Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2017 | May 05, 2017 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | INVE | |
Entity Registrant Name | Identiv, Inc. | |
Entity Central Index Key | 1,036,044 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 11,214,807 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash | $ 7,882 | $ 9,116 |
Accounts receivable, net of allowances of $315 and $307 as of March 31, 2017 and December 31, 2016, respectively | 8,797 | 9,430 |
Inventories | 12,577 | 11,596 |
Prepaid expenses and other current assets | 1,827 | 1,510 |
Total current assets | 31,083 | 31,652 |
Property and equipment, net | 2,200 | 2,416 |
Intangible assets, net | 5,456 | 5,820 |
Other assets | 754 | 712 |
Total assets | 39,493 | 40,600 |
Current liabilities: | ||
Accounts payable | 7,445 | 6,024 |
Current portion - payment obligation | 803 | 786 |
Current portion - financial liabilities, net of discount and debt issuance costs of $319 and $180, respectively | 7,943 | 8,119 |
Deferred revenue | 926 | 1,085 |
Accrued compensation and related benefits | 1,724 | 1,520 |
Other accrued expenses and liabilities | 4,062 | 5,032 |
Total current liabilities | 22,903 | 22,566 |
Long-term payment obligation | 3,766 | 3,987 |
Long-term financial liabilities, net of discount and debt issuance costs of $2,032 and $221, respectively | 7,634 | 9,779 |
Other long-term liabilities | 191 | 335 |
Total liabilities | 34,494 | 36,667 |
Commitments and contingencies (see Note 11) | ||
Identiv, Inc. stockholders' equity: | ||
Preferred stock, $0.001 par value: 10,000 shares authorized; none issued and outstanding | ||
Common stock, $0.001 par value: 50,000 shares authorized; 11,879 and 11,836 shares issued and 11,160 and 11,109 shares outstanding as of March 31, 2017 and December 31, 2016, respectively | 11 | 11 |
Additional paid-in capital | 401,894 | 400,266 |
Treasury stock, 743 and 727 shares as of March 31, 2017 and December 31, 2016, respectively | (6,776) | (6,708) |
Accumulated deficit | (392,196) | (391,509) |
Accumulated other comprehensive income | 2,240 | 2,053 |
Total Identiv, Inc. stockholders' equity | 5,173 | 4,113 |
Noncontrolling interest | (174) | (180) |
Total stockholders´ equity | 4,999 | 3,933 |
Total liabilities and stockholders´equity | $ 39,493 | $ 40,600 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Statement Of Financial Position [Abstract] | ||
Accounts receivable, allowances | $ 315 | $ 307 |
Debt instrument unamortized discount and debt issuance costs, current | 319 | 180 |
Debt instrument unamortized discount and debt issuance costs, non-current | $ 2,032 | $ 221 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, issued | 0 | 0 |
Preferred stock, outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 11,879,000 | 11,836,000 |
Common stock, shares outstanding | 11,160,000 | 11,109,000 |
Treasury stock, shares | 743,000 | 727,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Income Statement [Abstract] | ||
Net revenue | $ 13,392 | $ 12,485 |
Cost of revenue | 7,695 | 7,191 |
Gross profit | 5,697 | 5,294 |
Operating expenses: | ||
Research and development | 1,477 | 2,085 |
Selling and marketing | 3,379 | 4,216 |
General and administrative | 1,787 | 4,577 |
Restructuring and severance | 2,739 | |
Total operating expenses | 6,643 | 13,617 |
Loss from operations | (946) | (8,323) |
Non-operating income (expense): | ||
Interest expense, net | (674) | (770) |
Gain on extinguishment of debt | 977 | |
Foreign currency (losses) gains, net | (152) | 229 |
Loss before income taxes and noncontrolling interest | (795) | (8,864) |
Income tax benefit (provision) | 118 | (59) |
Loss before noncontrolling interest | (677) | (8,923) |
Less: Income attributable to noncontrolling interest | (10) | (2) |
Net loss attributable to Identiv, Inc. | $ (687) | $ (8,925) |
Basic and diluted net loss per share attributable to Identiv, Inc. | $ (0.06) | $ (0.83) |
Weighted average shares used to compute basic and diluted loss per share | 11,127 | 10,747 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Statement Of Income And Comprehensive Income [Abstract] | ||
Net loss | $ (677) | $ (8,923) |
Other comprehensive loss, net of income taxes: | ||
Foreign currency translation adjustment | 183 | (39) |
Total other comprehensive income (loss), net of income taxes | 183 | (39) |
Comprehensive loss | (494) | (8,962) |
Less: Comprehensive (income) loss attributable to noncontrolling interest | (6) | 12 |
Comprehensive loss attributable to Identiv, Inc. common stockholders | $ (500) | $ (8,950) |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENT OF EQUITY (Unaudited) - 3 months ended Mar. 31, 2017 - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Treasury Stock | Accumulated Deficit | Accumulated Other Comprehensive Income | Noncontrolling Interest |
Beginning Balances at Dec. 31, 2016 | $ 3,933 | $ 11 | $ 400,266 | $ (6,708) | $ (391,509) | $ 2,053 | $ (180) |
Beginning Balances (in shares) at Dec. 31, 2016 | 11,109 | 11,109 | |||||
Net loss | $ (677) | (687) | 10 | ||||
Other comprehensive loss | 183 | 187 | (4) | ||||
Issuance of warrants | 2,319 | 2,319 | |||||
Issuance of common stock in connection with vesting of stock awards (shares) | 67 | ||||||
Stock-based compensation | 591 | 591 | |||||
Shares withheld in connection with net share settlement of restricted stock units | (68) | (68) | |||||
Shares withheld in connection with net share settlement of restricted stock units (shares) | (16) | ||||||
Gain on extinguishment of debt | (1,282) | (1,282) | |||||
Ending Balances at Mar. 31, 2017 | $ 4,999 | $ 11 | $ 401,894 | $ (6,776) | $ (392,196) | $ 2,240 | $ (174) |
Ending Balances (in shares) at Mar. 31, 2017 | 11,160 | 11,160 |
CONDENSED CONSOLIDATED STATEME7
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Cash flows from operating activities: | ||
Net loss | $ (677) | $ (8,923) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 630 | 896 |
Gain on extinguishment of debt | (977) | |
Accretion of interest on long-term payment obligation | 87 | 105 |
Amortization of debt issuance costs | 223 | 374 |
Stock-based compensation expense | 591 | 937 |
Loss on disposal of fixed assets | 326 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 625 | (501) |
Inventories | (995) | (296) |
Prepaid expenses and other assets | (359) | (474) |
Accounts payable | 1,431 | (1,109) |
Payment obligation liability | (291) | (286) |
Deferred revenue | (159) | (144) |
Accrued expenses and other liabilities | (910) | 2,068 |
Net cash used in operating activities | (781) | (7,027) |
Cash flows from investing activities: | ||
Capital expenditures | (50) | (244) |
Net cash used in investing activities | (50) | (244) |
Cash flows from financing activities: | ||
Proceeds from issuance of debt, net of issuance costs | 21,484 | |
Repayments of debt | (22,014) | |
Taxes paid related to net share settlement of restricted stock units | (68) | |
Net cash used in financing activities | (598) | |
Effect of exchange rates on cash | 195 | (441) |
Net decrease in cash | (1,234) | (7,712) |
Cash at beginning of period | 9,116 | 16,667 |
Cash at end of period | 7,882 | 8,955 |
Supplemental Disclosures of Cash Flow Information | ||
Interest paid | 415 | 395 |
Taxes paid | 46 | 18 |
Non-cash investing and financing activities: | ||
Warrants issued as debt issuance costs in connection with debt agreements | $ 2,319 | 232 |
Property and equipment included in accruals | $ 165 |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2017 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization and Summary of Significant Accounting Policies | 1. Organization and Summary of Significant Accounting Policies The accompanying unaudited condensed consolidated financial statements of Identiv, Inc. (“Identiv” or the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments, including normal recurring adjustments, considered necessary for a fair presentation of the Company’s unaudited condensed consolidated financial statements have been included. The results of operations for the three months ended March 31, 2017 are not necessarily indicative of the results that may be expected for the year ending December 31, 2017 or any future period. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Risk Factors,” “Quantitative and Qualitative Disclosures About Market Risk,” and the audited Consolidated Financial Statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016. The preparation of unaudited condensed consolidated financial statements necessarily requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the condensed consolidated balance sheet dates and the reported amounts of revenues and expenses for the periods presented. The Company may experience significant variations in demand for its products quarter to quarter and typically experiences a stronger demand cycle in the second half of its fiscal year. As a result, the quarterly results may not be indicative of the full year results. The December 31, 2016 balance sheet was derived from the audited financial statements as of that date. Concentration of Credit Risk — No customer represented more than 10% of net revenue for the three months ended March 31, 2017 and March 31, 2016, respectively. No customer represented more than 10% of the Company’s accounts receivable balance at March 31, 2017 or December 31, 2016. Recent Accounting Pronouncements In March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-09, Compensation – Stock Compensation , which provides The Company adopted this guidance effective January 1, 2017. The Company's adoption of this standard did not have a significant impact on its condensed consolidated financial statements. No excess income tax benefit or tax deficiencies have been recorded as a result of the adoption and there will be no change to accumulated deficit with respect to previously unrecognized excess tax benefits. The Company is electing to continue to account for forfeitures on an estimated basis. The Company has elected to present the condensed consolidated statements of cash flows on a prospective transition method and no prior periods have been adjusted. In February 2016, the FASB issued ASU 2016-02, Leases (“ASU 2016-02”), which In August 2014, the FASB issued ASU No. 2014-15, Disclosure of Uncertainties About an Entity's Ability to Continue as a Going Concern . In May 2014, the FASB issued ASU No. 2014-09 Revenue from Contracts with Customers In August 2015, the FASB issued ASU 2015-14, Revenue From Contracts With Customers (Topic 606) (“ASU 2015-14”), which defers the effective date of ASU 2014-09 by one year to annual periods beginning after December 15, 2017, including interim reporting periods within that reporting period. Early adoption is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. The new guidance is effective for the Company beginning January 1, 2018. The Company is currently