continue as a going concern. The Company's condensed consolidated interim financial statements do not include any adjustments that might result from the outcome of this uncertainty.

The Company has incurred significant losses in operations in each quarter since inception. For the nine months ended September 30, 2011 and 2010, the Company has incurred net losses of $1,722,000 and $1,268,000, respectively. In addition, the Company has not generated positive cash flow from operations for the nine months ended September 30, 2011 and 2010. To become profitable, the Company must increase revenue substantially and achieve and maintain positive gross and operating margins. If the Company is not able to increase revenue and gross and operating margins sufficiently to achieve profitability, its results of operations and financial condition will be materially and adversely affected.

On October 1, 2010, the Company issued a senior secured note to Lambda Investors LLC, its largest stockholder, in the principal amount of $500,000. The note bore interest at the rate of 12% per annum and was to mature on April 1, 2011, at which time all principal and accrued interest was due. However, the Company agreed to and did prepay, without penalty, amounts due under the note with the cash proceeds from its rights offering prior to the maturity date. The note was secured by a first priority lien on all of the Company's property, including its intellectual property.

On March 10, 2011 the Company completed its rights offering and a private placement that together resulted in gross proceeds of approximately $3.2 million. The aggregate net proceeds were approximately $2.3 million, after deducting the estimated aggregate expenses of these transactions which approximated $200,000, the repayment of the $500,000 note issued to Lambda Investors, LLC, plus $26,650 of accrued interest thereon, the payment of an 8% sourcing/transaction fee of $40,000 in respect of the note and an aggregate of $100,000 for reimbursement of Lambda Investors' legal fees incurred in connection with the loan and the rights offering.
 
After giving effect to the 1:20 reverse stock split on March 11, 2011, the Company's stockholders subscribed for 4,964,854 units in the rights offering and the Company accepted all basic subscription rights and oversubscription privileges. The units were sold at a per unit purchase price of $0.40. Gross proceeds to the Company from the sale of these units in the rights offering were approximately $2.0 million. The Company issued an aggregate of 4,964,854 shares of common stock and warrants to purchase an aggregate of approximately 4.6 million shares of its common stock to stockholders who subscribed.

Simultaneously with the closing of the rights offering, Lambda Investors, LLC purchased in a private placement 3,009,711 units at the same per unit purchase price of $0.40, pursuant to a purchase agreement between the Company and Lambda Investors. The Company issued to Lambda Investors an aggregate of 3,009,711 shares of common stock and warrants to purchase an aggregate of 2,782,579 shares of common stock. Of the $3.2 million in gross proceeds from the rights offering and the private placement, the Company received approximately $1.2 million in gross proceeds from the sale of units to Lambda Investors.

The Company effected a reverse stock split, in which every 20 shares of our common stock issued and outstanding immediately prior to the effective time, which was 5:00 p.m. on March 11, 2011, were converted into one share of common stock. Fractional shares were not issued and stockholders who otherwise would have been entitled to receive a fractional share as a result of the reverse stock split received an amount in cash equal to $0.04 per pre-split share for such fractional interests. The number of shares of common stock issued and outstanding was reduced from approximately 201,300,000 pre-split to approximately 10,100,000 post-split. The reverse stock split was effected in connection with the rights offering and private placement.

 The reverse stock split was approved by the Company's stockholders at the annual meeting held on January 10, 2011. The number of shares of common stock subject to outstanding stock warrants and options, and the exercise prices and conversion ratios of those securities, were automatically proportionately adjusted for the 1-for-20 ratio provided for by the reverse stock split.

On June 27, 2011, the Company entered into a License Agreement,  effective July 1, 2011, with Bellco S.r.l., as licensee ("Bellco"), an Italy-based supplier of hemodialysis and intensive care products, for the manufacturing, marketing and sale of Nephros' patented mid-dilution dialysis filters.  This Agreement provides the Company with payments of €500,000, €750,000, and €600,000 on July 1, 2011, January 15, 2012 and January 15, 2013, respectively.  These fixed payments of €1,850,000 or approximately $2,600,000, take place over the next fifteen months.  The first fixed payment was received in July 2011.  Beginning on January 1, 2015 through and including December 31, 2016, Bellco will pay to Nephros a royalty based on the number of units of products sold in the territory as follows: for the first 103,000 units sold,  €4.50 per unit; thereafter, €4.00 per unit.   Anticipated payments from this License Agreement will be a positive source of cash flow to the Company.

