Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2018 | Nov. 02, 2018 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q3 | |
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 | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Common Stock, Shares Outstanding | 15,453,916 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash | $ 14,240 | $ 19,052 |
Accounts receivable, net of allowances of $386 and $306 as of September 30, 2018 and December 31, 2017, respectively | 14,129 | 12,282 |
Inventories | 11,973 | 11,126 |
Prepaid expenses and other current assets | 2,383 | 1,779 |
Total current assets | 42,725 | 44,239 |
Property and equipment, net | 2,135 | 2,043 |
Intangible assets, net | 9,155 | 4,365 |
Goodwill | 5,781 | |
Other assets | 1,146 | 715 |
Total assets | 60,942 | 51,362 |
Current liabilities: | ||
Accounts payable | 5,584 | 5,863 |
Current portion - payment obligation | 989 | 888 |
Current portion - financial liabilities, net of discount and debt issuance costs of $76 and $404, respectively | 11,245 | 9,829 |
Notes payable | 2,000 | |
Deferred revenue | 2,265 | 900 |
Accrued compensation and related benefits | 1,819 | 1,515 |
Other accrued expenses and liabilities | 2,997 | 2,020 |
Total current liabilities | 26,899 | 21,015 |
Long-term payment obligation | 2,157 | 2,998 |
Long-term financial liabilities, net of discount and debt issuance costs of $0 and $582, respectively | 2,921 | |
Long-term deferred revenue | 1,226 | 190 |
Other long-term liabilities | 625 | 385 |
Total liabilities | 30,907 | 27,509 |
Commitments and contingencies (see Note 13) | ||
Identiv, Inc. stockholders' equity: | ||
Common stock, $0.001 par value: 50,000 shares authorized; 16,464 and 15,341 shares issued and 15,449 and 14,436 shares outstanding as of September 30, 2018 and December 31, 2017, respectively | 16 | 15 |
Additional paid-in capital | 441,008 | 428,470 |
Treasury stock, 1,015 and 905 shares as of September 30, 2018 and December 31, 2017, respectively | (7,987) | (7,485) |
Accumulated deficit | (404,983) | (399,647) |
Accumulated other comprehensive income | 2,146 | 2,675 |
Total Identiv, Inc. stockholders' equity | 30,205 | 24,031 |
Noncontrolling interest | (170) | (178) |
Total stockholders´ equity | 30,035 | 23,853 |
Total liabilities and stockholders' equity | 60,942 | 51,362 |
Series B Preferred Stock | ||
Identiv, Inc. stockholders' equity: | ||
Series B Preferred stock, $0.001 par value: 5,000 shares authorized; 5,000 and 3,000 shares issued and outstanding as of September 30, 2018 and December 31, 2017, respectively | 5 | 3 |
Total stockholders´ equity | $ 5 | $ 3 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Accounts receivable, allowances | $ 386 | $ 306 |
Debt instrument unamortized discount and debt issuance costs, current | 76 | 404 |
Debt instrument unamortized discount and debt issuance costs, non-current | $ 0 | $ 582 |
Preferred stock, par value | $ 0.001 | |
Preferred stock, shares authorized | 10,000,000 | |
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 | 16,464,000 | 15,341,000 |
Common stock, shares outstanding | 15,449,000 | 14,436,000 |
Treasury stock, shares | 1,015,000 | 905,000 |
Series B Preferred Stock | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, issued | 5,000,000 | 3,000,000 |
Preferred stock, outstanding | 5,000,000 | 3,000,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Income Statement [Abstract] | ||||
Net revenue | $ 20,022 | $ 15,432 | $ 56,844 | $ 43,664 |
Cost of revenue | 11,538 | 9,571 | 33,699 | 26,423 |
Gross profit | 8,484 | 5,861 | 23,145 | 17,241 |
Operating expenses: | ||||
Research and development | 1,860 | 1,597 | 5,384 | 4,584 |
Selling and marketing | 3,915 | 3,448 | 12,176 | 10,142 |
General and administrative | 2,641 | 1,247 | 7,952 | 5,119 |
Restructuring and severance | 223 | (49) | 591 | (49) |
Total operating expenses | 8,639 | 6,243 | 26,103 | 19,796 |
Loss from operations | (155) | (382) | (2,958) | (2,555) |
Non-operating income (expense): | ||||
Interest expense, net | (291) | (643) | (1,239) | (1,995) |
(Loss) gain on extinguishment of debt, net | (1,369) | 977 | ||
Foreign currency gains (losses), net | 200 | (51) | 354 | (202) |
Loss before income taxes and noncontrolling interest | (246) | (1,076) | (5,212) | (3,775) |
Income tax (provision) benefit | (41) | 42 | (121) | 161 |
Loss before noncontrolling interest | (287) | (1,034) | (5,333) | (3,614) |
Less: Income (loss) attributable to noncontrolling interest | 2 | (5) | (8) | |
Net loss attributable to Identiv, Inc. | $ (287) | $ (1,032) | $ (5,338) | $ (3,622) |
Basic and diluted net loss per share attributable to Identiv, Inc. | $ (0.02) | $ (0.07) | $ (0.34) | $ (0.28) |
Weighted average shares used to compute basic and diluted net loss per share | 15,750 | 14,409 | 15,484 | 12,806 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||
Net loss | $ (287) | $ (1,034) | $ (5,333) | $ (3,614) |
Other comprehensive income (loss), net of income taxes: | ||||
Foreign currency translation adjustment | (226) | 378 | (526) | 518 |
Total other comprehensive (loss) income, net of income taxes | (226) | 378 | (526) | 518 |
Comprehensive loss | (513) | (656) | (5,859) | (3,096) |
Less: Comprehensive income attributable to noncontrolling interest | (16) | (8) | (23) | |
Comprehensive loss attributable to Identiv, Inc. common stockholders | $ (513) | $ (672) | $ (5,867) | $ (3,119) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (Unaudited) - 9 months ended Sep. 30, 2018 - USD ($) $ in Thousands | Total | Series B Preferred Stock | Common Stock | Additional Paid-in Capital | Treasury Stock | Accumulated Deficit | Accumulated Other Comprehensive Income | Noncontrolling Interest |
Beginning Balances at Dec. 31, 2017 | $ 23,853 | $ 3 | $ 15 | $ 428,470 | $ (7,485) | $ (399,647) | $ 2,675 | $ (178) |
Beginning Balances (in shares) at Dec. 31, 2017 | 3,000,000 | 14,436,000 | ||||||
Net loss | (5,333) | (5,338) | 5 | |||||
Other comprehensive loss | (526) | (529) | 3 | |||||
Impact of adoption of Topic 606 (Note 2) | Topic 606 | 2 | 2 | ||||||
Issuance of Series B preferred stock, net of issuance costs | 7,895 | $ 2 | 7,893 | |||||
Issuance of Series B preferred stock, net of issuance costs (shares) | 2,000,000 | |||||||
Issuance of common stock in connection with acquisition of business | 2,635 | $ 1 | 2,634 | |||||
Issuance of common stock in connection with acquisition of business (shares) | 723,000 | |||||||
Issuance of common stock in connection with vesting of stock awards (shares) | 394,000 | |||||||
Proceeds from exercise of stock options | $ 13 | 13 | ||||||
Proceeds from exercise of stock options (shares) | 2,500 | 3,000 | ||||||
Stock-based compensation | $ 1,987 | 1,987 | ||||||
Shares withheld in payment of taxes in connection with net share settlement of restricted stock units | (502) | (502) | ||||||
Shares withheld in payment of taxes in connection with net share settlement of restricted stock units (Shares) | (110,000) | |||||||
Issuance of shares to non- employees | 11 | 11 | ||||||
Issuance of shares to non-employees (shares) | 3,000 | |||||||
Ending Balances at Sep. 30, 2018 | $ 30,035 | $ 5 | $ 16 | $ 441,008 | $ (7,987) | $ (404,983) | $ 2,146 | $ (170) |
Ending Balances (in shares) at Sep. 30, 2018 | 5,000,000 | 15,449,000 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Cash flows from operating activities: | ||
Net loss | $ (5,333) | $ (3,614) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 2,362 | 2,081 |
Loss (gain) on extinguishment of debt, net | 1,369 | (977) |
Accretion of interest on long-term payment obligation | 180 | 277 |
Amortization of debt issuance costs | 280 | 617 |
Stock-based compensation expense | 1,987 | 1,916 |
Changes in operating assets and liabilities, net of acquisition: | ||
Accounts receivable | 202 | (1,197) |
Inventories | (614) | (1,785) |
Prepaid expenses and other assets | (866) | (992) |
Accounts payable | (1,871) | 1,531 |
Payment obligation liability | (920) | (892) |
Deferred revenue | (525) | 58 |
Accrued expenses and other liabilities | 738 | (2,087) |
Net cash used in operating activities | (3,011) | (5,064) |
Cash flows from investing activities: | ||
Capital expenditures | (634) | (686) |
Acquisition of business, net of cash acquired | (1,384) | |
Net cash used in investing activities | (2,018) | (686) |
Cash flows from financing activities: | ||
Proceeds from issuance of debt, net of issuance costs | 16,941 | 42,735 |
Repayments of debt | (23,612) | (42,805) |
Proceeds from issuance of common stock, net of issuance costs | 12,560 | |
Taxes paid related to net share settlement of restricted stock units | (502) | (594) |
Proceeds from issuance of Series B preferred stock, net of issuance costs | 7,895 | |
Proceeds from exercise of stock options | 13 | |
Net cash provided by financing activities | 735 | 11,896 |
Effect of exchange rates on cash | (518) | 479 |
Net (decrease) increase in cash | (4,812) | 6,625 |
Cash at beginning of period | 19,052 | 9,116 |
Cash at end of period | 14,240 | 15,741 |
Supplemental Disclosures of Cash Flow Information: | ||
Interest paid | 1,571 | 1,379 |
Taxes paid, net | 109 | 96 |
Non-cash investing and financing activities: | ||
Warrants issued as debt issuance costs in connection with debt agreements | 2,319 | |
Liability to be settled in common stock | $ 250 | |
Issuance of shares to non-employees | 11 | |
Promissory notes issued in acquisition of business | 2,000 | |
Common Stock | ||
Non-cash investing and financing activities: | ||
Stock issued for acquisition of business, net | $ 2,635 |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2018 | |
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, consisting of 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 and nine months ended September 30, 2018 are not necessarily indicative of the results that may be expected for the year ending December 31, 2018 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,” 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, 2017. 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, 2017 balance sheet was derived from the audited financial statements as of that date. Reclassifications — Certain reclassifications have been made to the fiscal year 2017 financial statements to conform to the fiscal year 2018 presentation. The reclassifications had no impact on net loss, total assets, or stockholders’ equity. Concentration of Credit Risk — No customer represented more than 10% of net revenue for either of the three or nine months ended September 30, 2018 or 2017. No customer represented 10% or more of the Company’s accounts receivable balance at September 30, 2018 or December 31, 2017. Business Combinations — Business combinations are accounted for at fair value under the purchase method of accounting. Acquisition costs are expensed as incurred and recorded in general and administrative expenses and changes in deferred tax asset valuation allowances and income tax uncertainties after the acquisition date affect income tax expense. The accounting for business combinations requires estimates and judgment as to expectations for future cash flows of the acquired business, and the allocation of those cash flows to identifiable intangible assets, in determining the estimated fair value for assets acquired and liabilities assumed. The fair values assigned to tangible and intangible assets acquired and liabilities assumed are based on management’s estimates and assumptions, as well as other information compiled by management, including valuations that utilize customary valuation procedures and techniques. If the actual results differ from the estimates and judgments used in these estimates, the amounts recorded in the condensed consolidated financial statements could result in a possible impairment of the intangible assets and goodwill, or require acceleration of the amortization expense of finite-lived intangible assets. In circumstances where an acquisition involves a contingent consideration arrangement that meets the definition of a liability under the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, Distinguishing Liabilities from Equity Results of operations and cash flows of acquired companies are included in the Company’s operating results from the date of acquisition. Intangible Assets — Amortizable intangible assets include trademarks, developed technology and customer relationships acquired as part of business combinations. Intangible assets subject to amortization are amortized using the straight-line method over their estimated useful lives ranging from four to twelve years and are reviewed for impairment in accordance with ASC 360, Goodwill — In accordance with ASC 350, (“ASC 350”), the Company’s goodwill is not amortized but is tested for impairment on an annual basis or whenever events or changes in circumstances indicate that the carrying amount of these assets may not be recoverable. In testing for goodwill impairment, the Company compares the fair value of its reporting unit to its carrying value including the goodwill of that unit. If the carrying value, including goodwill, exceeds the reporting unit’s fair value, the Company will recognize an impairment loss for the amount by which the carrying amount exceeds the reporting unit’s fair value. The loss recognized cannot exceed the total amount of goodwill allocated to that reporting unit. Research and Development — Costs to research, design, and develop the Company’s products are expensed as incurred and consist primarily of employee compensation and fees for the development of prototype products. Software development costs are capitalized beginning when a product’s technological feasibility has been established and ending when a product is available for general release to customers. Generally, the Company’s products are released soon after technological feasibility has been established. Costs incurred subsequent to achieving technological feasibility have not been significant and generally have been expensed as incurred. At September 30, 2018, the amount of capitalized software development costs totaled $386,000 and is included in other assets in the accompanying condensed consolidated balance sheet. Software development costs capitalized in 2017 totaled $401,000. No software development costs were capitalized in 2018. Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that the Company adopts as of the specified effective date. Unless otherwise discussed, the Company does not believe that the impact of recently issued standards that are not yet effective will have a material impact on its financial position or results of operations upon adoption. In March 2016, the 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 were recorded as a result of the adoption and there was no change to accumulated deficit with respect to previously unrecognized excess tax benefits. The Company elected 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 Leases (Topic 842): Targeted Improvements In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment Recently Adopted Accounting Pronouncements In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers Revenue Recognition The Company adopted Topic 606 on January 1, 2018 using the modified retrospective transition method. Under this method, the Company evaluated contracts that were in effect at the beginning of fiscal 2018 as if those contracts had been accounted for under Topic 606. Under the modified retrospective transition approach, periods prior to the adoption date were not adjusted and continue to be reported in accordance with historical, pre-Topic 606 accounting. On the adoption date, a cumulative catch up adjustment was recorded to beginning retained earnings to reflect the impact of all existing arrangements under Topic 606. T he Company increased retained earnings and decreased deferred revenue by approximately $2,000 for an uncompleted software development and technical support services contract with a customer. Under Topic 605 accounting, since the Company The Company does not expect the impact of the adoption of Topic 606 to be material to its annual revenue and net income on an ongoing basis. Revenue generated under Topic 606 is expected to be materially comparable to revenue recognized under Topic 605 in fiscal 2018 primarily due to the elimination of deferred revenue associated with the product development services discussed above that, under Topic 605, would have continued to be recognized into revenue in 2018 and 2019, offset by an increase in the revenue recognized related to the amount and timing of technical support services provided in the contract discussed above. The actual effects on revenue recognized for the nine months ended September 30, 2018 are reported in the table below. No incremental sales commission costs or other costs related to obtaining customer contracts were capitalized at the adoption date as they were immaterial. The timing of revenue recognition for hardware and professional services is expected to remain substantially unchanged. The Company’s overall mix of revenue recognized at a point in time versus over time is expected to increase in the future due to the intended growth and expansion of its services offerings. For the three and nine months ended September 30, 2018, approximately 94% and 95%, respectively, of the Company’s revenue was recognizable on delivery and 6% and 5%, respectively, over time . The following table summarizes the effects of adopting Topic 606 on the Company’s condensed consolidated balance sheet as of September 30, 2018 (in thousands): Balance at December 31, 2017 Adjustments Balance at January 1, 2018 Deferred revenue $ 1,090 $ (2 ) $ 1,088 Accumulated deficit (399,647 ) 2 (399,645 ) The following table summarizes the effects of adopting Topic 606 on the Company’s condensed consolidated statement of operations for the nine months ended September 30, 2018 (in thousands, except per share amounts): As Reported Under Topic 606 Adjustments Balance Under Prior GAAP Net revenue $ 56,844 $ 1 $ 56,845 Cost of revenue 33,699 — 33,699 Operating expenses 26,103 — 26,103 Provision for income taxes (121 ) — (121 ) Net loss (5,338 ) 1 (5,337 ) Basic and diluted net loss per share (0.34 ) — (0.34 ) The adoption of Topic 606 had no impact on the Company’s net cash provided by operating activities, net cash used in investing activities or net cash used in financing activities. |
Revenue
Revenue | 9 Months Ended |
Sep. 30, 2018 | |
Revenue From Contract With Customer [Abstract] | |
Revenue | 2. Revenue Revenue Recognition Revenue is recognized upon transfer of control of promised products or services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those products or services. The Company enters into contracts that can include various combinations of its products, software licenses, and services, which are generally capable of being distinct and accounted for as separate performance obligations. For contracts with multiple performance obligations, the Company allocates the transaction price of the contract to each performance obligation, generally on a relative basis using its standalone selling price. The stated contract value is generally the transaction price to be allocated to the separate performance obligations. Revenue is recognized net of any taxes collected from customers that are subsequently remitted to governmental authorities. Nature of Products and Services The Company derives revenues primarily from sales of hardware products, software licenses, professional services, software maintenance and support, and extended hardware warranties. Hardware Product Revenues — The Company generally has two performance obligations in arrangements involving the sale of hardware products. The first performance obligation is to transfer the hardware product (which includes software integral to the functionality of the hardware product). The second performance obligation is to provide assurance that the product complies with its agreed-upon specifications and is free from defects in material and workmanship for a period of one to three years (i.e. assurance warranty). The entire transaction price is allocated to the hardware product and is generally recognized as revenue at the time of delivery because the customer obtains control of the product at that point in time. The Company has concluded that control generally transfers at that point in time because the customer has title to the hardware, physical possession, and a present obligation to pay for the hardware. None of the transaction price is allocated to the assurance warranty component, as the Company accounts for these product warranty costs in accordance with ASC 460, . Payments for hardware contracts are generally due 30 to 60 days after shipment of the hardware product. Software License Revenues — The Company’s license arrangements grant customers the perpetual right to access and use the licensed software products at the outset of an arrangement. Technical support and software updates are generally made available throughout the term of the support agreement, which is generally one to three years. The Company accounts for these arrangements as two performance obligations (1) the software licenses, and (2) the related updates and technical support. The software license revenue is recognized upon delivery of the license to the customer, while the software updates and technical support is recognized over the term of the support contract. Payments are generally due 30 to 60 days after delivery of the software licenses. Professional Services Revenues — Professional services revenues consist primarily of programming customization services performed relating to the integration of the Company’s software products with the customers other systems, such as HR systems. Professional services contracts are generally billed on a time and materials basis and revenue is recognized as the services are performed. For contracts billed on a fixed price basis, revenue is recognized once the contract is complete. Payments for services are generally due when services are performed. Software Maintenance and Support Revenues — Support and maintenance contract revenues consist of the services provided to support the specialized programming applications performed by our professional services group. Support and maintenance contracts are typically billed at inception of the contract and recognized as revenue over the contract period, typically over a one to three year period. Extended Hardware Warranties Revenues — Sales of our hardware products may also include optional extended hardware warranties, which typically provide assurance that the product will continue function as initially intended. Extended hardware warranty contracts are typically billed at inception of the contract and recognized as revenue over the respective contract period, typically over one to two year periods after the expiration of the original assurance warranty. Performance Obligation When Performance Obligation is Typically Satisfied When Payment is Typically Due How Standalone Selling Price is Typically Estimated Hardware products When customer obtains control of the product (point-in-time) Within 30-60 days of shipment Observable in transactions without multiple performance obligations Software licenses When license is delivered to customer or made available for download, and the applicable license period has begun (point-in-time) Within 30-60 days of the beginning of license period Established pricing practices for software licenses bundled with software maintenance, which are separately observable in renewal transactions Professional services As services are performed and/or when contract is fulfilled (point-in-time) Within 30-60 days of delivery Observable in transactions without multiple performance obligations Software maintenance and support services Ratably over the course of the support contract (over time) Within 30-60 days of the beginning of the contract period Observable in renewal transactions Extended hardware warranties Ratably over the course of the support contract (over time) Within 30-60 days of the beginning of the contract period Observable in renewal transactions Significant Judgments The Company’s contracts with customers often include promises to transfer multiple products and services to a customer. For such arrangements, the Company allocates revenues to each performance obligation based on its relative standalone selling price (“SSP”). Judgment is required to determine the SSP for each distinct performance obligation in a contract. For the majority of items, the Company estimates SSP using historical transaction data. The Company uses a range of amounts to estimate SSP when it sells each of the products and services separately and needs to determine whether there is a discount to be allocated based on the relative SSP of the various products and services. In instances where SSP is not directly observable, such as when the product or service is not sold separately, the Company determines the SSP using information that may include market conditions and other