evaluating the method and impact that ASU 2014-09 will have on its consolidated financial statements |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 2. Fair Value Measurements The Company determines the fair values of its financial instruments based on a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The classification of a financial asset or liability within the hierarchy is based upon the lowest level input that is significant to the fair value measurement. Under the Accounting Standards Codification (“ASC”), ASC 820, Fair Value Measurement and Disclosures • Level 1 – Quoted prices (unadjusted) for identical assets and liabilities in active markets; • Level 2 – Inputs other than quoted prices in active markets for identical assets and liabilities that are observable either directly or indirectly; and • Level 3 – Unobservable inputs. Assets and Liabilities Measured at Fair Value on a Recurring Basis As of March 31, 2017 and December 31, 2016, there were no assets that are measured and recognized at fair value on a recurring basis. There were no cash equivalents as of March 31, 2017 and December 31, 2016. Assets and Liabilities Measured at Fair Value on a Non-recurring Basis Certain of the Company's assets, including intangible assets, goodwill, and privately-held investments, are measured at fair value on a nonrecurring basis if impairment is indicated. Purchased intangible assets are measured at fair value primarily using discounted cash flow projections. For additional discussion of measurement criteria used in evaluating potential impairment involving goodwill and intangible assets, refer to Note 5, Intangible Assets Privately-held investments, which are normally carried at cost, are measured at fair value due to events and circumstances that the Company identified as significantly impacting the fair value of investments. The Company estimates the fair value of its privately-held investments using an analysis of the financial condition and near-term prospects of the investee, including recent financing activities and the investee's capital structure. As of March 31, 2017 and December 31, 2016, the Company had $0.3 million of privately-held investments measured at fair value on a nonrecurring basis which were classified as Level 3 assets due to the absence of quoted market prices and inherent lack of liquidity. The Company reviews its investments to identify and evaluate investments that have an indication of possible impairment. The Company adjusts the carrying value for its privately-held investments for any impairment if the fair value is less than the carrying value of the respective assets on an other-than-temporary basis. The amount of privately-held investments is included in other assets in the accompanying condensed consolidated balance sheets. As of March 31, 2017 and December 31, 2016, there were no liabilities that are measured and recognized at fair value on a non-recurring basis. Assets and Liabilities Not Measured at Fair Value The carrying amounts of the Company's accounts receivable, prepaid expenses and other current assets, accounts payable, financial liabilities and other accrued liabilities approximate fair value due to their short maturities. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2017 | |
Equity [Abstract] | |
Stockholders' Equity | 3. Stockholders’ Equity Preferred Stock The Company is authorized to issue 10,000,000 shares of preferred stock, 40,000 of which have been designated as Series A Participating Preferred Stock, par value $0.001 per share. No shares of the Company’s preferred stock, including the Series A Participating Preferred Stock, were outstanding as of March 31, 2017 and December 31, 2016. The Company’s board of directors may from time to time, without further action by the Company’s stockholders, direct the issuance of shares of preferred stock in series and may, at the time of issuance, determine the rights, preferences and limitations of each series, including voting rights, dividend rights and redemption and liquidation preferences. Satisfaction of any dividend preferences of outstanding shares of preferred stock would reduce the amount of funds available for the payment of dividends on shares of the Company’s common stock. Holders of shares of preferred stock may be entitled to receive a preference payment in the event of any liquidation, dissolution or winding-up of the Company before any payment is made to the holders of shares of the Company’s common stock. Upon the affirmative vote of the Board, without stockholder approval, the Company may issue shares of preferred stock with voting and conversion rights which could adversely affect the holders of shares of its common stock. Common Stock Warrants On August 13, 2014, in connection with the Company’s entry into a consulting agreement, the Company issued a consultant a warrant to purchase up to 85,000 shares of the Company’s common stock at a per share exercise price of $10.70 (the “2014 Consultant Warrant”). One fourth of the shares under the warrant are exercisable for cash three months from the date the 2014 Consultant Warrant was issued and quarterly thereafter. The 2014 Consultant Warrant expires on August 13, 2019. In the event of an acquisition of the Company, the 2014 Consultant Warrant shall terminate and no longer be exercisable as of the closing of the acquisition. As of March 31, 2017, the 2014 Consultant Warrant has not been exercised. On February 8, 2017, the Company entered into Loan and Security Agreements with each of East West Bank ("EWB") and Venture Lending & Leasing VII, Inc. and Venture Lending & Leasing VIII, Inc. (collectively referred to as “VLL7 and VLL8”) as discussed in Note 7, Financial Liabilities . The Company calculated the fair value of the EWB Warrant, the VLL7 Warrant and the VLL8 Warrant using the Black-Scholes pricing model using the following assumptions: estimated volatility of 78.8%, risk-free interest rate of 1.94%, no dividend yield, and an expected life of five years. In accordance with ASC 505-50, Equity-Based Payments to Non-Employees, the fair values of the EWB Warrant, the VLL7 Warrant and the VLL8 Warrant of $125,000, $1,037,500 and $1,037,500, respectively, were classified as equity as the settlement of the warrants will be in shares and is within the control of the Company. into Loan and Security Agreements with EWB and VLL7 and VLL8, warrants to purchase an aggregate of 400,000 shares of common stock issued to the Company’s previous lender, Opus Bank (“Opus”) were cancelled. In connection with securing of the new credit facility and cancelling of all the warrants previously issued to Opus, the Company issued a warrant to a consultant to purchase 60,000 shares of its common stock at an exercise price of $4.60 per share (the “2017 Consultant Warrant”). The Company calculated the fair value of the 2017 Consultant Warrant using the Black-Scholes pricing model using the following assumptions: estimated volatility of 78.8%, risk-free interest rate of 1.22%, no dividend yield, and an expected life of two years. The fair value of the 2017 Consultant Warrant of $119,000 was classified as equity as the settlement of the warrant will be in shares and is within the control of the Company. The 2017 Consultant Warrant . On August 14, 2013, in a private placement, the Company issued 834,847 shares of its common stock at a price of $8.50 per share and warrants to purchase an additional 834,847 shares of its common stock with an exercise price of $10.00 per share (the “2013 Private Placement Warrants”) to accredited and other qualified investors (the “Investors”). The 2013 Private Placement Warrants have a term of four years and are exercisable beginning six months following the date of issuance. In addition, the placement agent was issued warrants to purchase 100,000 shares of common stock at an exercise price of $10.00 per share as compensation. Subsequent to issuance, warrants to purchase an aggregate of 747,969 shares were exercised. The number of shares issuable upon exercise of the 2013 Private Placement Warrants is subject to adjustment for any stock dividends, stock splits or distributions by the Company, or upon any merger or consolidation or sale of assets of the Company, tender or exchange offer for the Company’s common stock, or a reclassification of the Company’s common stock. As of March 31, 2017, 186,878 warrants had not been exercised. Below is the summary of outstanding warrants issued by the Company as of March 31, 2017: Warrant Type Number of Shares Issuable Upon Exercise Weighted Average Exercise Price Issue Date Expiration Date 2014 Consultant Warrant 85,000 $ 10.70 August 13, 2014 August 13, 2019 East West Bank Warrant 40,000 3.64 February 8, 2017 February 8, 2022 VLL7 and VLL8 Warrants 580,000 2.00 February 8, 2017 February 8, 2022 2017 Consultant Warrant 60,000 4.60 February 8, 2017 February 8, 2019 2013 Private Placement Warrants 186,878 10.00 August 14, 2013 August 14, 2017 Total 951,878 Stock-Based Compensation Plans The Company has various stock-based compensation plans to attract, motivate, retain and reward employees, directors and consultants by providing its Board or a committee of the Board the discretion to award equity incentives to these persons. The Company’s stock-based compensation plans consist of the Director Option Plan, the 1997 Stock Option Plan, the 2000 Stock Option Plan, 2007 Stock Option Plan (the “2007 Plan”), the 2010 Bonus and Incentive Plan (the “2010 Plan”) and the 2011 Incentive Compensation Plan (the “2011 Plan”), as amended. Stock Bonus and Incentive Plans In June 2010, the Company’s stockholders approved the 2010 Plan which granted cash and equity-based awards to executive officers, directors, and other key employees as designated by the Compensation Committee of the Board. An aggregate of 300,000 shares of the Company’s common stock was reserved for issuance under the 2010 Plan as equity-based awards, including shares, nonqualified stock options, restricted stock or deferred stock awards. These awards provide the Company´s executive officers, directors, and key employees with the opportunity to earn shares of common stock depending on the extent to which certain performance goals are met. Since the adoption of the 2011 Plan (described below), the Company utilizes shares from the 2010 Plan only for performance-based awards to participants and all equity awards granted under the 2010 Plan are issued pursuant to the 2011 Plan. On June 6, 2011, the Company’s stockholders approved the 2011 Plan, which is administered by the Compensation Committee of the Board. The 2011 Plan provides that stock options, stock units, restricted shares, and stock appreciation rights may be granted to executive officers, directors, consultants, and other key employees. The Company reserved 400,000 shares of common stock under the 2011 Plan, plus 459,956 shares of common stock that