There can be no assurance that the Company's future cash flow will be sufficient to meet its obligations and commitments. If the Company is unable to generate sufficient cash flow from operations in the future to service its commitments the Company will be required to adopt alternatives, such as seeking to raise debt or equity capital, curtailing its planned activities or ceasing its operations. There can be no assurance that any such actions could be effected on a timely basis or on satisfactory terms or at all, or that these actions would enable the Company to continue to satisfy its capital requirements.

Concentration Of Credit Risk
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Concentration Of Credit Risk
 9 Months Ended
Sep. 30, 2011
Concentration Of Credit Risk [Abstract]  
Concentration Of Credit Risk
2. Concentration of Credit Risk

For the nine months ended September 30, 2011 and 2010, the following customers accounted for the following percentages of the Company's sales, respectively.

Customer
    
2011
    
2010
  
  A      
53%
      
49
%
  B      
21%
      
31
%

As of September 30, 2011 and December 31, 2010, the following customers accounted for the following percentages of the Company's accounts receivable, respectively.
 
Customer
    
2011
    
2010
  
  A      
-
      
72
%
  B      
39
%
    
12
%
  C      
22
%
    
-
  
 
The Company's OLpur MDHDF filter series and Dual Stage Ultrafilter water filtration system products are manufactured by the same vendor.

Revenue Recognition
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Revenue Recognition
 9 Months Ended
Sep. 30, 2011
Revenue Recognition [Abstract]  
Revenue Recognition
3. Revenue Recognition

Revenue is recognized in accordance with Accounting Standards Codification ("ASC") Topic 605. Four basic criteria must be met before revenue can be recognized: (i) persuasive evidence of an arrangement exists; (ii) delivery has occurred or services have been rendered; (iii) the fee is fixed or determinable; and (iv) collectability is reasonably assured.
 
The Company recognizes revenue related to product sales when delivery is confirmed by its external logistics provider and the other criteria of ASC Topic 605 are met. Product revenue is recorded net of returns and allowances. All costs and duties relating to delivery are absorbed by Nephros. Shipments for all products are currently received directly by the Company's customers.

On June 27, 2011, the Company entered into a License Agreement,  effective July 1, 2011, with Bellco S.r.l., as licensee ("Bellco"), an Italy-based supplier of hemodialysis and intensive care products, for the manufacturing, marketing and sale of Nephros' patented mid-dilution dialysis filters.  This Agreement provides the Company with payments of €500,000, €750,000, and €600,000 on July 1, 2011, January 15, 2012 and January 15, 2013, respectively.   The Company recognizes the fixed licensing revenue on a straight line basis over the forty-two month period which they cover.  Any difference between payments and recognized revenue is reported as deferred revenue.

Stock-Based Compensation
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Stock-Based Compensation
 9 Months Ended
Sep. 30, 2011
Stock-Based Compensation [Abstract]  
Stock-Based Compensation
4. Stock-Based Compensation

The Company accounts for stock option grants to employees and non-employee directors under the provisions of ASC 718, Stock Compensation. ASC 718 requires the recognition of the fair value of stock-based compensation in the statement of operations. In addition, the Company accounts for stock option grants to consultants under the provisions of ASC 505-50, Equity-Based Payments to Non-Employees, and as such, these stock options are revalued at each reporting period through the vesting period.

The fair value of stock option awards is estimated using a Black-Scholes option pricing model.  The fair value of stock-based awards is amortized over the vesting period of the award using the straight-line method.

The Company granted 612,500 stock options during the nine months ended September 30, 2011 to employees, non-employee directors and consultants. These stock options vest 40% immediately and the remaining 60% annually over a three-year period and will be expensed over the applicable vesting period. The fair value of all stock-based awards granted during the nine months ended September 30, 2011 was approximately $267,000.

The following assumptions were used for options granted for the nine months ended September 30, 2011.

Assumptions for Option Grants
  
Nine Months
Ended
September 30, 2011
  
Risk-free interest rate
    
2.31 - 2.42%
  
Volatility
    
122%
  
Expected dividend yield
    
—
  
Expected term
  
5.5 yrs
  

The Company calculates expected volatility for a stock-based grant based on historic monthly stock price observations of common stock during the period immediately preceding the grant that is equal in length to the expected term of the grant. The Company also estimates future forfeitures at 5.8% as a part of the estimate of expense as of the grant date. The Company has used historical data to estimate expected employee behaviors related to forfeitures. With respect to grants of options, the risk free rate of interest is based on the U.S. Treasury rates appropriate for the expected term of the grant.
 