observable inputs. The determination of SSP is an ongoing process and information is reviewed regularly in order to ensure SSPs reflect the most current information or trends. Disaggregation of Revenues The Company disaggregates revenue from contracts with customers based on the timing of transfer of goods or services to customers (point-in-time or over time) and geographic region based on the shipping location of the customer. The geographic regions that are tracked are the Americas, Europe and the Middle East, and Asia-Pacific regions. The Company operates as four operating segments. Total net sales based on the disaggregation criteria described above are as follows (in thousands): Three Months Ended September 30, 2018 2017 (1) Point-in- Time Over Time Total Point-in- Time Over Time Total Americas $ 13,930 $ 1,105 $ 15,035 $ 9,960 $ 331 $ 10,291 Europe and the Middle East 2,117 44 2,161 1,771 — 1,771 Asia-Pacific 2,803 23 2,826 3,370 — 3,370 Total $ 18,850 $ 1,172 $ 20,022 $ 15,101 $ 331 $ 15,432 Nine Months Ended September 30, 2018 2017 (1) Point-in- Time Over Time Total Point-in- Time Over Time Total Americas $ 41,150 $ 3,022 $ 44,172 $ 27,893 $ 1,001 $ 28,894 Europe and the Middle East 6,921 71 6,992 5,741 26 5,767 Asia-Pacific 5,657 23 5,680 9,003 — 9,003 Total $ 53,728 $ 3,116 $ 56,844 $ 42,637 $ 1,027 $ 43,664 (1) As discussed in Note 1, prior periods have not been adjusted for the adoption of Topic 606. Information about Contract Balances Amounts invoiced in advance of services being provided are accounted for as deferred revenue. Nearly all of the Company’s deferred revenue balance is related software maintenance contracts. Payment terms and conditions vary by contract type, although payment is typically due within 30 to 90 days of contract inception. In instances where the timing of revenue recognition differs from the timing of invoicing, the Company has determined its contracts generally do not include a significant financing component. The primary purpose of the Company’s invoicing terms is to provide customers with simplified and predictable ways of purchasing the Company’s products and services, not to receive financing from its customers. Changes in deferred revenue during the nine months ended September 30, 2018 were as follows (in thousands): Amount Deferred revenue at December 31, 2017 $ 1,090 Impact of adoption of Topic 606 (2 ) Deferred revenue at January 1, 2018 1,088 Fair value of deferred revenue acquired in acquisition, net of recognition 1,693 Deferral of revenue billed in current period, net of recognition 1,557 Recognition of revenue deferred in prior periods (847 ) Balance as of September 30, 2018 $ 3,491 Unsatisfied Performance Obligations Revenue expected to be recognized in future periods related to remaining performance obligations, excluding revenue pertaining to contracts that have an original expected duration of one year or less, and contracts where revenue is recognized as invoiced, was approximately $2.1 million as of September 30, 2018. Since the Company typically invoices customers at contract inception, this amount is included in deferred revenue balance. As of September 30, 2018, the Company expects to recognize approximately 19% of the revenue related to these unsatisfied performance obligations during the remainder of 2018, 56% during 2019, and 25% thereafter. Assets Recognized from the Costs to Obtain a Contract with a Customer The Company recognizes an asset for the incremental costs of obtaining a contract with a customer if it expects the benefit of those costs to be longer than one year. The Company has determined that certain sales incentive programs (i.e. commissions) meet the requirements to be capitalized. Capitalized incremental costs related to contracts are amortized over the respective contract periods. For the three and nine months ended September 30, 2018, total capitalized costs to obtain contracts were immaterial. Practical Expedients As discussed in Note 1, Organization and Summary of Significant Accounting Policies, Revenue • The Company expenses costs as incurred for costs to obtain a contract when the amortization period would have been one year or less. These costs include internal sales force compensation programs and certain partner sales incentive programs as the Company has determined annual compensation is commensurate with annual sales activities. • The Company generally expenses sales commissions when incurred because the amortization period would have been one year or less. These costs are recorded within sales and marketing expense. • The Company does not disclose the value of unsatisfied performance obligations for contracts with an original expected length of one year or less. • The Company does not consider the time value of money for contracts with original durations of one year or less. |
Business Combinations
Business Combinations | 9 Months Ended |
Sep. 30, 2018 | |
Business Combinations [Abstract] | |
Business Combinations | 3. Business Combinations On February 14, 2018, the Company acquired 3VR Security, Inc. (“3VR”), a video technology and analytics company, pursuant to an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, Eagle Acquisition, Inc., a California corporation and a wholly owned subsidiary of the Company (“Merger Sub”), 3VR, and Fortis Advisors LLC, a Delaware limited liability company, acting as Security Holder Representative. Pursuant to the Merger Agreement, at the effective time, Merger Sub merged with and into 3VR and 3VR became a wholly-owned subsidiary of the Company (the “Acquisition”). Under the terms of the Merger Agreement, at the closing of the Acquisition, the Company acquired all of the outstanding shares of 3VR for total purchase consideration of $6.2 million, consisting of: (i) payment in cash of approximately $1.6 million; (ii) issuance of subordinated unsecured promissory notes in an aggregate principal amount of $2.0 million; (iii) issuance of 609,830 shares of the Company’s common stock with a value of approximately $2.3 million. An aggregate of up to $1.0 million, or 294,927 shares, of the Company’s common stock issuable at the closing of the transaction were held back for a period of up to 12 months following the closing for the satisfaction of certain indemnification claims. On May 9, 2018, the Company and the Security Holder Representative reached agreement as to the satisfaction of certain of the indemnification claims asserted by the Company at the closing of the Acquisition. As a result, the purchase consideration, and the amount of goodwill recorded, were reduced by $660,000. Of the 294,927 shares that were held back at closing, 181,319 shares were canceled. The remaining 93,406 shares, with a value of approximately $0.3 million, continue to be subject to the terms of the Merger Agreement. Additionally, in the event that the Company’s subsidiary, 3VR, achieves $24.1 million in product shipments in 2018, the Company will be obligated to issue further earn-out consideration of $3.5 million payable in shares of the Company’s common stock (subject to certain conditions) with a potential maximum earn-out value of $7.0 million in the event that such shipments exceed $48.2 million. Further, in calendar year 2019, the Company may also be obligated to pay, in cash, and subject to certain conditions, contingent consideration equal to the lesser of (a) 35% of the gross margin of certain products sold and services rendered by 3VR in 2018 pursuant to a supply arrangement and (b) $25.0 million, each subject to adjustments. Management has assessed the probability of the issuance of shares related to the earn-out consideration, and the payment of the contingent consideration noted above, and determined it as remote. Accordingly, no value was ascribed to the earn-out as of September 30, 2018. Assets acquired and liabilities assumed are recorded based on valuations derived from estimated fair value assessments and assumptions used by the Company. Such estimates and assumptions are subject to change within the measurement period (up to one year from the Acquisition). The following table summarizes the fair values of assets acquired and liabilities assumed at the date of acquisition (in thousands): Cash $ 195 Accounts receivable 2,029 Inventory 257 Prepaid expenses and other current assets 169 Property and equipment 334 Trademarks 400 Customer relationships 2,900 Developed technology 3,000 Total identifiable assets acquired 9,284 Accounts payable (1,590 ) Accrued expenses and liabilities (711 ) Deferred revenue (2,928 ) Debt (3,622 ) Total liabilities assumed (8,851 ) Net identifiable assets acquired 433 Goodwill 5,781 Purchase price $ 6,214 In June 2018, the Company recorded an adjustment to its accounting for the amount recorded as accounts receivable at acquisition. Accordingly, the fair value of accounts receivable was decreased by $561,000, with a corresponding increase to goodwill and reflected in the Company’s purchase price allocation. Acquisition related intangibles included in the above table are finite-lived and are being amortized on a straight-line basis over their estimated lives, which approximates the pattern in which the economic benefits of the intangible assets are expected to be realized, as follows (in thousands): Gross Purchased Intangible Assets Estimated Useful Life (in Years) Trademarks $ 400 5 Customer relationships 2,900 10 Developed technology 3,000 10 $ 6,300 Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired. The acquisition of 3VR resulted in $5.8 million of goodwill. With the addition of the 3VR video security and analytics platform, the Company believes this goodwill largely reflects the expansion of its Hirsch product and service offerings through the complementary offerings of 3VR. In accordance with ASC 350, goodwill will not be amortized but will be tested for impairment at least annually in the fourth quarter. The results of operations of 3VR for the period from the acquisition date through September 30, 2018 are included in the accompanying condensed consolidated statements of operations. Pursuant to ASC 805, Business Combinations |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 4. 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 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 September 30, 2018 and December 31, 2017, there were no assets that are measured and recognized at fair value on a recurring basis. There were no cash equivalents as of September 30, 2018 and December 31, 2017. Assets and Liabilities Measured at Fair Value on a Non-recurring Basis Certain of the Company's assets, including intangible assets, 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, Goodwill and 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 September 30, 2018 and December 31, 2017, 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. 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 | 9 Months Ended |
Sep. 30, 2018 | |
Equity [Abstract] | |