remained available for delivery under the 2007 Plan and the 2010 Plan as of June 6, 2011. In aggregate, as of June 6, 2011, 859,956 shares were available for future grants under the 2011 Plan, including shares rolled over from 2007 Plan and 2010 Plan. Subsequent to June 6, 2011 through December 31, 2015, the number of shares of common stock authorized for issuance under the 2011 Plan had been increased by 1.0 million shares. On May 12, 2016, the Company’s stockholders approved an amendment and restatement of the 2011 Plan to, among other things, increase the number of shares of common stock authorized for issuance by 2.0 million shares and extend the term of the 2011 Plan. Stock Option Plans A summary of activity for the Company’s stock option plans for the three months ended March 31, 2017 follows: Number Outstanding Average Exercise Price per Share Weighted Average Remaining Contractual Term (Years) Average Intrinsic Value Balance at December 31, 2016 832,941 $ 7.11 $ — Granted — — Cancelled or Expired (52,004 ) 13.61 Exercised — — Balance at March 31, 2017 780,937 $ 6.66 7.29 $ 1,309,182 Vested or expected to vest at March 31, 2017 757,061 $ 6.72 7.24 $ 1,248,383 Exercisable at March 31, 2017 462,348 $ 7.82 6.18 $ 552,005 The following table summarizes information about options outstanding as of March 31, 2017: Options Outstanding Options Exercisable Range of Exercise Prices Number Outstanding Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price Number Exercisable Weighted Average Exercise Price $4.36 - $7.20 518,310 8.32 $ 4.54 236,678 $ 4.74 $7.50 - $11.30 222,346 5.24 9.64 185,389 9.66 $12.00 - $19.70 27,390 6.04 13.66 27,390 13.66 $21.70 - $29.20 12,891 4.11 25.37 12,891 25.37 $4.36 - $29.20 780,937 7.29 $ 6.66 462,348 $ 7.82 At March 31, 2017, there was $0.9 million of unrecognized stock-based compensation expense, net of estimated forfeitures related to unvested options, that is expected to be recognized over a weighted-average period of 2.1 years. Restricted Stock and Restricted Stock Units The following is a summary of restricted stock and restricted stock unit (“RSU”) activity for the three months ended March 31, 2017: Number Outstanding Weighted Fair Value Balance at December 31, 2016 1,973,459 $ 2.80 Granted 90,000 5.53 Vested (110,568 ) 5.37 Forfeited (30,780 ) 3.18 Balance at March 31, 2017 1,922,111 $ 2.77 Shares vested but not released 43,018 $ 2.53 The fair value of the Company’s restricted stock awards and RSUs is calculated based upon the fair market value of the Company’s stock at the date of grant. As of March 31, 2017, there was $4.8 million of unrecognized compensation cost related to unvested RSUs granted, which is expected to be recognized over a weighted average period of 3.1 years. As of March 31, 2017, an aggregate of 1,922,111 RSUs were outstanding under the 2011 Plan. Stock-Based Compensation Expense The following table illustrates all employee stock-based compensation expense related to stock options and RSUs included in the condensed consolidated statements of operations for the three months ended March 31, 2017 and 2016 (in thousands): Three Months Ended March 31, 2017 2016 Cost of revenue $ 24 $ 23 Research and development 115 84 Selling and marketing 160 207 General and administrative 292 623 Total $ 591 $ 937 Common Stock Reserved for Future Issuance Common stock reserved for future issuance as of March 31, 2017 was as follows: Exercise of outstanding stock options and vesting of RSUs 2,703,048 ESPP 293,888 Shares of common stock available for grant under the 2011 Plan 332,544 Noncontrolling interest in Bluehill AG 10,355 Warrants to purchase common stock 951,878 Total 4,291,713 Net Loss per Common Share Attributable to Identiv Stockholders’ Equity Basic and diluted net loss per share is based upon the weighted average number of common shares outstanding during the period. For the three months ended March 31, 2017 and March 31, 2016, common stock equivalents consisting of outstanding stock options, RSUs and warrants were excluded from the calculation of diluted net loss per share because these securities were anti-dilutive due to the net loss in the respective periods. The total number of common stock equivalents excluded from diluted net loss per share relating to these securities was 3,665,281 common stock equivalents for the three months ended March 31, 2017, and 1,952,462 common stock equivalents for the three months ended March 31, 2016, respectively. Accumulated Other Comprehensive Income Accumulated other comprehensive income (“AOCI”) |
Balance Sheet Components
Balance Sheet Components | 3 Months Ended |
Mar. 31, 2017 | |
Statement Of Financial Position [Abstract] | |
Balance Sheet Components | 4. Balance Sheet Components The Company’s inventories are stated at the lower of cost or market. Inventories consist of (in thousands): March 31, December 31, 2017 2016 Raw materials $ 3,915 $ 3,346 Work-in-progress 793 285 Finished goods 7,869 7,965 Total $ 12,577 $ 11,596 Property and equipment, net consists of (in thousands): March 31, December 31, 2017 2016 Building and leasehold improvements $ 1,931 $ 1,884 Furniture, fixtures and office equipment 2,175 2,002 Plant and machinery 8,870 8,848 Purchased software 1,619 1,717 Total 14,595 14,451 Accumulated depreciation (12,395 ) (12,035 ) Property and equipment, net $ 2,200 $ 2,416 The Company recorded depreciation expense of $0.3 million and $0.5 million during the three months ended March 31, 2017 and 2016, respectively. Other accrued expenses and liabilities consist of (in thousands): March 31, December 31, 2017 2016 Accrued restructuring $ 134 $ 237 Accrued professional fees 2,114 2,371 Income taxes payable 287 334 Other accrued expenses 1,527 2,090 Total $ 4,062 $ 5,032 |
Intangible Assets
Intangible Assets | 3 Months Ended |
Mar. 31, 2017 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Intangible Assets | 5. Intangible Assets The following table summarizes the gross carrying amount and accumulated amortization for intangible assets resulting from acquisitions (in thousands): Existing Customer Technology Relationship Total Amortization period (in years) 11.75 4.0 – 11.75 Gross carrying amount at December 31, 2016 $ 4,600 $ 10,639 $ 15,239 Accumulated amortization (2,809 ) (6,610 ) (9,419 ) Intangible Assets, net at December 31, 2016 $ 1,791 $ 4,029 $ 5,820 Gross carrying amount at March 31, 2017 $ 4,600 $ 10,639 $ 15,239 Accumulated amortization (2,921 ) (6,862 ) (9,783 ) Intangible Assets, net at March 31, 2017 $ 1,679 $ 3,777 $ 5,456 Each period, the Company evaluates the estimated remaining useful lives of purchased intangible assets and whether events or changes in circumstances warrant a revision to the remaining period of amortization. If a revision to the remaining period of amortization is warranted, amortization is prospectively adjusted over the remaining useful life of the intangible asset. Intangible assets subject to amortization are amortized over their useful lives as shown in the table above. The Company evaluates its amortizable intangible assets for impairment at the end of each reporting period. The Company did not identify any impairment indicators during the three months ended March 31, 2017. The following table illustrates the amortization expense included in the condensed consolidated statements of operations for the three months ended March 31, 2017 and 2016, respectively (in thousands): Three Months Ended March 31, 2017 2016 Cost of revenue $ 112 $ 112 Selling and marketing 252 252 Total $ 364 $ 364 The estimated annual future amortization expense for purchased intangible assets with definite lives over the next five years is as follows (in thousands): 2017 (remaining nine months) $ 1,091 2018 1,455 2019 1,455 2020 1,455 Thereafter — Total $ 5,456 |
Long-Term Payment Obligation
Long-Term Payment Obligation | 3 Months Ended |
Mar. 31, 2017 | |
Related Party Transactions [Abstract] | |
Long-Term Payment Obligation | 6. Long-Term Payment Obligation Hirsch Acquisition – Secure Keyboards and Secure Networks . Prior to the 2009 acquisition of Hirsch Electronics Corporation (“Hirsch”) by the Company, effective November 1994, Hirsch had entered into a settlement agreement (the “1994 Settlement Agreement”) with two limited partnerships, Secure Keyboards, Ltd. (“Secure Keyboards”) and Secure Networks, Ltd. (“Secure Networks”). At the time, Secure Keyboards and Secure Networks were related to Hirsch through certain common shareholders and limited partners, including Hirsch’s then President Lawrence Midland, who resigned as President of the Company effective July 31, 2014. Immediately following the acquisition, Mr. Midland owned 30% of Secure Keyboards and 9% of Secure Networks. Secure Networks was dissolved in 2012 and Mr. Midland owned 24.5% of Secure Keyboards upon his resignation from the Company effective July 31, 2014. On April 8, 2009, Secure Keyboards, Secure Networks and Hirsch amended and restated the 1994 Settlement Agreement to replace the royalty-based payment arrangement under the 1994 Settlement Agreement with a new, definitive installment payment schedule with contractual payments to be made in future periods through 2020 (the “2009 Settlement Agreement”). The Company was not an original party to the 2009 Settlement Agreement as the acquisition of Hirsch occurred subsequent to the 2009 Settlement Agreement being entered into. The Company has, however, provided Secure Keyboards and Secure Networks with a limited guarantee of Hirsch’s payment obligations under the 2009 Settlement Agreement (the “Guarantee”). The 2009 Settlement Agreement and the Guarantee became effective upon the acquisition of Hirsch on April 30, 2009. The Company’s annual payment to Secure Keyboards and Secure Networks in any given year under the 2009 Settlement Agreement is subject to an increase based on the percentage increase in the Consumer Price Index during the previous calendar year. The final payment to Secure Networks was made on January 30, 2012. The Company’s payment obligations under the 2009 Settlement Agreement to Secure Keyboards will continue through the calendar year ending December 31, 2020, with the final payment due on January 30, 2021, unless the Company elects at any time to satisfy its obligations by making a lump-sum payment to Secure Keyboards. The Company does not intend to make a lump-sum payment and therefore a portion of the payment obligation amount is classified as a long-term liability in the condensed consolidated balance sheets. The Company included $0.1 million and $0.1 million of interest expense during the three months ended March 31, 2017 and March 31, 2016, respectively, in its condensed consolidated statements of operations for interest accreted on the long-term payment obligation. The ongoing payment obligation in connection with the Hirsch acquisition as of March 31, 2017 is as follows (in thousands): 2017 $ 901 2018 1,237 2019 1,286 2020 1,433 2021 369 Present value discount factor (657 ) Total 4,569 Less: Current portion - payment obligation (803 ) Long-term payment obligation 3,766 |