Stock-based compensation expense was approximately $197,000 and $70,000 for the nine months ended September 30, 2011 and 2010, respectively. This expense is presented as part of the operating results in Selling, General and Administrative expenses on the accompanying condensed consolidated statement of operations.

There was no tax benefit related to expense recognized in the three and nine months ended September 30, 2011 and 2010, as the Company is in a net operating loss position. As of September 30, 2011, there was approximately $193,000 of total unrecognized compensation cost related to unvested share-based compensation awards granted under the equity compensation plans which will be amortized over the weighted average remaining requisite service period of 2.2 years. Such amount does not include the effect of future grants of equity compensation, if any. Of the total $193,000, the Company expects to recognize approximately 16% in the remaining interim periods of 2011, approximately 41% in 2012, approximately 36% in 2013 and approximately 7% in 2014.

Comprehensive Income (Loss)
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Comprehensive Income (Loss)
 9 Months Ended
Sep. 30, 2011
Comprehensive Income (Loss) [Abstract]  
Comprehensive Income (Loss)
5. Comprehensive Income (Loss)

Comprehensive income (loss), as defined in ASC 220, is the total of net income (loss) and all other non-owner changes in equity (or other comprehensive income (loss)) such as unrealized gains or losses on securities classified as available-for-sale and foreign currency translation adjustments. As of September 30, 2011 and December 31, 2010, accumulated other comprehensive income was approximately $75,000 and $22,000, respectively.

Loss Per Common Share
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Loss Per Common Share
 9 Months Ended
Sep. 30, 2011
Loss Per Common Share [Abstract]  
Loss Per Common Share
6. Loss per Common Share

In accordance with ASC 260-10, net loss per common share amounts ("basic EPS") are computed by dividing net loss attributable to common stockholders by the weighted-average number of common shares outstanding and excluding any potential dilution. Net loss per common share amounts assuming dilution ("diluted EPS") is generally computed by reflecting potential dilution from conversion of convertible securities and the exercise of stock options and warrants. However, because their effect is anti-dilutive, the Company has excluded stock options and warrants aggregating 17,546,200 and 454,255 shares, respectively, from the computation of diluted EPS for the nine-month periods ended September 30, 2011 and 2010, respectively.

Recently Adopted Accounting Pronouncements
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Recently Adopted Accounting Pronouncements
 9 Months Ended
Sep. 30, 2011
Recently Adopted Accounting Pronouncements [Abstract]  
Recently Adopted Accounting Pronouncements
7. Recently Adopted Accounting Pronouncements

In April 2010, the FASB issued an ASU, Revenue Recognition – Milestone Method, to provide guidance on (i) defining a milestone, and (ii) determining when it may be appropriate to apply the milestone method of revenue recognition for research and development transactions. The guidance becomes effective on a prospective basis for research and development milestones achieved in fiscal years beginning on or after June 15, 2010, with early adoption and retrospective application permitted. The adoption of this amendment did not impact the Company's consolidated financial statements.
In February 2010, the FASB issued an amendment which requires that an SEC filer, as defined, evaluate subsequent events through the date that the financial statements are issued. The update also removed the requirement for an SEC filer to disclose the date through which subsequent events have been evaluated. The adoption of this guidance on January 1, 2010 did not have a material effect on the Company's consolidated financial statements.

In January 2010, the FASB issued an amendment to ASC Topic 820- Improving Disclosures about Fair Value Measurements, which amends the existing fair value measurement and disclosure guidance currently included in ASC Topic 820, Fair Value Measurements and Disclosures, to require additional disclosures regarding fair value measurements. Specifically, the amendment to ASC Topic 820 requires entities to disclose the amounts of significant transfers between Level 1 and Level 2 of the fair value hierarchy and the reasons for these transfers, the reasons for any transfer in or out of Level 3 and information in the reconciliation of recurring Level 3 measurements about purchases, sales, issuances and settlements on a gross basis. In addition, this amendment also clarifies the requirement for entities to disclose information about both the valuation techniques and inputs used in estimating Level 2 and Level 3 fair value measurements. This amendment is effective for interim and annual reporting periods beginning after December 15, 2009, except for additional disclosures related to Level 3 fair value measurements, which are effective for fiscal years beginning after December 15, 2010. The adoption of this amendment did not impact the Company's consolidated financial statements.