Stockholders' Equity | 5. 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, and 5,000,000 of which have been designated as Series B Non-Voting Convertible Preferred Stock, par value $0.001 per share (the “Series B Preferred Stock”). No shares of the Company’s Series A Participating Preferred Stock were outstanding as of September 30, 2018 and December 31, 2017. During 2017, the Company’s board of directors (the “Board”) authorized the issuance of up to 5,000,000 shares of the Series B Preferred Stock, 5,000,000 of which were outstanding as of September 30, 2018. The Board may from time to time, without further action by the Company’s stockholders, direct the issuance of shares of preferred stock in other 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. Series B Preferred Stock and Private Placement On December 20, 2017, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with each of 21 April Fund, Ltd. and 21 April Fund, LP (collectively, the “Purchasers”), pursuant to which the Company, in a private placement, agreed to issue and sell to the Purchasers an aggregate of up to 5,000,000 shares of the Series B Preferred Stock, $0.001 par value per share (collectively referred to as the “Shares”). The Purchasers agreed to purchase an aggregate of 3,000,000 Shares at a price of $4.00 per share in cash at the initial closing of the transaction, and at the sole option of the Company, an additional 2,000,000 Shares at a price of $4.00 per share in cash at a second closing, if any (the “Private Placement”). The total purchase price payable to the Company is $20,000,000, of which $12,000,000 was paid at the initial closing. On May 30, 2018, the Company issued 2,000,000 Shares, at a price of $4.00 per share in the second closing of the Private Placement. the second closing The proceeds from the issuance of the Shares are required to be used to pay off existing debt obligations of the Company and to fund future acquisitions of technology, business and other assets by the Company. Each Share shall be convertible into the Company’s common stock (i) following the sixth (6th) anniversary of the initial closing of the Private Placement or (ii) if earlier, during the thirty (30) day period following the last trading day of any period of three (3) or more consecutive trading days that the closing market price of the Company’s common stock exceeds $10.00. Each Share is convertible at the option of the holder of shares of Series B Preferred Stock into such number of shares of the Company’s common stock determined by taking the accreted value of such Share (purchase price plus accrued but unpaid dividends) and dividing such value by the stated value of such Share ($4.00 per share, subject to adjustment for dilutive issuances, stock splits, stock dividends and the like); provided, however, that the Company shall not convert any Shares if doing so would cause the holder thereof, along with its affiliates, to beneficially own in excess of 19.9% of the outstanding common stock immediately after giving effect to the applicable conversion (the “Ownership Limitation”), unless waiver of this restriction has been effected by the holder requesting conversion of Shares. Based on the current conversion price, the outstanding shares of Series B Preferred Stock as of September 30, 2018 would be convertible into 5,000,000 shares of the Company’s common stock. However, the conversion rate will be subject to adjustment in the event of certain instances, such as if the Company issues shares of its common stock at a price less than $4.00 per common share, subject to a minimum conversion price of $3.27 per share. As of September 30, 2018, none of the contingent conditions to adjust the total common shares to convert the Shares had been met. Each Share is entitled to an annual dividend of 5% for the first six (6) years following the issuance of such Share and 3% for each year thereafter, with the Company retaining the option to settle each year’s dividend after the tenth (10 th Sale of Common Stock In May 2017, the Company sold an aggregate of 2,845,360 shares of its common stock at a public offering price of $4.85 per share in an underwritten public offering. The Company received net proceeds of approximately $12.6 million from the sale of the common stock in the public offering, after deducting the underwriting discount and other offering related expenses of $1.2 million. 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 September 30, 2018, the 2014 Consultant Warrant had not been exercised. On February 8, 2017, the Company entered into Loan and Security Agreements (each, a “Loan and Security Agreement”) 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 In connection with securing of the new credit facilities and cancelling of all the warrants previously issued to the previous lender, 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 is immediately exercisable for cash or by net exercise and will expire two years after its issuance, or on February 8, 2019. Below is the summary of outstanding warrants issued by the Company as of September 30, 2018: 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 Total 765,000 Stock-Based Compensation Plans The Company has a stock-based compensation plan 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 plan consists of the 2011 Incentive Compensation Plan (the “2011 Plan”), as amended. Shares are no longer available for issuance under the Company’s 2010 Bonus and Incentive Plan (the “2010 Plan”) and the 2007 Stock Option Plan (the “2007 Plan”). Stock Incentive Plans 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, 2017, the number of shares of common stock authorized for issuance under the 2011 Plan has been increased by an aggregate of 3,000,000 shares. On May 31, 2018, the Company’s stockholders approved an amendment to the 2011 Plan to increase the number of shares of common stock authorized for issuance by 500,000 shares. Stock Option Plans A summary of activity for the Company’s stock option plans for the nine months ended September 30, 2018 follows: Number Outstanding Average Exercise Price per Share Weighted Average Remaining Contractual Term (Years) Average Intrinsic Value Balance at December 31, 2017 672,441 $ 6.28 — $ — Granted — — Cancelled or Expired (47,970 ) 11.56 Exercised (2,500 ) 5.20 Balance at September 30, 2018 621,971 $ 5.87 6.93 $ 721,856 Vested or expected to vest at September 30, 2018 618,324 $ 5.88 6.93 $ 716,020 Exercisable at September 30, 2018 510,856 $ 6.20 6.77 $ 544,072 The following table summarizes information about options outstanding as of September 30, 2018: 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 - $7.20 472,810 7.50 $ 4.47 361,695 $ 4.50 $7.50 - $11.30 127,415 5.39 9.42 127,415 9.42 $12.00 - $19.70 17,396 3.73 13.66 17,396 13.66 $21.70 - $24.20 4,350 2.93 23.27 4,350 23.27 $4.36 - $24.20 621,971 6.93 $ 5.87 510,856 $ 6.20 At September 30, 2018, there was $0.3 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 0.9 years. Restricted Stock Units The following is a summary of restricted stock unit (“RSU”) activity for the nine months ended September 30, 2018: Number of RSUs Weighted Average Fair Value Unvested at December 31, 2017 1,460,044 $ 3.08 Granted 710,763 4.02 Vested (457,345 ) 3.60 Forfeited (258,417 ) 2.67 Unvested at September 30, 2018 1,455,045 $ 3.45 Shares vested but not released 372,018 $ 3.07 The fair value of the Company’s RSUs is calculated based upon the fair market value of the Company’s stock on the date of grant. As of September 30, 2018, there was $4.6 million of unrecognized compensation expense related to unvested RSUs granted, which is expected to be recognized over a weighted average period of 2.6 years. 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 and nine months ended September 30, 2018 and 2017 (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2018 2017 2018 2017 Cost of revenue $ 22 $ 24 $ 63 $ 71 Research and development 125 130 397 361 Selling and marketing 171 193 519 463 General and administrative 385 317 1,008 1,021 Total $ 703 $ 664 $ 1,987 $ 1,916 Common Stock Reserved for Future Issuance Common stock reserved for future issuance as of September 30, 2018 was as follows: Exercise of outstanding stock options, vesting of RSUs, and issuance of RSUs vested but not released 2,449,034 ESPP 293,888 Shares of common stock available for grant under the 2011 Plan 672,223 Noncontrolling interest in Bluehill ID AG 10,355 Warrants to purchase common stock 765,000 Shares of common stock issuable on conversion of Series B Preferred Stock 5,000,000 Total 9,190,500 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. The following common stock equivalents have been excluded from diluted net loss per share for the nine months ended September 30, 2018 and 2017 because their inclusion would be anti-dilutive: Nine Months Ended September 30, 2018 2017 Shares of common stock subject to outstanding RSUs 1,455,045 1,698,900 Shares of common stock subject to outstanding options 621,971 675,485 Shares of common stock subject to outstanding warrants 765,000 765,000 Shares of common stock reserved to acquire remaining share of noncontrolling interest 10,355 10,355 Shares of common stock issuable upon conversion of Series B Preferred Stock 5,000,000 — Total 7,852,371 3,149,740 Accumulated Other Comprehensive Income Accumulated other comprehensive income at September 30, 2018 and December 31, 2017 consists of foreign currency translation adjustments totaling $2.1 million and $2.7 million, respectively. Restricted Stock Unit Net Share Settlements During the nine months ended September 30, 2018 and 2017, the Company repurchased 109,666 and 121,384 shares, respectively of common stock surrendered to the Company to satisfy tax withholding obligations in connection with the vesting of RSUs issued to employees. |
Balance Sheet Components
Balance Sheet Components | 9 Months Ended |
Sep. 30, 2018 | |
Statement Of Financial Position [Abstract] | |
Balance Sheet Components | 6. Balance Sheet Components The Company’s inventories are stated at the lower of cost or net realizable value. Inventories consist of (in thousands): September 30, December 31, 2018 2017 Raw materials $ 4,530 $ 3,700 Work-in-progress 7 22 Finished goods 7,436 7,404 Total $ 11,973 $ 11,126 Property and equipment, net consists of (in thousands): September 30, December 31, 2018 2017 Building and leasehold improvements $ 2,050 $ 1,917 Furniture, fixtures and office equipment 1,852 1,771 Plant and machinery 9,026 9,411 Purchased software 2,163 2,050 Construction-in-progress 217 - Total 15,308 15,149 Accumulated depreciation (13,173 ) (13,106 ) Property and equipment, net $ 2,135 $ 2,043 The Company recorded depreciation expense of $0.3 million during each of the three months ended September 30, 2018 and 2017, and $0.9 million and $1.0 million during the nine months ended September 30, 2018 and 2017, respectively. Other accrued expenses and liabilities consist of (in thousands): September 30, December 31, 2018 2017 Accrued professional fees $ 1,205 $ 1,065 Accrued warranties 319 75 Income taxes payable 47 19 Other accrued expenses 1,426 861 Total $ 2,997 $ 2,020 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended |
Sep. 30, 2018 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 7. Goodwill and Intangible Assets Goodwill The following table summarizes the carrying amount of goodwill resulting from the acquisition of 3VR (in thousands): Premises Credentials Identity All Other Total Balance at December 31, 2017 $ — $ — $ — $ — $ — Acquisition of business 5,781 — — — 5,781 Balance at September 30, 2018 $ 5,781 $ — $ — $ — $ 5,781 In accordance with ASC 350, the Company tests goodwill with indefinite lives annually for impairment and assesses whether there are any indicators of impairment on an interim basis. The Company performs interim goodwill impairment reviews between its annual reviews if certain events and circumstances have occurred, including a deterioration in general economic conditions, an increased competitive environment, a change in management, key personnel, strategy or customers, negative or declining cash flows, or a decline in actual or planned revenue or earnings compared with actual and projected results of relevant prior periods. The Company believes the methodology that it uses to review impairment of goodwill, which includes a significant amount of judgment and estimates, provides it with a reasonable basis to determine whether impairment has occurred. However, many of the factors employed in determining whether its goodwill is impaired are outside of its control and it is reasonably likely that assumptions and estimates will change in future periods. These changes in assumptions and estimates could result in future impairments. During the quarter ended September 30, 2018, the Company noted no indicators of goodwill impairment and concluded no further testing necessary. Intangible Assets The following table summarizes the gross carrying amount and accumulated amortization for intangible assets resulting from acquisitions (in thousands): Developed Customer Trademarks Technology Relationships Total Amortization period (in years) 5 10 – 12 4 – 12 Gross carrying amount at December 31, 2017 $ — $ 4,600 $ 10,639 $ 15,239 Accumulated amortization — (3,257 ) (7,617 ) (10,874 ) Intangible assets, net at December 31, 2017 $ — $ 1,343 $ 3,022 $ 4,365 Gross carrying amount at September 30, 2018 $ 400 $ 7,600 $ 13,539 $ 21,539 Accumulated amortization (50 ) (3,779 ) (8,555 ) (12,384 ) Intangible assets, net at September 30, 2018 $ 350 $ 3,821 $ 4,984 $ 9,155 Each period, the Company evaluates the estimated remaining useful lives of its 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 or nine months ended September 30, 2018. The following table illustrates the amortization expense included in the condensed consolidated statements of operations for the three and nine months ended September 30, 2018 and 2017, respectively (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2018 2017 2018 2017 Cost of revenue $ 186 $ 112 $ 522 $ 336 Selling and marketing 345 252 988 756 Total $ 531 $ 364 $ 1,510 $ 1,092 The estimated annual future amortization expense for purchased intangible assets with definite lives as of September 30, 2018 is as follows (in thousands): 2018 (remaining three months) $ 532 2019 2,125 2020 2,125 2021 670 2022 670 Thereafter 3,033 Total $ 9,155 |