Financial Liabilities
Financial Liabilities | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Financial Liabilities | 7. Financial Liabilities Financial liabilities consist of (in thousands): March 31, December 31, 2017 2016 Secured term loan $ 10,000 $ 10,000 Bank revolving loan facility 7,928 8,300 Total before discount and debt issuance costs 17,928 18,300 Less: Current portion of financial liabilities (8,262 ) (8,300 ) Less: Long-term portion of unamortized discount and debt issuance costs (2,032 ) (221 ) Long-term financial liabilities $ 7,634 $ 9,779 Bank Term Loan and Revolving Loan Facility On March 31, 2014, the Company entered into a credit agreement (the “Credit Agreement”) with Opus. The Credit Agreement provided for a term loan in aggregate principal amount of $10.0 million (“Term Loan”) and an additional $10.0 million revolving loan facility (“Revolving Loan Facility”). On February 8, 2017, the Company entered into new Loan and Security Agreements. In connection with the closing of such agreements, the Company repaid all outstanding amounts under its Credit Agreement, as amended, with Opus. In evaluating the transaction, the Company compared the net present value cash flows under the existing Credit Agreement and the new Loan and Security Agreements to determine whether the terms of the new debt facility and the existing facility were "substantially different." As the net present value of cash flows varied by more than 10%, the Company concluded that the transaction should be accounted for as a debt extinguishment. As a result, the Company recorded a gain on extinguishment of debt totaling $977,000, representing the On February 8, 2017, the Company entered into Loan and Security Agreements with each of EWB and VLL7 and VLL8. The Loan and Security Agreement with EWB provides for a $10.0 million revolving loan facility ("Revolving Loan Facility"), and the Loan Security Agreement with VLL7 and VLL8 provides for a term loan in aggregate principal amount of $10.0 million (the "Term Loan"). The Revolving Loan Facility bears interest at prime rate plus 2.0% and matures and becomes due and payable on February 8, 2019. Interest is payable monthly beginning on March 1, 2017. The Company may voluntarily prepay amounts outstanding under the Revolving Loan Facility, without prepayment charges. In the event the Revolving Loan Facility is terminated prior to its maturity, the Company would be required to pay an early termination fee in the amount of 1.0% of the revolving line, and an additional cash early termination fee of 1.0% if terminated prior to February 8, 2018. Additional borrowing requests under the Revolving Loan Facility are subject to various customary conditions precedent, including satisfaction of a borrowing base test as more fully described in the Revolving Loan Facility. The Term Loan matures on August 8, 2020. Payments under the Term Loan are interest-only for the first twelve months at a per annum rate of 12.5%, followed by principal and interest payments amortized over the remaining term of the Term Loan. If the Company elects to prepay the Term Loan before its maturity, all accrued and unpaid interest outstanding at the prepayment date will be due and payable, together with all the scheduled interest that would have accrued and been payable through the stated maturity of the Term Loan, provided that at any time after the Company has made at least twelve scheduled amortization payments of principal and interest on the Term Loan the Company shall only be required to pay 80% of the scheduled interest that would have accrued and been payable through the stated maturity of the Term Loan, The Company is obligated to pay customary fees and expenses, including customary facility fees for credit facilities of this size and type, in the aggregate amount of approximately $120,000, in connection with the closing of the two facilities. An additional facility fee of $40,000 will be payable in connection with the Revolving Loan Facility on the February 8, 2018. Each of the Revolving Loan Facility and the Term Loan contain customary representations and warranties and customary affirmative and negative covenants, including, limits or restrictions on the Company's ability to incur liens, incur indebtedness, make certain restricted payments, merge or consolidate and dispose of assets. The Revolving Loan Facility also contains various financial covenants as set forth in the Revolving Loan Facility, including but not limited to a liquidity covenant requiring the Company to maintain at least $4.0 million of cash. In addition, each of the Revolving Loan Facility and the Term Loan contains customary events of default that entitle the EWB or VLL7 and VLL8, as appropriate, to cause any or all of the Company's indebtedness under the Revolving Loan Facility or the Term Loan, respectively, to become immediately due and payable. The events of default (some of which are subject to applicable grace or cure periods), include, among other things, non-payment defaults, covenant defaults, cross-defaults to other material indebtedness, bankruptcy and insolvency defaults and material judgment defaults. Upon the occurrence and during the continuance of an event of default, EWB and VLL7 and VLL8 may terminate their lending commitments and/or declare all or any part of the unpaid principal of all loans, all interest accrued and unpaid thereon and all other amounts payable under the Loan and Security Agreements to be immediately due and payable. The proceeds of the Term Loan and the initial draw under Revolving Loan Facility, after payment of fees and expenses, were used to repay all outstanding amounts under the Credit Agreement with Opus. In connection with the repayment, warrants to purchase an aggregate of 400,000 shares of common stock issued to Opus were cancelled. The proceeds of any additional draws under the Revolving Loan Facility will be used for working capital and other general corporate purposes. The following table summarizes the timing of repayment obligations for the Company’s financial liabilities for the next four years under the current terms of the Credit Agreement, as amended, at March 31, 2017 (in thousands): 2018 2019 2020 2021 Total Bank term loan and revolving loan facility $ 11,261 $ 4,000 $ 2,667 $ — $ 17,928 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 8. Income Taxes The Company conducts business globally and, as a result, files federal, state and foreign tax returns. The Company strives to resolve open matters with each tax authority at the examination level and could reach agreement with a tax authority at any time. While the Company has accrued for amounts it believes are the probable outcomes, the final outcome with a tax authority may result in a tax liability that is more or less than that reflected in the condensed consolidated financial statements. Furthermore, the Company may later decide to challenge any assessments, if made, and may exercise its right to appeal. The Company has no present intention of remitting undistributed retained earnings of any of its foreign subsidiaries. Accordingly, the Company has not established a deferred tax liability with respect to undistributed earnings of its foreign subsidiaries. The Company applies the provisions of, and accounted for uncertain tax positions in accordance with ASC 740, Income Taxes The Company generally is no longer subject to tax examinations for years prior to 2012. However, if loss carryforwards of tax years prior to 2011 are utilized in the U.S., these tax years may become subject to investigation by the tax authorities. While timing of the resolution and/or finalization of tax audits is uncertain, the Company does not believe that its unrecognized tax benefits would materially change in the next 12 months. |
Segment Reporting and Geographi
Segment Reporting and Geographic Information | 3 Months Ended |
Mar. 31, 2017 | |
Segment Reporting [Abstract] | |
Segment Reporting and Geographic Information | 9. Segment Reporting and Geographic Information ASC 280, Segment Reporting The Company is organized into four reportable operating segments: Physical Access Control Systems (“PACS”), previously referred to as Premises, Identity, Credentials and All Other. The CODM reviews financial information and business performance for each operating segment. The Company evaluates the performance of its operating segments at the revenue and gross profit levels. The CODM does not review operating expenses or asset information by operating segment for purposes of assessing performance or allocating resources. Net revenue and gross profit information by segment for the three months ended March 31, 2017 and 2016 is as follows (in thousands): Three Months Ended March 31, 2017 2016 PACS: Net revenue $ 5,364 $ 5,113 Gross profit 3,099 2,875 Gross profit margin 58 % 56 % Identity: Net revenue 3,089 2,506 Gross profit 1,124 951 Gross profit margin 36 % 38 % Credentials: Net revenue 4,935 4,436 Gross profit 1,470 1,214 Gross profit margin 30 % 27 % All Other: Net revenue 4 430 Gross profit 4 254 Gross profit margin 107 % 59 % Total: Net revenue 13,392 12,485 Gross profit 5,697 5,294 Gross profit margin 43 % 42 % Operating expenses: Research and development 1,477 2,085 Selling and marketing 3,379 4,216 General and administrative 1,787 4,577 Restructuring and severance — 2,739 Total operating expenses: 6,643 13,617 Loss from operations (946 ) (8,323 ) Non-operating income (expense): Interest expense, net (674 ) (770 ) Gain on extinguishment of debt 977 — Foreign currency (losses) gains, net (152 ) 229 Loss before income taxes and noncontrolling interest $ (795 ) $ (8,864 ) Geographic net revenue is based on the customer’s ship-to location. Information regarding net revenue by geographic region for the three months ended March 31, 2017 and 2016 is as follows (in thousands): Three Months Ended March 31, 2017 2016 Americas $ 8,777 $ 8,221 Europe and the Middle East 2,223 2,068 Asia-Pacific 2,392 2,196 Total $ 13,392 $ 12,485 Revenues: Americas 66 % 66 % Europe and the Middle East 17 % 17 % Asia-Pacific 17 % 18 % Total 100 % 100 % Long-lived assets by geographic location as of March 31, 2017 and December 31, 2016 are as follows (in thousands): March 31, December 31, 2017 2016 Property and equipment, net: Americas $ 1,055 $ 1,100 Europe and the Middle East 136 162 Asia-Pacific 1,009 1,154 Total property and equipment, net $ 2,200 $ 2,416 |
Restructuring and Severance
Restructuring and Severance | 3 Months Ended |
Mar. 31, 2017 | |
Restructuring And Related Activities [Abstract] | |