New Accounting Pronouncements
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New Accounting Pronouncements
 9 Months Ended
Sep. 30, 2011
New Accounting Pronouncements [Abstract]  
New Accounting Pronouncements
8. New Accounting Pronouncements

In June 2011, the FASB issued ASU No. 2011-05, "Comprehensive Income (ASC Topic 220): Presentation of Comprehensive Income," ("ASU 2011-05") which amends current comprehensive income guidance. This accounting update eliminates the option to present the components of other comprehensive income as part of the statement of shareholders' equity. Instead, we must report comprehensive income in either a single continuous statement of comprehensive income which contains two sections, net income and other comprehensive income, or in two separate but consecutive statements. ASU 2011-05 will be effective for public companies during the interim and annual periods beginning after Dec. 15, 2011 with early adoption permitted. The Company does not believe that the adoption of ASU 2011-05 will have a material impact on the Company's consolidated results of operation and financial condition.

Fair Value Of Financial Instruments
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Fair Value Of Financial Instruments
 9 Months Ended
Sep. 30, 2011
Fair Value Of Financial Instruments [Abstract]  
Fair Value Of Financial Instruments
9. Fair Value of Financial Instruments

The carrying amounts of cash and cash equivalents, short-term investments, accounts receivable, accounts payable and accrued expenses approximate fair value due to the short-term maturity of these instruments.

The Company had no financial assets held at fair value at September 30, 2011 or December 31, 2010.

Inventory, Net
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Inventory, Net
 9 Months Ended
Sep. 30, 2011
Inventory, Net [Abstract]  
Inventory, Net
10. Inventory, net

Inventory is stated at the lower of cost or market using the first-in first-out method. The Company's inventory as of September 30, 2011 and December 31, 2010 was approximately as follows:

   
Unaudited
    
Audited
  
   
September 30,
 2011
    
December 31,
 2010
  
Raw Materials
  
$
-
    
$
264,000
  
Finished Goods
    
414,000
      
480,000
  
Total Gross Inventory
    
414,000
      
744,000
  
Less: Inventory reserve
    
(18,000
)
    
(18,000
)
Total Inventory
  
$
396,000
    
$
726,000
  

Commitments And Contingencies
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Commitments And Contingencies
 9 Months Ended
Sep. 30, 2011
Commitments And Contingencies [Abstract]  
Commitments And Contingencies
11. Commitments and Contingencies

Suppliers

The Company entered into an agreement in December 2003, and amended in June 2005, with a fiber supplier ("FS"), a manufacturer of medical and technical membranes for applications like dialysis, to continue to produce the fiber for the OLpur MDHDF filter series.  Pursuant to the agreement, FS is the Company's exclusive provider of the fiber for the OLpur MDHDF filter series in the European Union as well as certain other territories.  On January 18, 2010, the FS notified the Company that it exercised its right to terminate the supply agreement.  Termination of the supply agreement was effective on July 18, 2010.  On June 27, 2011, the Company entered into a License Agreement,  effective July 1, 2011, with Bellco S.r.l., as licensee ("Bellco"), an Italy-based supplier of hemodialysis and intensive care products, for the manufacturing, marketing and sale of Nephros' patented mid-dilution dialysis filters.  The Company does not need to procure fiber for the OLpur MDHDF filter series as a result of this License Agreement.

Subsequent Events
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Subsequent Events
 9 Months Ended
Sep. 30, 2011
Subsequent Events [Abstract]  
Subsequent Events
12. Subsequent Events

On October 18, 2011, Nephros, Inc. issued a press release announcing that its Post-Effective Amendment No. 2 to Registration Statement on Form S-1 (Registration Number 333-169728) was declared effective on October 18, 2011 by the Securities and Exchange Commission.

As of November 7, 2011, shareholders have exercised 8,828,471 warrants resulting in the issuance of 408,016 common shares.

On November 10, 2011 the Company  announced that it has received the initial review by the Food and Drug Administration ("FDA") of the 510(k) application for marketing clearance of the company's hemodiafiltration system. On August 11, 2011 the Company submitted a new 510(k) application to market its hemodiafiltration (HDF) system for end-stage renal disease.  On November 8, 2011 the Company received the initial FDA review of its new 510(k) application (K112314), which included a request for additional information. As the next step, the Company will respond to the FDA's request for more information.  The Company intends to provide its response within 30 days or request an extension of time to respond, if necessary.