Long-Term Payment Obligation
Long-Term Payment Obligation | 9 Months Ended |
Sep. 30, 2018 | |
Related Party Transactions [Abstract] | |
Long-Term Payment Obligation | 8. Long-Term Payment Obligation Hirsch Acquisition – Secure Keyboards and Secure Networks . Prior to the 2009 acquisition of 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 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 and the final payment to Secure Keyboards is due on January 30, 2021. The Company’s payment obligations under the 2009 Settlement Agreement will continue through January 30, 2021, unless the Company elects at any time on or after January 1, 2012 to earlier 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. The Company included $0.1 million and $0.2 million of interest expense during each of the three and nine months ended September 30, 2018, respectively, and $0.1 million and $0.3 million of interest expense during the three and nine months ended September 30, 2017, 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 September 30, 2018 is as follows (in thousands): 2018 (remaining three months) $ 310 2019 1,277 2020 1,422 2021 367 Present value discount factor (230 ) Total 3,146 Less: Current portion - payment obligation (989 ) Long-term payment obligation $ 2,157 |
Financial Liabilities
Financial Liabilities | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Financial Liabilities | 9. Financial Liabilities Financial liabilities consist of (in thousands): September 30, December 31, 2018 2017 Notes payable $ 2,000 $ — Term loan — 5,000 Revolving loan facility 11,321 8,736 Total before discount and debt issuance costs 13,321 13,736 Less: Current portion of notes payable (2,000 ) — Less: Current portion of financial liabilities (11,245 ) (9,829 ) Less: Current portion of unamortized discount and debt issuance costs (76 ) (404 ) Less: Long-term portion of unamortized discount and debt issuance costs — (582 ) Long-term financial liabilities $ — $ 2,921 Bank Term Loan and Revolving Loan Facility On February 8, 2017, the Company entered into Loan and Security Agreements with EWB and VLL7 and VLL8, which provide for a $16.0 million Revolving Loan Facility and a $10.0 million Term Loan Facility, respectively. In connection with the closing of such agreements, the Company repaid all outstanding amounts under its credit agreement with its previous lender. The Revolving Loan Facility, as amended, bears interest at prime rate plus 1.0%, matures and becomes due and payable on February 8, 2019 and includes a non-formula line of credit sublimit of up to $3.0 million. 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. 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 Facility 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. On December 28, 2017, the Company paid down an aggregate principal amount of $5.0 million of the $10.0 million outstanding principal balance of its Term Loan Facility. The Company paid to VLL7 and VLL8 approximately $5.9 million, consisting of $5.0 million in outstanding principal, and $0.9 million of accrued and unpaid interest outstanding at the prepayment date, together with all scheduled interest that would have accrued and been payable through the stated maturity of the Term Loan. As a result, the Company recorded a loss on extinguishment of debt totaling $1.8 million, representing the difference between the reacquisition price of the repaid portion of the Term Loan and the its net carrying amount. On May 31, 2018, the Company paid off the remaining amounts payable under its $10.0 million principal amount term loan under the Loan and Security Agreement with VLL7 and VLL8. The Company was 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 was paid in connection with the Revolving Loan Facility on February 8, 2018. Each of the Revolving Loan Facility and the Term Loan Facility 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, 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 Facility contains customary events of default that entitle 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 Facility, 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. As of September 30, 2018, the Company was in compliance with all financial covenants under the Revolving Loan Facility. The proceeds of the Term Loan and the initial draw under the Revolving Loan Facility, after payment of fees and expenses, were used to repay all outstanding amounts under the credit agreement with the Company’s previous lender. In connection with the repayment, warrants to purchase an aggregate of 400,000 shares of common stock issued to the Company’s previous lender were cancelled. The proceeds of any additional draws under the Revolving Loan Facility will be used for working capital and other general corporate purposes. On February 14, 2018, the Company completed the acquisition of 3VR. As part of the purchase price consideration paid in the acquisition of 3VR, the Company issued subordinated unsecured promissory notes (“notes payable”) in the aggregate principal amount of $2.0 million, with an annual interest rate of 3.0%, payable on the one year anniversary of the closing date. On February 21, 2018, the Company paid 3VR’s lender $3.6 million in full repayment of all indebtedness outstanding of 3VR. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 10. 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. In December 2017, the Tax Cuts and Jobs Act of 2017 (the “Act”) was signed into law making significant changes to the Internal Revenue Code. Changes include, but are not limited to, a corporate tax rate decrease from 35% to 21% effective for tax years after December 31, 2017, the transition of U.S. international taxation from a worldwide tax system to a territorial system, and a one-time transition tax on the mandatory deemed repatriation of cumulative foreign earnings, as of December 31, 2017. As the Company’s previously unremitted earnings have now been subjected to U.S. federal income tax, any repatriation of these earnings to the U.S. would not be expected to incur significant additional taxes related to such amounts. The Company continues to assert that its foreign earnings are indefinitely reinvested in its overseas operations, but in light of the Act, the Company continues to evaluate its position on that assertion. 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 2013. However, if loss carryforwards of tax years prior to 2013 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 | 9 Months Ended |
Sep. 30, 2018 | |
Segment Reporting [Abstract] | |
Segment Reporting and Geographic Information | 11. Segment Reporting and Geographic Information ASC 280, Segment Reporting The Company is organized into four reportable operating segments: 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 Company does not report total assets, capital expenditures or operating expenses by operating segment as such information is not used by the CODM for purposes of assessing performance or allocating resources. Net revenue and gross profit information by segment for the three and nine months ended September 30, 2018 and 2017 is as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Premises: Net revenue $ 9,364 $ 5,916 $ 25,691 $ 17,058 Gross profit 5,363 3,399 14,336 9,543 Gross profit margin 57 % 57 % 56 % 56 % Identity: Net revenue 3,826 3,421 9,760 10,568 Gross profit 1,337 1,229 3,369 3,667 Gross profit margin 35 % 36 % 35 % 35 % Credentials: Net revenue 6,832 6,095 21,393 16,035 Gross profit 1,784 1,233 5,440 4,026 Gross profit margin 26 % 20 % 25 % 25 % All Other: Net revenue — — — 3 Gross profit — — — 5 Gross profit margin — — — 167 % Total: Net revenue 20,022 15,432 56,844 43,664 Gross profit 8,484 5,861 23,145 17,241 Gross profit margin 42 % 38 % 41 % 39 % Operating expenses: Research and development 1,860 1,597 5,384 4,584 Selling and marketing 3,915 3,448 12,176 10,142 General and administrative 2,641 1,247 7,952 5,119 Restructuring and severance 223 (49 ) 591 (49 ) Total operating expenses: 8,639 6,243 26,103 19,796 Loss from operations (155 ) (382 ) (2,958 ) (2,555 ) Non-operating income (expense): Interest expense, net (291 ) (643 ) (1,239 ) (1,995 ) (Loss) gain on extinguishment of debt, net — — (1,369 ) 977 Foreign currency gains (losses), net 200 (51 ) 354 (202 ) Loss before income taxes and noncontrolling interest $ (246 ) $ (1,076 ) $ (5,212 ) $ (3,775 ) Geographic net revenue is based on the customer’s ship-to location. Information regarding net revenue by geographic region for the three and nine months ended September 30, 2018 and 2017 is as follows (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2018 2017 2018 2017 Americas $ 15,035 $ 10,291 $ 44,172 $ 28,894 Europe and the Middle East 2,161 1,771 6,992 5,767 Asia-Pacific 2,826 3,370 5,680 9,003 Total $ 20,022 $ 15,432 $ 56,844 $ 43,664 Revenues: Americas 75 % 67 % 78 % 66 % Europe and the Middle East 11 % 11 % 12 % 13 % Asia-Pacific 14 % 22 % 10 % 21 % Total 100 % 100 % 100 % 100 % Long-lived assets by geographic location as of September 30, 2018 and December 31, 2017 are as follows (in thousands): September 30, December 31, 2018 2017 Property and equipment, net: Americas $ 1,106 $ 868 Europe and the Middle East 50 89 Asia-Pacific 979 1,086 Total property and equipment, net $ 2,135 $ 2,043 |
Restructuring and Severance
Restructuring and Severance | 9 Months Ended |
Sep. 30, 2018 | |
Restructuring And Related Activities [Abstract] | |
Restructuring and Severance | 12. Restructuring and Severance On February 14, 2018, the Company acquired 3VR. As a result of the acquisition, in the three and nine months ended September 30, 2018, the Company incurred restructuring and severance expenses of $0.2 million and $0.6 million, respectively, consisting of facility rental related costs of $0.1 million and $0.3 million, respectively, and severance related costs of $0.1 million and $0.3 million, respectively. In the first quarter of 2018, the Company engaged a property management firm to actively market and search for a tenant to sublease the newly acquired 3VR office facility in San Francisco, California. In the third quarter of 2018, the Company entered into an agreement with a tenant to sublease the entire facility over the remaining term of the original lease. In the three and nine months ended September 30, 2017, the Company recorded a credit resulting from actual expenditures being less than originally accrued associated with the worldwide restructuring plan implemented in the first quarter of 2016. Restructuring and severance activities during the nine months ended September 30, 2018 and 2017 were as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Balance at beginning of period $ — $ — $ 237 Restructuring expense incurred for the period 223 (49 ) 591 (49 ) Payments and non-cash item adjustment during the period (223 ) 49 (591 ) (188 ) Balance at end of period $ — $ — $ — $ — |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2018 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 13. Commitments and Contingencies The following table summarizes the Company’s principal contractual commitments as of September 30, 2018 (in thousands): Operating Leases (a) Purchase Commitments Other Contractual Commitments Total 2018 (remaining three months) $ 498 $ 10,535 $ 91 $ 11,124 2019 1,979 4,035 33 6,047 2020 1,782 450 — 2,232 2021 1,357 450 — 1,807 2022 1,133 450 — 1,583 Thereafter — — — — Total $ 6,749 $ 15,920 $ 124 $ 22,793 (a) Operating lease payments have not been reduced by sublease rentals of $2.8 million due in the future under noncancelable subleases. 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. |
Subsequent Event
Subsequent Event | 9 Months Ended |