Restructuring and Severance | 10. Restructuring and Severance In the first quarter of 2016, the Company implemented a worldwide restructuring plan designed to refocus the Company’s resources on its core business segments, including physical access and transponders, and to consolidate its operations in several worldwide locations. The restructuring plan included reducing the Company’s non-manufacturing employee base, reallocating overhead roles into direct business activities and eliminating certain management and executive roles. In the first quarter of 2016, the Company incurred severance and facilities related costs of $2.7 million in connection with this restructuring plan. All unpaid restructuring and severance accruals are included in other accrued expenses and liabilities within current liabilities in the condensed consolidated balance sheets at March 31, 2017 and December 31, 2016. Restructuring and severance activities during the three months ended March 31, 2017 and March 31, 2016 were as follows (in thousands): Three Months Ended March 31, 2017 2016 Balance at beginning of period $ 237 $ 633 Restructuring expense incurred for the period — 2,739 Payments and non-cash item adjustment during the period (103 ) (1,877 ) Balance at end of period $ 134 $ 1,495 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2017 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 11. Commitments and Contingencies The following table summarizes the Company’s principal contractual commitments as of March 31, 2017 (in thousands): Operating Leases Purchase Commitments Other Contractual Commitments Total 2017 $ 1,035 $ 9,539 $ 29 $ 10,603 2018 659 — — 659 2019 470 — — 470 2020 264 — — 264 2021 2 — — 2 Thereafter — — — — Total $ 2,430 $ 9,539 $ 29 $ 11,998 Purchase commitments for inventories are highly dependent upon forecasts of customer demand. Due to the uncertainty in demand from its customers, the Company may have to change, reschedule, or cancel purchases or purchase orders from its suppliers. These changes may lead to vendor cancellation charges on these purchases or contractual commitments. The Company provides warranties on certain product sales for periods ranging from 12 to 24 months, and allowances for estimated warranty costs are recorded during the period of sale. The determination of such allowances requires the Company to make estimates of product return rates and expected costs to repair or to replace the products under warranty. The Company currently establishes warranty reserves based on historical warranty costs for each product line combined with liability estimates based on the prior 12 months’ sales activities. If actual return rates and/or repair and replacement costs differ significantly from the Company’s estimates, adjustments to recognize additional cost of sales may be required in future periods. Historically the warranty accrual and the expense amounts have been immaterial. |
Organization and Summary of S19
Organization and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Concentration of Credit Risk | Concentration of Credit Risk — No customer represented more than 10% of net revenue for the three months ended March 31, 2017 and March 31, 2016, respectively. No customer represented more than 10% of the Company’s accounts receivable balance at March 31, 2017 or December 31, 2016. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-09, Compensation – Stock Compensation , which provides The Company adopted this guidance effective January 1, 2017. The Company's adoption of this standard did not have a significant impact on its condensed consolidated financial statements. No excess income tax benefit or tax deficiencies have been recorded as a result of the adoption and there will be no change to accumulated deficit with respect to previously unrecognized excess tax benefits. The Company is electing to continue to account for forfeitures on an estimated basis. The Company has elected to present the condensed consolidated statements of cash flows on a prospective transition method and no prior periods have been adjusted. In February 2016, the FASB issued ASU 2016-02, Leases (“ASU 2016-02”), which In August 2014, the FASB issued ASU No. 2014-15, Disclosure of Uncertainties About an Entity's Ability to Continue as a Going Concern . In May 2014, the FASB issued ASU No. 2014-09 Revenue from Contracts with Customers In August 2015, the FASB issued ASU 2015-14, Revenue From Contracts With Customers (Topic 606) (“ASU 2015-14”), which defers the effective date of ASU 2014-09 by one year to annual periods beginning after December 15, 2017, including interim reporting periods within that reporting period. Early adoption is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. The new guidance is effective for the Company beginning January 1, 2018. The Company is currently evaluating the method and impact that ASU 2014-09 will have on its consolidated financial statements |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Equity [Abstract] | |
Summary of Outstanding Warrants Issued by Company | Below is the summary of outstanding warrants issued by the Company as of March 31, 2017: Warrant Type Number of Shares Issuable Upon Exercise Weighted Average Exercise Price Issue Date Expiration Date 2014 Consultant Warrant 85,000 $ 10.70 August 13, 2014 August 13, 2019 East West Bank Warrant 40,000 3.64 February 8, 2017 February 8, 2022 VLL7 and VLL8 Warrants 580,000 2.00 February 8, 2017 February 8, 2022 2017 Consultant Warrant 60,000 4.60 February 8, 2017 February 8, 2019 2013 Private Placement Warrants 186,878 10.00 August 14, 2013 August 14, 2017 Total 951,878 |
Summary of Activity under Stock-Based Compensation Plans | A summary of activity for the Company’s stock option plans for the three months ended March 31, 2017 follows: Number Outstanding Average Exercise Price per Share Weighted Average Remaining Contractual Term (Years) Average Intrinsic Value Balance at December 31, 2016 832,941 $ 7.11 $ — Granted — — Cancelled or Expired (52,004 ) 13.61 Exercised — — Balance at March 31, 2017 780,937 $ 6.66 7.29 $ 1,309,182 Vested or expected to vest at March 31, 2017 757,061 $ 6.72 7.24 $ 1,248,383 Exercisable at March 31, 2017 462,348 $ 7.82 6.18 $ 552,005 |
Summary Information about Options Outstanding | The following table summarizes information about options outstanding as of March 31, 2017: Options Outstanding Options Exercisable Range of Exercise Prices Number Outstanding Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price Number Exercisable Weighted Average Exercise Price $4.36 - $7.20 518,310 8.32 $ 4.54 236,678 $ 4.74 $7.50 - $11.30 222,346 5.24 9.64 185,389 9.66 $12.00 - $19.70 27,390 6.04 13.66 27,390 13.66 $21.70 - $29.20 12,891 4.11 25.37 12,891 25.37 $4.36 - $29.20 780,937 7.29 $ 6.66 462,348 $ 7.82 |
Summary of Restricted Stock and Restricted Stock Unit (RSU) Activity | The following is a summary of restricted stock and restricted stock unit (“RSU”) activity for the three months ended March 31, 2017: Number Outstanding Weighted Fair Value Balance at December 31, 2016 1,973,459 $ 2.80 Granted 90,000 5.53 Vested (110,568 ) 5.37 Forfeited (30,780 ) 3.18 Balance at March 31, 2017 1,922,111 $ 2.77 Shares vested but not released 43,018 $ 2.53 |
Stock-Based Compensation Expense Related to Stock Options and RSUs | The following table illustrates all employee stock-based compensation expense related to stock options and RSUs included in the condensed consolidated statements of operations for the three months ended March 31, 2017 and 2016 (in thousands): Three Months Ended March 31, 2017 2016 Cost of revenue $ 24 $ 23 Research and development 115 84 Selling and marketing 160 207 General and administrative 292 623 Total $ 591 $ 937 |
Schedule of Common Stock Reserved for Future Issuance | Common stock reserved for future issuance as of March 31, 2017 was as follows: Exercise of outstanding stock options and vesting of RSUs 2,703,048 ESPP 293,888 Shares of common stock available for grant under the 2011 Plan 332,544 Noncontrolling interest in Bluehill AG 10,355 Warrants to purchase common stock 951,878 Total 4,291,713 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Statement Of Financial Position [Abstract] | |
Inventories | The Company’s inventories are stated at the lower of cost or market. Inventories consist of (in thousands): March 31, December 31, 2017 2016 Raw materials $ 3,915 $ 3,346 Work-in-progress 793 285 Finished goods 7,869 7,965 Total $ 12,577 $ 11,596 |
Property and Equipment, Net | Property and equipment, net consists of (in thousands): March 31, December 31, 2017 2016 Building and leasehold improvements $ 1,931 $ 1,884 Furniture, fixtures and office equipment 2,175 2,002 Plant and machinery 8,870 8,848 Purchased software 1,619 1,717 Total 14,595 14,451 Accumulated depreciation (12,395 ) (12,035 ) Property and equipment, net $ 2,200 $ 2,416 |
Other Accrued Expenses and Liabilities | Other accrued expenses and liabilities consist of (in thousands): March 31, December 31, 2017 2016 Accrued restructuring $ 134 $ 237 Accrued professional fees 2,114 2,371 Income taxes payable 287 334 Other accrued expenses 1,527 2,090 Total $ 4,062 $ 5,032 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Summary of Gross Carrying Amount and Accumulated Amortization for Intangible Assets Resulting from Acquisitions | The following table summarizes the gross carrying amount and accumulated amortization for intangible assets resulting from acquisitions (in thousands): Existing Customer Technology Relationship Total Amortization period (in years) 11.75 4.0 – 11.75 Gross carrying amount at December 31, 2016 $ 4,600 $ 10,639 $ 15,239 Accumulated amortization (2,809 ) (6,610 ) (9,419 ) Intangible Assets, net at December 31, 2016 $ 1,791 $ 4,029 $ 5,820 Gross carrying amount at March 31, 2017 $ 4,600 $ 10,639 $ 15,239 Accumulated amortization (2,921 ) (6,862 ) (9,783 ) Intangible Assets, net at March 31, 2017 $ 1,679 $ 3,777 $ 5,456 |
Amortization Expense Included in Condensed Consolidated Statements of Operations | The following table illustrates the amortization expense included in the condensed consolidated statements of operations for the three months ended March 31, 2017 and 2016, respectively (in thousands): Three Months Ended March 31, 2017 2016 Cost of revenue $ 112 $ 112 Selling and marketing 252 252 Total $ 364 $ 364 |
Estimated Future Amortization Expense of Purchased Intangible Assets with Definite Lives | The estimated annual future amortization expense for purchased intangible assets with definite lives over the next five years is as follows (in thousands): 2017 (remaining nine months) $ 1,091 2018 1,455 2019 1,455 2020 1,455 Thereafter — Total $ 5,456 |
Long-Term Payment Obligation (T
Long-Term Payment Obligation (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Related Party Transactions [Abstract] | |
Payment Obligations To Former Related Party Liability | The ongoing payment obligation in connection with the Hirsch acquisition as of March 31, 2017 is as follows (in thousands): 2017 $ 901 2018 1,237 2019 1,286 2020 1,433 2021 369 Present value discount factor (657 ) Total 4,569 Less: Current portion - payment obligation (803 ) Long-term payment obligation 3,766 |
Financial Liabilities (Tables)
Financial Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Summary of Financial Liabilities | Financial liabilities consist of (in thousands): March 31, December 31, 2017 2016 Secured term loan $ 10,000 $ 10,000 Bank revolving loan facility 7,928 8,300 Total before discount and debt issuance costs 17,928 18,300 Less: Current portion of financial liabilities (8,262 ) (8,300 ) Less: Long-term portion of unamortized discount and debt issuance costs (2,032 ) (221 ) Long-term financial liabilities $ 7,634 $ 9,779 |
Company's Financial Obligations | The following table summarizes the timing of repayment obligations for the Company’s financial liabilities for the next four years under the current terms of the Credit Agreement, as amended, at March 31, 2017 (in thousands): 2018 2019 2020 2021 Total Bank term loan and revolving loan facility $ 11,261 $ 4,000 $ 2,667 $ — $ 17,928 |
Segment Reporting and Geograp25
Segment Reporting and Geographic Information (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Segment Reporting [Abstract] | |
Information Regarding Net Revenue and Gross Profit by Segment | Net revenue and gross profit information by segment for the three months ended March 31, 2017 and 2016 is as follows (in thousands): Three Months Ended March 31, 2017 2016 PACS: Net revenue $ 5,364 $ 5,113 Gross profit 3,099 2,875 Gross profit margin 58 % 56 % Identity: Net revenue 3,089 2,506 Gross profit 1,124 951 Gross profit margin 36 % 38 % Credentials: Net revenue 4,935 4,436 Gross profit 1,470 1,214 Gross profit margin 30 % 27 % All Other: Net revenue 4 430 Gross profit 4 254 Gross profit margin 107 % 59 % Total: Net revenue 13,392 12,485 Gross profit 5,697 5,294 Gross profit margin 43 % 42 % Operating expenses: Research and development 1,477 2,085 Selling and marketing 3,379 4,216 General and administrative 1,787 4,577 Restructuring and severance — 2,739 Total operating expenses: 6,643 13,617 Loss from operations (946 ) (8,323 ) Non-operating income (expense): Interest expense, net (674 ) (770 ) Gain on extinguishment of debt 977 — Foreign currency (losses) gains, net (152 ) 229 Loss before income taxes and noncontrolling interest $ (795 ) $ (8,864 ) |
Information Regarding Net Revenue by Geographic Region | Geographic net revenue is based on the customer’s ship-to location. Information regarding net revenue by geographic region for the three months ended March 31, 2017 and 2016 is as follows (in thousands): Three Months Ended March 31, 2017 2016 Americas $ 8,777 $ 8,221 Europe and the Middle East 2,223 2,068 Asia-Pacific 2,392 2,196 Total $ 13,392 $ 12,485 Revenues: Americas 66 % 66 % Europe and the Middle East 17 % 17 % Asia-Pacific 17 % 18 % Total 100 % 100 % |
Long-Lived Assets by Geographic Location | Long-lived assets by geographic location as of March 31, 2017 and December 31, 2016 are as follows (in thousands): March 31, December 31, 2017 2016 Property and equipment, net: Americas $ 1,055 $ 1,100 Europe and the Middle East 136 162 Asia-Pacific 1,009 1,154 Total property and equipment, net $ 2,200 $ 2,416 |
Restructuring and Severance (Ta
Restructuring and Severance (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Restructuring And Related Activities [Abstract] | |
Restructuring and Severance | All unpaid restructuring and severance accruals are included in other accrued expenses and liabilities within current liabilities in the condensed consolidated balance sheets at March 31, 2017 and December 31, 2016. Restructuring and severance activities during the three months ended March 31, 2017 and March 31, 2016 were as follows (in thousands): Three Months Ended March 31, 2017 2016 Balance at beginning of period $ 237 $ 633 Restructuring expense incurred for the period — 2,739 Payments and non-cash item adjustment during the period (103 ) (1,877 ) Balance at end of period $ 134 $ 1,495 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Commitments And Contingencies Disclosure [Abstract] | |
Summary of Principal Contractual Obligations | The following table summarizes the Company’s principal contractual commitments as of March 31, 2017 (in thousands): Operating Leases Purchase Commitments Other Contractual Commitments Total 2017 $ 1,035 $ 9,539 $ 29 $ 10,603 2018 659 — — 659 2019 470 — — 470 2020 264 — — 264 2021 2 — — 2 Thereafter — — — — Total $ 2,430 $ 9,539 $ 29 $ 11,998 |
Organization and Summary of S28
Organization and Summary of Significant Accounting Policies - Additional Information (Detail) - Customer | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |||
Number of major customer represented stated percentage of total net revenue | 0 | 0 | |
Number of customers who accounted for more than 10% accounts receivable balance | 0 | 0 | |
Concentration Risk, Customer | No customer represented more than 10% of net revenue for the three months ended March 31, 2017 and March 31, 2016, respectively. No customer represented more than 10% of the Company’s accounts receivable balance at March 31, 2017 or December 31, 2016. |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Asset measured and recognized at fair value on recurring basis | $ 0 | $ 0 |
Liability measured and recognized at fair value on non-recurring basis | 0 | 0 |
Fair Value, Measurements, Recurring | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Cash equivalent at recurring basis | 0 | 0 |
Fair Value Measurements, Non-recurring | Fair Value, Level 3 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Privately-held investments measured at fair value | $ 300,000 | $ 300,000 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) | Feb. 08, 2017 | May 12, 2016 | Aug. 13, 2014 | Aug. 14, 2013 | Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2016 | Aug. 15, 2013 | Jun. 06, 2011 | Jun. 30, 2010 |
Stockholders Equity [Line Items] | |||||||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | |||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | |||||||||
Preferred stock, outstanding | 0 | 0 | |||||||||
Number of warrants not exercised | 951,878 | ||||||||||
Common stock reserved for future issuance | 4,291,713 | ||||||||||
Unrecognized compensation expense | $ 900,000 | ||||||||||
Unrecognized stock-based compensation expense, weighted average period of recognition | 2 years 1 month 6 days | ||||||||||
Shares excluded from calculation of diluted net loss per share | 3,665,281 | 1,952,462 | |||||||||
Accumulated Other Comprehensive Income (Loss), Foreign Currency Translation Adjustment, Net of Tax | $ 2,200,000 | $ 2,100,000 | |||||||||
Restricted Stock Units (RSUs) | |||||||||||
Stockholders Equity [Line Items] | |||||||||||
Unrecognized compensation expense | $ 4,800,000 | ||||||||||
Unrecognized stock-based compensation expense, weighted average period of recognition | 3 years 1 month 6 days | ||||||||||
2010 Plan | |||||||||||
Stockholders Equity [Line Items] | |||||||||||
Common stock reserved for future issuance | 300,000 | ||||||||||
2011 Plan | |||||||||||
Stockholders Equity [Line Items] | |||||||||||
Common stock reserved for future issuance | 400,000 | ||||||||||
Number of shares available for grant | 859,956 | ||||||||||
Increase in shares of common stock authorized for issuance | 2,000,000 | 1,000,000 | |||||||||
2011 Plan | Restricted Stock Units (RSUs) | |||||||||||
Stockholders Equity [Line Items] | |||||||||||
Aggregate restricted stock units outstanding | 1,922,111 | ||||||||||
2007 Plan and 2010 Plan | |||||||||||
Stockholders Equity [Line Items] | |||||||||||
Number of shares available for grant | 459,956 | ||||||||||
Private Placement | |||||||||||
Stockholders Equity [Line Items] | |||||||||||
Warrants issued to purchase common stock | 747,969 | ||||||||||
Warrant exercise price | $ 10 | ||||||||||
Issuance of common stock in connection with common stock offerings (in shares) | 834,847 | ||||||||||
Shares issued, price per share | $ 8.50 | ||||||||||
Warrant term | 4 years | ||||||||||
Private Placement Agent | |||||||||||
Stockholders Equity [Line Items] | |||||||||||
Warrant exercise price | $ 10 | ||||||||||
Loan and Security Agreements | Opus Bank | |||||||||||
Stockholders Equity [Line Items] | |||||||||||
Warrants to purchase common stock cancelled | 400,000 | ||||||||||
2014 Consultant Warrant | |||||||||||
Stockholders Equity [Line Items] | |||||||||||
Warrant exercise price | $ 10.70 | $ 10.70 | |||||||||
Warrants expiration date | Aug. 13, 2019 | Aug. 13, 2019 | |||||||||
Warrants exercised | 0 | ||||||||||
Number of warrants not exercised | 85,000 | ||||||||||
VLL7 Warrant | |||||||||||
Stockholders Equity [Line Items] | |||||||||||
Warrants issued to purchase common stock | 290,000 | ||||||||||
Warrant exercise price | $ 2 | ||||||||||
Warrants expiration date | Feb. 8, 2022 | ||||||||||
Private placement warrant estimated volatility | 78.80% | ||||||||||
Private placement warrant risk free interest rate | 1.94% | ||||||||||
Private placement warrant dividend yield | 0.00% | ||||||||||
Private placement warrant expected life (in years) | 5 years | ||||||||||
Common stock warrants fair value | $ 1,037,500 | ||||||||||
Warrants expiration period | 5 years | ||||||||||
EWB Warrant | |||||||||||
Stockholders Equity [Line Items] | |||||||||||
Warrants issued to purchase common stock | 40,000 | ||||||||||
Warrant exercise price | $ 3.64 | $ 3.64 | |||||||||
Warrants expiration date | Feb. 8, 2022 | Feb. 8, 2022 | |||||||||
Private placement warrant estimated volatility | 78.80% | ||||||||||
Private placement warrant risk free interest rate | 1.94% | ||||||||||
Private placement warrant dividend yield | 0.00% | ||||||||||
Private placement warrant expected life (in years) | 5 years | ||||||||||
Common stock warrants fair value | $ 125,000 | ||||||||||
Warrants expiration period | 5 years | ||||||||||
Number of warrants not exercised | 40,000 | ||||||||||
VLL8 Warrant | |||||||||||
Stockholders Equity [Line Items] | |||||||||||
Warrants issued to purchase common stock | 290,000 | ||||||||||
Warrant exercise price | $ 2 | ||||||||||
Warrants expiration date | Feb. 8, 2022 | ||||||||||
Private placement warrant estimated volatility | 78.80% | ||||||||||
Private placement warrant risk free interest rate | 1.94% | ||||||||||
Private placement warrant dividend yield | 0.00% | ||||||||||
Private placement warrant expected life (in years) | 5 years | ||||||||||
Common stock warrants fair value | $ 1,037,500 | ||||||||||
Warrants expiration period | 5 years | ||||||||||
2017 Consultant Warrant | |||||||||||
Stockholders Equity [Line Items] | |||||||||||
Warrants issued to purchase common stock | 60,000 | ||||||||||
Warrant exercise price | $ 4.60 | $ 4.60 | |||||||||
Warrants expiration date | Feb. 8, 2019 | Feb. 8, 2019 | |||||||||
Private placement warrant estimated volatility | 78.80% | ||||||||||