Sep. 30, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Event | 14. Subsequent Event On November 1, 2018, the Company completed the acquisition of Thursby Software Systems, Inc.(“TSS”), pursuant to an Agreement and Plan of Merger (the “Merger Agreement”). Under the terms of the Merger Agreement, at the closing of the acquisition, the Company was obligated to pay aggregate consideration of approximately $3.1 million, consisting of (i) approximately $0.6 million in cash, net of cash acquired, and (ii) the issuance of shares of the Company’s common stock with a value of approximately $2.5 million. An aggregate of $0.5 million of the Company’s common stock issuable at the closing of the transaction will be held back for 12 months following the closing for the satisfaction of certain indemnification claims. Additionally, in the event that revenue from TSS products is greater than $8.0 million, $11.0 million, or $15.0 million in product shipments in 2019, the Company will be obligated to issue earn-out consideration of up to a maximum of $7.5 million payable in shares of the Company’s common stock, subject to certain conditions. In the event that such revenue is less than $15.0 million in 2019, but 2020 revenue from TSS products exceeds $15.0 million, the Company will be obligated to issue an additional $2.5 million in earn-out consideration payable in shares of the Company’s common stock. The maximum total earn-out consideration payable for all periods is $7.5 million in the aggregate, payable in shares of the Company’s common stock. |
Organization and Summary of S_2
Organization and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Reclassifications | Reclassifications — Certain reclassifications have been made to the fiscal year 2017 financial statements to conform to the fiscal year 2018 presentation. The reclassifications had no impact on net loss, total assets, or stockholders’ equity. |
Concentration of Credit Risk | Concentration of Credit Risk — No customer represented more than 10% of net revenue for either of the three or nine months ended September 30, 2018 or 2017. No customer represented 10% or more of the Company’s accounts receivable balance at September 30, 2018 or December 31, 2017. |
Business Combinations | Business Combinations — Business combinations are accounted for at fair value under the purchase method of accounting. Acquisition costs are expensed as incurred and recorded in general and administrative expenses and changes in deferred tax asset valuation allowances and income tax uncertainties after the acquisition date affect income tax expense. The accounting for business combinations requires estimates and judgment as to expectations for future cash flows of the acquired business, and the allocation of those cash flows to identifiable intangible assets, in determining the estimated fair value for assets acquired and liabilities assumed. The fair values assigned to tangible and intangible assets acquired and liabilities assumed are based on management’s estimates and assumptions, as well as other information compiled by management, including valuations that utilize customary valuation procedures and techniques. If the actual results differ from the estimates and judgments used in these estimates, the amounts recorded in the condensed consolidated financial statements could result in a possible impairment of the intangible assets and goodwill, or require acceleration of the amortization expense of finite-lived intangible assets. In circumstances where an acquisition involves a contingent consideration arrangement that meets the definition of a liability under the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, Distinguishing Liabilities from Equity Results of operations and cash flows of acquired companies are included in the Company’s operating results from the date of acquisition. |
Intangible Assets | Intangible Assets — Amortizable intangible assets include trademarks, developed technology and customer relationships acquired as part of business combinations. Intangible assets subject to amortization are amortized using the straight-line method over their estimated useful lives ranging from four to twelve years and are reviewed for impairment in accordance with ASC 360, |
Goodwill | Goodwill — In accordance with ASC 350, (“ASC 350”), the Company’s goodwill is not amortized but is tested for impairment on an annual basis or whenever events or changes in circumstances indicate that the carrying amount of these assets may not be recoverable. In testing for goodwill impairment, the Company compares the fair value of its reporting unit to its carrying value including the goodwill of that unit. If the carrying value, including goodwill, exceeds the reporting unit’s fair value, the Company will recognize an impairment loss for the amount by which the carrying amount exceeds the reporting unit’s fair value. The loss recognized cannot exceed the total amount of goodwill allocated to that reporting unit. |
Research and Development | Research and Development — Costs to research, design, and develop the Company’s products are expensed as incurred and consist primarily of employee compensation and fees for the development of prototype products. Software development costs are capitalized beginning when a product’s technological feasibility has been established and ending when a product is available for general release to customers. Generally, the Company’s products are released soon after technological feasibility has been established. Costs incurred subsequent to achieving technological feasibility have not been significant and generally have been expensed as incurred. At September 30, 2018, the amount of capitalized software development costs totaled $ 386,000 and is included in other assets in the accompanying condensed consolidated balance sheet. Software development costs capitalized in 2017 totaled $401,000. No software development costs were capitalized in 2018. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that the Company adopts as of the specified effective date. Unless otherwise discussed, the Company does not believe that the impact of recently issued standards that are not yet effective will have a material impact on its financial position or results of operations upon adoption. In March 2016, the 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 were recorded as a result of the adoption and there was no change to accumulated deficit with respect to previously unrecognized excess tax benefits. The Company elected 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 Leases (Topic 842): Targeted Improvements In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment Recently Adopted Accounting Pronouncements In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers Revenue Recognition The Company adopted Topic 606 on January 1, 2018 using the modified retrospective transition method. Under this method, the Company evaluated contracts that were in effect at the beginning of fiscal 2018 as if those contracts had been accounted for under Topic 606. Under the modified retrospective transition approach, periods prior to the adoption date were not adjusted and continue to be reported in accordance with historical, pre-Topic 606 accounting. On the adoption date, a cumulative catch up adjustment was recorded to beginning retained earnings to reflect the impact of all existing arrangements under Topic 606. T he Company increased retained earnings and decreased deferred revenue by approximately $2,000 for an uncompleted software development and technical support services contract with a customer. Under Topic 605 accounting, since the Company The Company does not expect the impact of the adoption of Topic 606 to be material to its annual revenue and net income on an ongoing basis. Revenue generated under Topic 606 is expected to be materially comparable to revenue recognized under Topic 605 in fiscal 2018 primarily due to the elimination of deferred revenue associated with the product development services discussed above that, under Topic 605, would have continued to be recognized into revenue in 2018 and 2019, offset by an increase in the revenue recognized related to the amount and timing of technical support services provided in the contract discussed above. The actual effects on revenue recognized for the nine months ended September 30, 2018 are reported in the table below. No incremental sales commission costs or other costs related to obtaining customer contracts were capitalized at the adoption date as they were immaterial. The timing of revenue recognition for hardware and professional services is expected to remain substantially unchanged. The Company’s overall mix of revenue recognized at a point in time versus over time is expected to increase in the future due to the intended growth and expansion of its services offerings. For the three and nine months ended September 30, 2018, approximately 94% and 95%, respectively, of the Company’s revenue was recognizable on delivery and 6% and 5%, respectively, over time . The following table summarizes the effects of adopting Topic 606 on the Company’s condensed consolidated balance sheet as of September 30, 2018 (in thousands): Balance at December 31, 2017 Adjustments Balance at January 1, 2018 Deferred revenue $ 1,090 $ (2 ) $ 1,088 Accumulated deficit (399,647 ) 2 (399,645 ) The following table summarizes the effects of adopting Topic 606 on the Company’s condensed consolidated statement of operations for the nine months ended September 30, 2018 (in thousands, except per share amounts): As Reported Under Topic 606 Adjustments Balance Under Prior GAAP Net revenue $ 56,844 $ 1 $ 56,845 Cost of revenue 33,699 — 33,699 Operating expenses 26,103 — 26,103 Provision for income taxes (121 ) — (121 ) Net loss (5,338 ) 1 (5,337 ) Basic and diluted net loss per share (0.34 ) — (0.34 ) The adoption of Topic 606 had no impact on the Company’s net cash provided by operating activities, net cash used in investing activities or net cash used in financing activities. |
Organization and Summary of S_3
Organization and Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Topic 606 | |
Summary of Effects of Adopting Topic 606 on Condensed Consolidated Balance Sheet and Operations | The following table summarizes the effects of adopting Topic 606 on the Company’s condensed consolidated balance sheet as of September 30, 2018 (in thousands): Balance at December 31, 2017 Adjustments Balance at January 1, 2018 Deferred revenue $ 1,090 $ (2 ) $ 1,088 Accumulated deficit (399,647 ) 2 (399,645 ) The following table summarizes the effects of adopting Topic 606 on the Company’s condensed consolidated statement of operations for the nine months ended September 30, 2018 (in thousands, except per share amounts): As Reported Under Topic 606 Adjustments Balance Under Prior GAAP Net revenue $ 56,844 $ 1 $ 56,845 Cost of revenue 33,699 — 33,699 Operating expenses 26,103 — 26,103 Provision for income taxes (121 ) — (121 ) Net loss (5,338 ) 1 (5,337 ) Basic and diluted net loss per share (0.34 ) — (0.34 ) |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Revenue From Contract With Customer [Abstract] | |
Schedule of Performance Obligation | Performance Obligation When Performance Obligation is Typically Satisfied When Payment is Typically Due How Standalone Selling Price is Typically Estimated Hardware products When customer obtains control of the product (point-in-time) Within 30-60 days of shipment Observable in transactions without multiple performance obligations Software licenses When license is delivered to customer or made available for download, and the applicable license period has begun (point-in-time) Within 30-60 days of the beginning of license period Established pricing practices for software licenses bundled with software maintenance, which are separately observable in renewal transactions Professional services As services are performed and/or when contract is fulfilled (point-in-time) Within 30-60 days of delivery Observable in transactions without multiple performance obligations Software maintenance and support services Ratably over the course of the support contract (over time) Within 30-60 days of the beginning of the contract period Observable in renewal transactions Extended hardware warranties Ratably over the course of the support contract (over time) Within 30-60 days of the beginning of the contract period Observable in renewal transactions |
Total Net Sales Based on Disaggregation Criteria | Total net sales based on the disaggregation criteria described above are as follows (in thousands): Three Months Ended September 30, 2018 2017 (1) Point-in- Time Over Time Total Point-in- Time Over Time Total Americas $ 13,930 $ 1,105 $ 15,035 $ 9,960 $ 331 $ 10,291 Europe and the Middle East 2,117 44 2,161 1,771 — 1,771 Asia-Pacific 2,803 23 2,826 3,370 — 3,370 Total $ 18,850 $ 1,172 $ 20,022 $ 15,101 $ 331 $ 15,432 Nine Months Ended September 30, 2018 2017 (1) Point-in- Time Over Time Total Point-in- Time Over Time Total Americas $ 41,150 $ 3,022 $ 44,172 $ 27,893 $ 1,001 $ 28,894 Europe and the Middle East 6,921 71 6,992 5,741 26 5,767 Asia-Pacific 5,657 23 5,680 9,003 — 9,003 Total $ 53,728 $ 3,116 $ 56,844 $ 42,637 $ 1,027 $ 43,664 (1) As discussed in Note 1, prior periods have not been adjusted for the adoption of Topic 606. |