Private placement warrant risk free interest rate | 1.22% | ||||||||||
Private placement warrant dividend yield | 0.00% | ||||||||||
Private placement warrant expected life (in years) | 2 years | ||||||||||
Common stock warrants fair value | $ 119,000 | ||||||||||
Warrants expiration period | 2 years | ||||||||||
Number of warrants not exercised | 60,000 | ||||||||||
2013 Private Placement Warrants | |||||||||||
Stockholders Equity [Line Items] | |||||||||||
Warrant exercise price | $ 10 | ||||||||||
Warrants expiration date | Aug. 14, 2017 | ||||||||||
Number of warrants not exercised | 186,878 | ||||||||||
Common Stock | Private Placement | |||||||||||
Stockholders Equity [Line Items] | |||||||||||
Warrants issued to purchase common stock | 834,847 | ||||||||||
Common Stock | Private Placement Agent | |||||||||||
Stockholders Equity [Line Items] | |||||||||||
Number of additional common stock to be purchased by the warrant | 100,000 | ||||||||||
Common Stock | Maximum | 2014 Consultant Warrant | |||||||||||
Stockholders Equity [Line Items] | |||||||||||
Warrants issued to purchase common stock | 85,000 | ||||||||||
Series A Participating Preferred Stock | |||||||||||
Stockholders Equity [Line Items] | |||||||||||
Preferred stock, shares authorized | 40,000 | ||||||||||
Preferred stock, par value | $ 0.001 | ||||||||||
Preferred stock, outstanding | 0 | 0 |
Summary of Outstanding Warrants
Summary of Outstanding Warrants Issued by Company (Detail) - $ / shares | Feb. 08, 2017 | Aug. 13, 2014 | Mar. 31, 2017 |
Class Of Warrant Or Right [Line Items] | |||
Number of Shares Issuable Upon Exercise | 951,878 | ||
2014 Consultant Warrant | |||
Class Of Warrant Or Right [Line Items] | |||
Number of Shares Issuable Upon Exercise | 85,000 | ||
Weighted Average Exercise Price | $ 10.70 | $ 10.70 | |
Issue Date | Aug. 13, 2014 | ||
Expiration Date | Aug. 13, 2019 | Aug. 13, 2019 | |
East West Bank Warrant | |||
Class Of Warrant Or Right [Line Items] | |||
Number of Shares Issuable Upon Exercise | 40,000 | ||
Weighted Average Exercise Price | $ 3.64 | $ 3.64 | |
Issue Date | Feb. 8, 2017 | ||
Expiration Date | Feb. 8, 2022 | Feb. 8, 2022 | |
VLL7 and VLL8 Warrants | |||
Class Of Warrant Or Right [Line Items] | |||
Number of Shares Issuable Upon Exercise | 580,000 | ||
Weighted Average Exercise Price | $ 2 | ||
Issue Date | Feb. 8, 2017 | ||
Expiration Date | Feb. 8, 2022 | ||
2017 Consultant Warrant | |||
Class Of Warrant Or Right [Line Items] | |||
Number of Shares Issuable Upon Exercise | 60,000 | ||
Weighted Average Exercise Price | $ 4.60 | $ 4.60 | |
Issue Date | Feb. 8, 2017 | ||
Expiration Date | Feb. 8, 2019 | Feb. 8, 2019 | |
2013 Private Placement Warrants | |||
Class Of Warrant Or Right [Line Items] | |||
Number of Shares Issuable Upon Exercise | 186,878 | ||
Weighted Average Exercise Price | $ 10 | ||
Issue Date | Aug. 14, 2013 | ||
Expiration Date | Aug. 14, 2017 |
Summary of Activity under Stock
Summary of Activity under Stock-Based Compensation Plans (Detail) $ / shares in Units, $ in Thousands | 3 Months Ended |
Mar. 31, 2017USD ($)$ / sharesshares | |
Stock Options Number Outstanding | |
Beginning Balance | shares | 832,941 |
Cancelled or Expired | shares | (52,004) |
Ending Balance | shares | 780,937 |
Vested or expected to vest at March 31, 2017 | shares | 757,061 |
Exercisable at March 31, 2017 | shares | 462,348 |
Stock Options Average Exercise Price per share | |
Beginning Balance | $ / shares | $ 7.11 |
Cancelled or Expired | $ / shares | 13.61 |
Ending Balance | $ / shares | 6.66 |
Vested or expected to vest at March 31, 2017 | $ / shares | 6.72 |
Exercisable at March 31, 2017 | $ / shares | $ 7.82 |
Stock Options Remaining Contractual Life (in years) | |
Remaining Contractual Life | 7 years 3 months 15 days |
Vested or expected to vest at March 31, 2017 | 7 years 2 months 27 days |
Exercisable at March 31, 2017 | 6 years 2 months 5 days |
Stock Options Average Intrinsic Value | |
Average intrinsic value | $ | $ 1,309,182 |
Vested or expected to vest at March 31, 2017 | $ | 1,248,383 |
Exercisable at March 31, 2017 | $ | $ 552,005 |
Summary Information about Optio
Summary Information about Options Outstanding (Detail) | 3 Months Ended |
Mar. 31, 2017$ / sharesshares | |
$4.36 - $7.20 | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Range of Exercise Prices, lower limit | $ 4.36 |
Range of Exercise Prices, upper limit | $ 7.20 |
Options Number Outstanding | shares | 518,310 |
Options Outstanding Weighted Average Remaining Contractual Life (Years) | 8 years 3 months 26 days |
Options Outstanding Weighted Average Exercise Price | $ 4.54 |
Options Number Exercisable | shares | 236,678 |
Options Exercisable Weighted Average Exercise Price | $ 4.74 |
$7.50 - $11.30 | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Range of Exercise Prices, lower limit | 7.50 |
Range of Exercise Prices, upper limit | $ 11.30 |
Options Number Outstanding | shares | 222,346 |
Options Outstanding Weighted Average Remaining Contractual Life (Years) | 5 years 2 months 27 days |
Options Outstanding Weighted Average Exercise Price | $ 9.64 |
Options Number Exercisable | shares | 185,389 |
Options Exercisable Weighted Average Exercise Price | $ 9.66 |
$12.00 - $19.70 | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Range of Exercise Prices, lower limit | 12 |
Range of Exercise Prices, upper limit | $ 19.70 |
Options Number Outstanding | shares | 27,390 |
Options Outstanding Weighted Average Remaining Contractual Life (Years) | 6 years 15 days |
Options Outstanding Weighted Average Exercise Price | $ 13.66 |
Options Number Exercisable | shares | 27,390 |
Options Exercisable Weighted Average Exercise Price | $ 13.66 |
$21.70 - $29.20 | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Range of Exercise Prices, lower limit | 21.70 |
Range of Exercise Prices, upper limit | $ 29.20 |
Options Number Outstanding | shares | 12,891 |
Options Outstanding Weighted Average Remaining Contractual Life (Years) | 4 years 1 month 10 days |
Options Outstanding Weighted Average Exercise Price | $ 25.37 |
Options Number Exercisable | shares | 12,891 |
Options Exercisable Weighted Average Exercise Price | $ 25.37 |
$4.36 - $29.20 | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Range of Exercise Prices, lower limit | 4.36 |
Range of Exercise Prices, upper limit | $ 29.20 |
Options Number Outstanding | shares | 780,937 |
Options Outstanding Weighted Average Remaining Contractual Life (Years) | 7 years 3 months 15 days |
Options Outstanding Weighted Average Exercise Price | $ 6.66 |
Options Number Exercisable | shares | 462,348 |
Options Exercisable Weighted Average Exercise Price | $ 7.82 |
Summary of Restricted Stock and
Summary of Restricted Stock and Restricted Stock Unit (RSU) Activity (Detail) - Restricted Stock and Restricted Stock Units | 3 Months Ended |
Mar. 31, 2017$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Beginning Balance, Number Outstanding | shares | 1,973,459 |
Granted, Number Outstanding | shares | 90,000 |
Vested, Number Outstanding | shares | (110,568) |
Forfeited, Number Outstanding | shares | (30,780) |
Ending Balance, Number Outstanding | shares | 1,922,111 |
Shares vested but not released, Number Outstanding | shares | 43,018 |
Beginning Balance, Weighted Average Fair Value | $ / shares | $ 2.80 |
Granted, Weighted Average Fair Value | $ / shares | 5.53 |
Vested, Weighted Average Fair Value | $ / shares | 5.37 |
Forfeited, Weighted Average Fair Value | $ / shares | 3.18 |
Ending Balance, Weighted Average Fair Value | $ / shares | 2.77 |
Shares vested but not released, Weighted Average Fair Value | $ / shares | $ 2.53 |
Stock-Based Compensation Expens
Stock-Based Compensation Expense Related to Stock Options and RSUs (Detail) - Stock Options and Restricted Stock Units - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock-Based Compensation Expense | $ 591 | $ 937 |
Cost of revenue | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock-Based Compensation Expense | 24 | 23 |
Research and Development Expense | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock-Based Compensation Expense | 115 | 84 |
Selling and Marketing Expense | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock-Based Compensation Expense | 160 | 207 |
General and Administrative Expense | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock-Based Compensation Expense | $ 292 | $ 623 |
Summary of Common Stock Reserve
Summary of Common Stock Reserved for Future Issuance (Detail) | Mar. 31, 2017shares |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Common stock reserved for future issuance | 4,291,713 |
Warrants to Purchase Common Stock | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Common stock reserved for future issuance | 951,878 |
Noncontrolling Interest in Bluehill AG | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Common stock reserved for future issuance | 10,355 |
Shares of Common Stock Available for Grant Under the 2011 Plan | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Common stock reserved for future issuance | 332,544 |
ESPP | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Common stock reserved for future issuance | 293,888 |
Exercise of Outstanding Stock Options and Vesting of RSUs | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Common stock reserved for future issuance | 2,703,048 |
Inventories (Detail)
Inventories (Detail) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 3,915 | $ 3,346 |
Work-in-progress | 793 | 285 |
Finished goods | 7,869 | 7,965 |
Total | $ 12,577 | $ 11,596 |
Property and Equipment, Net (De
Property and Equipment, Net (Detail) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 14,595 | $ 14,451 |
Accumulated depreciation | (12,395) | (12,035) |
Property and equipment, net | 2,200 | 2,416 |
Building and Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 1,931 | 1,884 |
Furniture, Fixtures and Office Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 2,175 | 2,002 |
Plant and Machinery | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 8,870 | 8,848 |
Purchased Software | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 1,619 | $ 1,717 |
Balance Sheet Components - Addi
Balance Sheet Components - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Property Plant And Equipment [Abstract] | ||
Depreciation expense | $ 0.3 | $ 0.5 |
Other Accrued Expenses and Liab
Other Accrued Expenses and Liabilities (Detail) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Accrued Liabilities And Other Liabilities Current [Abstract] | ||
Accrued restructuring | $ 134 | $ 237 |
Accrued professional fees | 2,114 | 2,371 |
Income taxes payable | 287 | 334 |
Other accrued expenses | 1,527 | 2,090 |
Total | $ 4,062 | $ 5,032 |
Summary of Gross Carrying Amoun
Summary of Gross Carrying Amount and Accumulated Amortization for Intangible Assets Resulting from Acquisitions (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Dec. 31, 2016 | |
Acquired Finite Lived Intangible Assets [Line Items] | ||
Gross carrying amount | $ 15,239 | $ 15,239 |
Accumulated amortization | (9,783) | (9,419) |
Intangible Assets, net | $ 5,456 | 5,820 |
Existing Technology | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Amortization period (in years) | 11 years 9 months | |
Gross carrying amount | $ 4,600 | 4,600 |
Accumulated amortization | (2,921) | (2,809) |
Intangible Assets, net | 1,679 | 1,791 |
Customer Relationship | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 10,639 | 10,639 |
Accumulated amortization | (6,862) | (6,610) |
Intangible Assets, net | $ 3,777 | $ 4,029 |
Customer Relationship | Minimum | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Amortization period (in years) | 4 years | |
Customer Relationship | Maximum | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Amortization period (in years) | 11 years 9 months |
Amortization Expense Included i
Amortization Expense Included in Condensed Consolidated Statements of Operations (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Finite Lived Intangible Assets [Line Items] | ||
Amortization expense | $ 364 | $ 364 |
Cost of revenue | ||
Finite Lived Intangible Assets [Line Items] | ||
Amortization expense | 112 | 112 |
Selling and Marketing Expense | ||
Finite Lived Intangible Assets [Line Items] | ||
Amortization expense | $ 252 | $ 252 |
Estimated Future Amortization E
Estimated Future Amortization Expense of Purchased Intangible Assets with Definite Lives (Detail) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
2017 (remaining nine months) | $ 1,091 | |
2,018 | 1,455 | |
2,019 | 1,455 | |
2,020 | 1,455 | |
Intangible Assets, net | $ 5,456 | $ 5,820 |
Long-Term Payment Obligation -
Long-Term Payment Obligation - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2012 | |
Related Party Transaction [Line Items] | |||
Interest accreted on long-term payment obligation | $ 0.1 | $ 0.1 | |
Secure Keyboards Ltd | |||
Related Party Transaction [Line Items] | |||
Percentage of ownership by a related party following acquisition | 24.50% | 30.00% | |
Secure Networks Ltd | |||
Related Party Transaction [Line Items] | |||
Percentage of ownership by a related party following acquisition | 9.00% | ||
Settlement Agreement | Maximum | |||
Related Party Transaction [Line Items] | |||
Installment payment, contractual payment year | 2,020 |
Payment Obligation in Connectio
Payment Obligation in Connection with Hirsch Acquisition (Detail) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Related Party Transaction [Line Items] | ||
Less: Current portion - payment obligation | $ (803) | $ (786) |
Long-term payment obligation | 3,766 | $ 3,987 |
Hirsch Electronics | ||
Related Party Transaction [Line Items] | ||
2,017 | 901 | |
2,018 | 1,237 | |
2,019 | 1,286 | |
2,020 | 1,433 | |
2,021 | 369 | |
Present value discount factor | (657) | |
Total | 4,569 | |
Less: Current portion - payment obligation | (803) | |
Long-term payment obligation | $ 3,766 |
Summary of Financial Liabilitie
Summary of Financial Liabilities (Detail) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||
Total before discount and debt issuance costs | $ 17,928 | $ 18,300 |
Less: Current portion of financial liabilities | (8,262) | (8,300) |
Less: Long-term portion of unamortized discount and debt issuance costs | (2,032) | (221) |
Long-term financial liabilities | 7,634 | 9,779 |
Secured Term Loan | ||
Debt Instrument [Line Items] | ||
Total before discount and debt issuance costs | 10,000 | 10,000 |
Bank Revolving Loan Facility | ||
Debt Instrument [Line Items] | ||
Total before discount and debt issuance costs | $ 7,928 | $ 8,300 |
Financial Liabilities - Additio
Financial Liabilities - Additional Information (Detail) | Feb. 08, 2017USD ($)Facilityshares | Mar. 31, 2017USD ($) | Mar. 31, 2014USD ($) |
Debt Instrument [Line Items] | |||
Gain on extinguishment of debt | $ 977,000 | ||
Opus Warrant, New Opus Warrant 1 and New Opus Warrant 2 | |||
Debt Instrument [Line Items] | |||
Warrants to purchase common stock cancelled | shares | 400,000 | ||
Term Loan | |||
Debt Instrument [Line Items] | |||
Loan maturity date | Aug. 8, 2020 | ||
Debt instrument, interest per annum rate | 12.50% | ||
Debt instrument scheduled interest accrued and payable | 80.00% | ||
Debt instrument, interest term | 12 months | ||
Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Loan facility payable date | Feb. 8, 2018 | ||
Line of credit facility early termination fee percentage | 1.00% | ||
Line of credit facility additional cash early termination fee percentage | 1.00% | ||
Interest payable monthly date | Mar. 1, 2017 | ||
Termination fee mature date | Feb. 8, 2018 | ||
Line of credit facility customary fees and expenses including facility fees | $ 120,000 | ||
Line of credit facility additional facility fees payable | $ 40,000 | ||
Number of closing line of credit facilities | Facility | 2 | ||
Revolving Credit Facility | Minimum | |||
Debt Instrument [Line Items] | |||
Line of credit facility liquidity covenant in cash | $ 4,000,000 | ||
Revolving Credit Facility | Prime Rate | |||
Debt Instrument [Line Items] | |||
Percentage of interest rate | 2.00% | ||
Loan facility payable date | Feb. 8, 2019 | ||
Opus Bank | |||
Debt Instrument [Line Items] | |||
Amount borrowed under term loan | $ 10,000,000 | ||
Borrowing capacity under credit facility | $ 10,000,000 | ||
Net present value of cash flows minimum positive difference percentage on new agreement | 10.00% | ||
Gain on extinguishment of debt | $ 977,000 | ||
Opus Bank | Loan and Security Agreements | |||
Debt Instrument [Line Items] | |||
Warrants to purchase common stock cancelled | shares | 400,000 | ||
Venture Lending & Leasing VII and VIII, Inc. | Loan and Security Agreements | |||
Debt Instrument [Line Items] | |||
Amount borrowed under term loan | $ 10,000,000 | ||
East West Bank | Loan and Security Agreements | |||
Debt Instrument [Line Items] | |||
Borrowing capacity under credit facility | $ 10,000,000 |
Company's Financial Obligations
Company's Financial Obligations (Detail) - Amended Credit Agreement $ in Thousands | Mar. 31, 2017USD ($) |
Debt Instrument [Line Items] | |
2,018 | $ 11,261 |
2,019 | 4,000 |
2,020 | 2,667 |
Total | $ 17,928 |
Segment Reporting and Geograp49
Segment Reporting and Geographic Information - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2017Segment | |
Segment Reporting [Abstract] | |
Number of reportable business segments | 4 |
Information Regarding Net Reven
Information Regarding Net Revenue and Gross Profit by Segment (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Segment Reporting Information [Line Items] | ||
Net revenue | $ 13,392 | $ 12,485 |
Gross profit | $ 5,697 | $ 5,294 |
Gross profit margin | 43.00% | 42.00% |
Operating expenses: | ||
Research and development | $ 1,477 | $ 2,085 |
Selling and marketing | 3,379 | 4,216 |
General and administrative | 1,787 | 4,577 |
Restructuring and severance | 2,739 | |
Total operating expenses | 6,643 | 13,617 |
Loss from operations | (946) | (8,323) |
Non-operating income (expense): | ||
Interest expense, net | (674) | (770) |
Gain on extinguishment of debt | 977 | |
Foreign currency (losses) gains, net | (152) | 229 |
Loss before income taxes and noncontrolling interest | (795) | (8,864) |
PACS | ||
Segment Reporting Information [Line Items] | ||
Net revenue | 5,364 | 5,113 |
Gross profit | $ 3,099 | $ 2,875 |
Gross profit margin | 58.00% | 56.00% |
Identity | ||
Segment Reporting Information [Line Items] | ||
Net revenue | $ 3,089 | $ 2,506 |
Gross profit | $ 1,124 | $ 951 |
Gross profit margin | 36.00% | 38.00% |
Credentials | ||
Segment Reporting Information [Line Items] | ||
Net revenue | $ 4,935 | $ 4,436 |
Gross profit | $ 1,470 | $ 1,214 |
Gross profit margin | 30.00% | 27.00% |
All Other | ||
Segment Reporting Information [Line Items] | ||
Net revenue | $ 4 | $ 430 |
Gross profit | $ 4 | $ 254 |
Gross profit margin | 107.00% | 59.00% |
Information Regarding Net Rev51
Information Regarding Net Revenue by Geographic Region (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Segment Reporting Information [Line Items] | ||
Net revenue | $ 13,392 | $ 12,485 |
Percentage of net revenue | 100.00% | 100.00% |
Americas | ||
Segment Reporting Information [Line Items] | ||
Net revenue | $ 8,777 | $ 8,221 |
Percentage of net revenue | 66.00% | 66.00% |
Europe And Middle East | ||
Segment Reporting Information [Line Items] | ||
Net revenue | $ 2,223 | $ 2,068 |
Percentage of net revenue | 17.00% | 17.00% |
Asia-Pacific | ||
Segment Reporting Information [Line Items] | ||
Net revenue | $ 2,392 | $ 2,196 |
Percentage of net revenue | 17.00% | 18.00% |
Long-Lived Assets by Geographic
Long-Lived Assets by Geographic Location (Detail) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Segment Reporting Information [Line Items] | ||
Property and equipment, net | $ 2,200 | $ 2,416 |
Americas | ||
Segment Reporting Information [Line Items] | ||
Property and equipment, net | 1,055 | 1,100 |
Europe And Middle East | ||
Segment Reporting Information [Line Items] | ||
Property and equipment, net | 136 | 162 |
Asia-Pacific | ||
Segment Reporting Information [Line Items] | ||
Property and equipment, net | $ 1,009 | $ 1,154 |
Restructuring and Severance - A
Restructuring and Severance - Additional Information (Detail) $ in Thousands | 3 Months Ended |
Mar. 31, 2016USD ($) | |
Restructuring Cost And Reserve [Line Items] | |
Restructuring and severance | $ 2,739 |
Employee Severance and Facilities | |
Restructuring Cost And Reserve [Line Items] | |
Restructuring and severance | $ 2,700 |
Restructuring and Severance (De
Restructuring and Severance (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Restructuring And Related Activities [Abstract] | ||
Restructuring and Severance Beginning Balance | $ 237 | $ 633 |
Restructuring expense incurred for the period | 2,739 | |
Payments and non-cash item adjustment | (103) | (1,877) |
Restructuring and Severance Ending Balance | $ 134 | $ 1,495 |
Summary of Principal Contractua
Summary of Principal Contractual Obligations (Detail) $ in Thousands | Mar. 31, 2017USD ($) |
Operating Leases | |
2,017 | $ 1,035 |
2,018 | 659 |
2,019 | 470 |
2,020 | 264 |
2,021 | 2 |
Contractual Obligation, Total | 2,430 |
Purchase Commitments | |
2,017 | 9,539 |
Contractual Obligation, Total | 9,539 |
Other Contractual Commitments | |
2,017 | 29 |
Contractual Obligation, Total | 29 |
Total Commitments | |
2,017 | 10,603 |
2,018 | 659 |
2,019 | 470 |
2,020 | 264 |
2,021 | 2 |
Contractual Obligation, Total | $ 11,998 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2017 | |
Minimum | |
Commitment And Contingencies [Line Items] | |
Term of warranties on certain product sales | 12 months |
Maximum | |
Commitment And Contingencies [Line Items] | |
Term of warranties on certain product sales | 24 months |