Changes in Deferred Revenue | Changes in deferred revenue during the nine months ended September 30, 2018 were as follows (in thousands): Amount Deferred revenue at December 31, 2017 $ 1,090 Impact of adoption of Topic 606 (2 ) Deferred revenue at January 1, 2018 1,088 Fair value of deferred revenue acquired in acquisition, net of recognition 1,693 Deferral of revenue billed in current period, net of recognition 1,557 Recognition of revenue deferred in prior periods (847 ) Balance as of September 30, 2018 $ 3,491 |
Business Combinations (Tables)
Business Combinations (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Business Combinations [Abstract] | |
Summary of Fair Values of Assets Acquired and Liabilities Assumed at Acquisition | The following table summarizes the fair values of assets acquired and liabilities assumed at the date of acquisition (in thousands): Cash $ 195 Accounts receivable 2,029 Inventory 257 Prepaid expenses and other current assets 169 Property and equipment 334 Trademarks 400 Customer relationships 2,900 Developed technology 3,000 Total identifiable assets acquired 9,284 Accounts payable (1,590 ) Accrued expenses and liabilities (711 ) Deferred revenue (2,928 ) Debt (3,622 ) Total liabilities assumed (8,851 ) Net identifiable assets acquired 433 Goodwill 5,781 Purchase price $ 6,214 |
Summary of Acquisition Related Finite-lived Intangibles and Estimated Lives | Acquisition related intangibles included in the above table are finite-lived and are being amortized on a straight-line basis over their estimated lives, which approximates the pattern in which the economic benefits of the intangible assets are expected to be realized, as follows (in thousands): Gross Purchased Intangible Assets Estimated Useful Life (in Years) Trademarks $ 400 5 Customer relationships 2,900 10 Developed technology 3,000 10 $ 6,300 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Equity [Abstract] | |
Summary of Outstanding Warrants Issued by Company | Below is the summary of outstanding warrants issued by the Company as of September 30, 2018: 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 Total 765,000 |
Summary of Activity under Stock-Based Compensation Plans | A summary of activity for the Company’s stock option plans for the nine months ended September 30, 2018 follows: Number Outstanding Average Exercise Price per Share Weighted Average Remaining Contractual Term (Years) Average Intrinsic Value Balance at December 31, 2017 672,441 $ 6.28 — $ — Granted — — Cancelled or Expired (47,970 ) 11.56 Exercised (2,500 ) 5.20 Balance at September 30, 2018 621,971 $ 5.87 6.93 $ 721,856 Vested or expected to vest at September 30, 2018 618,324 $ 5.88 6.93 $ 716,020 Exercisable at September 30, 2018 510,856 $ 6.20 6.77 $ 544,072 |
Summary Information about Options Outstanding | The following table summarizes information about options outstanding as of September 30, 2018: 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 - $7.20 472,810 7.50 $ 4.47 361,695 $ 4.50 $7.50 - $11.30 127,415 5.39 9.42 127,415 9.42 $12.00 - $19.70 17,396 3.73 13.66 17,396 13.66 $21.70 - $24.20 4,350 2.93 23.27 4,350 23.27 $4.36 - $24.20 621,971 6.93 $ 5.87 510,856 $ 6.20 |
Summary of Restricted Stock Unit (RSU) Activity | The following is a summary of restricted stock unit (“RSU”) activity for the nine months ended September 30, 2018: Number of RSUs Weighted Average Fair Value Unvested at December 31, 2017 1,460,044 $ 3.08 Granted 710,763 4.02 Vested (457,345 ) 3.60 Forfeited (258,417 ) 2.67 Unvested at September 30, 2018 1,455,045 $ 3.45 Shares vested but not released 372,018 $ 3.07 |
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 and nine months ended September 30, 2018 and 2017 (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2018 2017 2018 2017 Cost of revenue $ 22 $ 24 $ 63 $ 71 Research and development 125 130 397 361 Selling and marketing 171 193 519 463 General and administrative 385 317 1,008 1,021 Total $ 703 $ 664 $ 1,987 $ 1,916 |
Schedule of Common Stock Reserved for Future Issuance | Common stock reserved for future issuance as of September 30, 2018 was as follows: Exercise of outstanding stock options, vesting of RSUs, and issuance of RSUs vested but not released 2,449,034 ESPP 293,888 Shares of common stock available for grant under the 2011 Plan 672,223 Noncontrolling interest in Bluehill ID AG 10,355 Warrants to purchase common stock 765,000 Shares of common stock issuable on conversion of Series B Preferred Stock 5,000,000 Total 9,190,500 |
Common Stock Equivalents Excluded from Diluted Net loss Per Share | The following common stock equivalents have been excluded from diluted net loss per share for the nine months ended September 30, 2018 and 2017 because their inclusion would be anti-dilutive: Nine Months Ended September 30, 2018 2017 Shares of common stock subject to outstanding RSUs 1,455,045 1,698,900 Shares of common stock subject to outstanding options 621,971 675,485 Shares of common stock subject to outstanding warrants 765,000 765,000 Shares of common stock reserved to acquire remaining share of noncontrolling interest 10,355 10,355 Shares of common stock issuable upon conversion of Series B Preferred Stock 5,000,000 — Total 7,852,371 3,149,740 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Statement Of Financial Position [Abstract] | |
Inventories | The Company’s inventories are stated at the lower of cost or net realizable value. Inventories consist of (in thousands): September 30, December 31, 2018 2017 Raw materials $ 4,530 $ 3,700 Work-in-progress 7 22 Finished goods 7,436 7,404 Total $ 11,973 $ 11,126 |
Property and Equipment, Net | Property and equipment, net consists of (in thousands): September 30, December 31, 2018 2017 Building and leasehold improvements $ 2,050 $ 1,917 Furniture, fixtures and office equipment 1,852 1,771 Plant and machinery 9,026 9,411 Purchased software 2,163 2,050 Construction-in-progress 217 - Total 15,308 15,149 Accumulated depreciation (13,173 ) (13,106 ) Property and equipment, net $ 2,135 $ 2,043 |
Other Accrued Expenses and Liabilities | Other accrued expenses and liabilities consist of (in thousands): September 30, December 31, 2018 2017 Accrued professional fees $ 1,205 $ 1,065 Accrued warranties 319 75 Income taxes payable 47 19 Other accrued expenses 1,426 861 Total $ 2,997 $ 2,020 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
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): Developed Customer Trademarks Technology Relationships Total Amortization period (in years) 5 10 – 12 4 – 12 Gross carrying amount at December 31, 2017 $ — $ 4,600 $ 10,639 $ 15,239 Accumulated amortization — (3,257 ) (7,617 ) (10,874 ) Intangible assets, net at December 31, 2017 $ — $ 1,343 $ 3,022 $ 4,365 Gross carrying amount at September 30, 2018 $ 400 $ 7,600 $ 13,539 $ 21,539 Accumulated amortization (50 ) (3,779 ) (8,555 ) (12,384 ) Intangible assets, net at September 30, 2018 $ 350 $ 3,821 $ 4,984 $ 9,155 |
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 and nine months ended September 30, 2018 and 2017, respectively (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2018 2017 2018 2017 Cost of revenue $ 186 $ 112 $ 522 $ 336 Selling and marketing 345 252 988 756 Total $ 531 $ 364 $ 1,510 $ 1,092 |
Estimated Future Amortization Expense of Purchased Intangible Assets with Definite Lives | The estimated annual future amortization expense for purchased intangible assets with definite lives as of September 30, 2018 is as follows (in thousands): 2018 (remaining three months) $ 532 2019 2,125 2020 2,125 2021 670 2022 670 Thereafter 3,033 Total $ 9,155 |
3VR | |
Summary of Carrying Amount of Goodwill Resulting from Acquisition of 3VR | The following table summarizes the carrying amount of goodwill resulting from the acquisition of 3VR (in thousands): Premises Credentials Identity All Other Total Balance at December 31, 2017 $ — $ — $ — $ — $ — Acquisition of business 5,781 — — — 5,781 Balance at September 30, 2018 $ 5,781 $ — $ — $ — $ 5,781 |
Long-Term Payment Obligation (T
Long-Term Payment Obligation (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Related Party Transactions [Abstract] | |
Payment Obligations To Former Related Party Liability | The ongoing payment obligation in connection with the Hirsch acquisition as of September 30, 2018 is as follows (in thousands): 2018 (remaining three months) $ 310 2019 1,277 2020 1,422 2021 367 Present value discount factor (230 ) Total 3,146 Less: Current portion - payment obligation (989 ) Long-term payment obligation $ 2,157 |
Financial Liabilities (Tables)
Financial Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Summary of Financial Liabilities | Financial liabilities consist of (in thousands): September 30, December 31, 2018 2017 Notes payable $ 2,000 $ — Term loan — 5,000 Revolving loan facility 11,321 8,736 Total before discount and debt issuance costs 13,321 13,736 Less: Current portion of notes payable (2,000 ) — Less: Current portion of financial liabilities (11,245 ) (9,829 ) Less: Current portion of unamortized discount and debt issuance costs (76 ) (404 ) Less: Long-term portion of unamortized discount and debt issuance costs — (582 ) Long-term financial liabilities $ — $ 2,921 |
Segment Reporting and Geograp_2
Segment Reporting and Geographic Information (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Segment Reporting [Abstract] | |
Information Regarding Net Revenue and Gross Profit by Segment | Net revenue and gross profit information by segment for the three and nine months ended September 30, 2018 and 2017 is as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Premises: Net revenue $ 9,364 $ 5,916 $ 25,691 $ 17,058 Gross profit 5,363 3,399 14,336 9,543 Gross profit margin 57 % 57 % 56 % 56 % Identity: Net revenue 3,826 3,421 9,760 10,568 Gross profit 1,337 1,229 3,369 3,667 Gross profit margin 35 % 36 % 35 % 35 % Credentials: Net revenue 6,832 6,095 21,393 16,035 Gross profit 1,784 1,233 5,440 4,026 Gross profit margin 26 % 20 % 25 % 25 % All Other: Net revenue — — — 3 Gross profit — — — 5 Gross profit margin — — — 167 % Total: Net revenue 20,022 15,432 56,844 43,664 Gross profit 8,484 5,861 23,145 17,241 Gross profit margin 42 % 38 % 41 % 39 % Operating expenses: Research and development 1,860 1,597 5,384 4,584 Selling and marketing 3,915 3,448 12,176 10,142 General and administrative 2,641 1,247 7,952 5,119 Restructuring and severance 223 (49 ) 591 (49 ) Total operating expenses: 8,639 6,243 26,103 19,796 Loss from operations (155 ) (382 ) (2,958 ) (2,555 ) Non-operating income (expense): Interest expense, net (291 ) (643 ) (1,239 ) (1,995 ) (Loss) gain on extinguishment of debt, net — — (1,369 ) 977 Foreign currency gains (losses), net 200 (51 ) 354 (202 ) Loss before income taxes and noncontrolling interest $ (246 ) $ (1,076 ) $ (5,212 ) $ (3,775 ) |
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 and nine months ended September 30, 2018 and 2017 is as follows (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2018 2017 2018 2017 Americas $ 15,035 $ 10,291 $ 44,172 $ 28,894 Europe and the Middle East 2,161 1,771 6,992 5,767 Asia-Pacific 2,826 3,370 5,680 9,003 Total $ 20,022 $ 15,432 $ 56,844 $ 43,664 Revenues: Americas 75 % 67 % 78 % 66 % Europe and the Middle East 11 % 11 % 12 % 13 % Asia-Pacific 14 % 22 % 10 % 21 % Total 100 % 100 % 100 % 100 % |
Long-Lived Assets by Geographic Location | Long-lived assets by geographic location as of September 30, 2018 and December 31, 2017 are as follows (in thousands): September 30, December 31, 2018 2017 Property and equipment, net: Americas $ 1,106 $ 868 Europe and the Middle East 50 89 Asia-Pacific 979 1,086 Total property and equipment, net $ 2,135 $ 2,043 |
Restructuring and Severance (Ta
Restructuring and Severance (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Restructuring And Related Activities [Abstract] | |
Restructuring and Severance | Restructuring and severance activities during the nine months ended September 30, 2018 and 2017 were as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Balance at beginning of period $ — $ — $ 237 Restructuring expense incurred for the period 223 (49 ) 591 (49 ) Payments and non-cash item adjustment during the period (223 ) 49 (591 ) (188 ) Balance at end of period $ — $ — $ — $ — |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Commitments And Contingencies Disclosure [Abstract] | |
Summary of Principal Contractual Obligations | The following table summarizes the Company’s principal contractual commitments as of September 30, 2018 (in thousands): Operating Leases (a) Purchase Commitments Other Contractual Commitments Total 2018 (remaining three months) $ 498 $ 10,535 $ 91 $ 11,124 2019 1,979 4,035 33 6,047 2020 1,782 450 — 2,232 2021 1,357 450 — 1,807 2022 1,133 450 — 1,583 Thereafter — — — — Total $ 6,749 $ 15,920 $ 124 $ 22,793 (a) Operating lease payments have not been reduced by sublease rentals of $2.8 million due in the future under noncancelable subleases. |
Organization and Summary of S_4
Organization and Summary of Significant Accounting Policies - Additional Information (Detail) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2018USD ($)Customer | Sep. 30, 2017Customer | Sep. 30, 2018USD ($)Customer | Sep. 30, 2017Customer | Dec. 31, 2017USD ($)Customer | Jan. 01, 2018USD ($) | |
Accounting Policies [Line Items] | ||||||
Number of major customer represented stated percentage of total net revenue | Customer | 0 | 0 | 0 | 0 | ||
Number of customers who accounted for 10% or more of accounts receivable balance | Customer | 0 | 0 | ||||
Concentration Risk, Customer | No customer represented more than 10% of net revenue for either of the three or nine months ended September 30, 2018 or 2017. No customer represented 10% or more of the Company’s accounts receivable balance at September 30, 2018 or December 31, 2017. | |||||
Capitalized software development costs | $ 386,000 | $ 386,000 | ||||
Software development costs capitalized in period | 0 | $ 401,000 | ||||
Accumulated deficit | (404,983,000) | (404,983,000) | (399,647,000) | |||
Deferred Revenue | $ 2,265,000 | $ 2,265,000 | $ 900,000 | |||
Topic 606 | ||||||
Accounting Policies [Line Items] | ||||||
Accumulated deficit | $ (399,645,000) | |||||
Capitalized incremental sales commision costs or other costs | 0 | |||||
Topic 606 | On Delivery | ||||||
Accounting Policies [Line Items] | ||||||
Percentage of revenue recognized | 94.00% | 95.00% | ||||
Topic 606 | Over Time | ||||||
Accounting Policies [Line Items] | ||||||
Percentage of revenue recognized | 6.00% | 5.00% | ||||
Topic 606 | Adjustments | ||||||
Accounting Policies [Line Items] | ||||||
Accumulated deficit | 2,000 | |||||
Deferred Revenue | $ (2,000) | |||||
Minimum | ||||||
Accounting Policies [Line Items] | ||||||
Estimated useful lives of intangible asset | 4 years | |||||
Maximum | ||||||
Accounting Policies [Line Items] | ||||||
Estimated useful lives of intangible asset | 12 years |
Summary of Effects of Adopting
Summary of Effects of Adopting Topic 606 on Condensed Consolidated Balance Sheet (Detail) - USD ($) | Sep. 30, 2018 | Jan. 01, 2018 | Dec. 31, 2017 |
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||
Deferred revenue | $ 3,491,000 | $ 1,090,000 | |
Accumulated deficit | $ (404,983,000) | $ (399,647,000) | |
Topic 606 | |||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||
Deferred revenue | $ 1,088,000 | ||
Accumulated deficit | (399,645,000) | ||
Topic 606 | Adjustments | |||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||
Deferred revenue | (2,000) | ||
Accumulated deficit | $ 2,000 |
Summary of Effects of Adoptin_2
Summary of Effects of Adopting Topic 606 on Condensed Consolidated Statement of Operations (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | ||||
Net revenue | $ 20,022 | $ 15,432 | $ 56,844 | $ 43,664 |
Cost of revenue | 11,538 | 9,571 | 33,699 | 26,423 |
Operating expenses | 8,639 | 6,243 | 26,103 | 19,796 |
Income tax (provision) benefit | (41) | 42 | (121) | 161 |
Net loss | $ (287) | $ (1,032) | $ (5,338) | $ (3,622) |
Basic and diluted net loss per share attributable to Identiv, Inc. | $ (0.02) | $ (0.07) | $ (0.34) | $ (0.28) |
Topic 606 | Adjustments | ||||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | ||||
Net revenue | $ 1 | |||
Net loss | 1 | |||
Topic 606 | Balance Under Prior GAAP | ||||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | ||||
Net revenue | 56,845 | |||
Cost of revenue | 33,699 | |||
Operating expenses | 26,103 | |||
Income tax (provision) benefit | (121) | |||
Net loss | $ (5,337) | |||
Basic and diluted net loss per share attributable to Identiv, Inc. | $ (0.34) |
Revenue - Additional Informatio
Revenue - Additional Information (Detail) $ in Millions | 9 Months Ended |
Sep. 30, 2018USD ($)Segment | |
Revenue From Contract With Customer [Line Items] | |
Number of operating segments | Segment | 4 |
Remaining performance obligations | $ | $ 2.1 |
Revenue, practical expedient, unsatisfied performance obligations non disclosure | true |
Revenue, practical expedient, time value of money for contracts consideration | false |
Minimum | |
Revenue From Contract With Customer [Line Items] | |
Payment period from contract inception | 30 days |
Maximum | |
Revenue From Contract With Customer [Line Items] | |
Payment period from contract inception | 90 days |
Hardware Products | Minimum | |
Revenue From Contract With Customer [Line Items] | |
Payment period, after shipment | 30 days |
Hardware Products | Maximum | |
Revenue From Contract With Customer [Line Items] | |
Payment period, after shipment | 60 days |
Software Licenses | Minimum | |
Revenue From Contract With Customer [Line Items] | |
Payment period, after shipment | 30 days |
Contract period | 1 year |
Software Licenses | Maximum | |
Revenue From Contract With Customer [Line Items] | |
Payment period, after shipment | 60 days |
Contract period | 3 years |
Software Maintenance and Support Services | Minimum | |
Revenue From Contract With Customer [Line Items] | |
Payment period, after shipment | 30 days |
Contract period | 1 year |
Software Maintenance and Support Services | Maximum | |
Revenue From Contract With Customer [Line Items] | |
Payment period, after shipment | 60 days |
Contract period | 3 years |
Extended Hardware Warranties | Minimum | |
Revenue From Contract With Customer [Line Items] | |
Payment period, after shipment | 30 days |
Contract period | 1 year |
Extended Hardware Warranties | Maximum | |
Revenue From Contract With Customer [Line Items] | |
Payment period, after shipment | 60 days |
Contract period | 2 years |
Schedule of Performance Obligat
Schedule of Performance Obligation (Detail) | 9 Months Ended |
Sep. 30, 2018 | |
Hardware Products | |
Revenue Recognition Multiple Deliverable Arrangements [Line Items] | |
Performance Obligation | Hardware products |
When Performance Obligation is Typically Satisfied | When customer obtains control of the product (point-in-time) |
When Payment is Typically Due | Within 30-60 days of shipment |
How Standalone Selling Price is Typically Estimated | Observable in transactions without multiple performance obligations |
Software Licenses | |
Revenue Recognition Multiple Deliverable Arrangements [Line Items] | |
Performance Obligation | Software licenses |
When Performance Obligation is Typically Satisfied | When license is delivered to customer or made available for download, and the applicable license period has begun (point-in-time) |
When Payment is Typically Due | Within 30-60 days of the beginning of license period |
How Standalone Selling Price is Typically Estimated | Established pricing practices for software licenses bundled with software maintenance, which are separately observable in renewal transactions |
Professional Services | |
Revenue Recognition Multiple Deliverable Arrangements [Line Items] | |
Performance Obligation | Professional services |
When Performance Obligation is Typically Satisfied | As services are performed and/or when contract is fulfilled (point-in-time) |
When Payment is Typically Due | Within 30-60 days of delivery |
How Standalone Selling Price is Typically Estimated | Observable in transactions without multiple performance obligations |
Software Maintenance and Support Services | |
Revenue Recognition Multiple Deliverable Arrangements [Line Items] | |
Performance Obligation | Software maintenance and support services |
When Performance Obligation is Typically Satisfied | Ratably over the course of the support contract (over time) |
When Payment is Typically Due | Within 30-60 days of the beginning of the contract period |
How Standalone Selling Price is Typically Estimated | Observable in renewal transactions |
Extended Hardware Warranties | |
Revenue Recognition Multiple Deliverable Arrangements [Line Items] | |
Performance Obligation | Extended hardware warranties |
When Performance Obligation is Typically Satisfied | Ratably over the course of the support contract (over time) |
When Payment is Typically Due | Within 30-60 days of the beginning of the contract period |
How Standalone Selling Price is Typically Estimated | Observable in renewal transactions |
Schedule of Performance Oblig_2
Schedule of Performance Obligation (Parenthetical) (Detail) | 9 Months Ended |
Sep. 30, 2018 | |
Hardware Products | Minimum | |
Revenue Recognition Multiple Deliverable Arrangements [Line Items] | |
Payment period, after shipment | 30 days |
Hardware Products | Maximum | |
Revenue Recognition Multiple Deliverable Arrangements [Line Items] | |
Payment period, after shipment | 60 days |
Software Licenses | Minimum | |
Revenue Recognition Multiple Deliverable Arrangements [Line Items] | |
Payment period, after shipment | 30 days |
Software Licenses | Maximum | |
Revenue Recognition Multiple Deliverable Arrangements [Line Items] | |
Payment period, after shipment | 60 days |
Professional Services | Minimum | |
Revenue Recognition Multiple Deliverable Arrangements [Line Items] | |
Payment period, after shipment | 30 days |
Professional Services | Maximum | |
Revenue Recognition Multiple Deliverable Arrangements [Line Items] | |
Payment period, after shipment | 60 days |
Software Maintenance and Support Services | Minimum | |
Revenue Recognition Multiple Deliverable Arrangements [Line Items] | |
Payment period, after shipment | 30 days |
Software Maintenance and Support Services | Maximum | |
Revenue Recognition Multiple Deliverable Arrangements [Line Items] | |
Payment period, after shipment | 60 days |
Extended Hardware Warranties | Minimum | |
Revenue Recognition Multiple Deliverable Arrangements [Line Items] | |
Payment period, after shipment | 30 days |
Extended Hardware Warranties | Maximum | |
Revenue Recognition Multiple Deliverable Arrangements [Line Items] | |
Payment period, after shipment | 60 days |
Total Net Sales Based on Disagg
Total Net Sales Based on Disaggregation Criteria (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Disaggregation Of Revenue [Line Items] | ||||
Total net sales | $ 20,022 | $ 15,432 | $ 56,844 | $ 43,664 |
Point-in-Time | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total net sales | 18,850 | 15,101 | 53,728 | 42,637 |
Over Time | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total net sales | 1,172 | 331 | 3,116 | 1,027 |
Americas | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total net sales | 15,035 | 10,291 | 44,172 | 28,894 |
Americas | Point-in-Time | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total net sales | 13,930 | 9,960 | 41,150 | 27,893 |
Americas | Over Time | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total net sales | 1,105 | 331 | 3,022 | 1,001 |
Europe and the Middle East | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total net sales | 2,161 | 1,771 | 6,992 | 5,767 |
Europe and the Middle East | Point-in-Time | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total net sales | 2,117 | 1,771 | 6,921 | 5,741 |
Europe and the Middle East | Over Time | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total net sales | 44 | 71 | 26 | |
Asia-Pacific | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total net sales | 2,826 | 3,370 | 5,680 | 9,003 |
Asia-Pacific | Point-in-Time | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total net sales | 2,803 | $ 3,370 | 5,657 | $ 9,003 |
Asia-Pacific | Over Time | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total net sales | $ 23 | $ 23 |
Changes in Deferred Revenue (De
Changes in Deferred Revenue (Detail) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2018 | Jan. 01, 2018 | Dec. 31, 2017 | |
Disaggregation Of Revenue [Line Items] | |||
Deferred revenue | $ 3,491 | $ 1,090 | |
Fair value of deferred revenue acquired in acquisition, net of recognition | 1,693 | ||
Deferral of revenue billed in current period, net of recognition | 1,557 | ||
Recognition of revenue deferred in prior periods | $ (847) | ||
Topic 606 | |||
Disaggregation Of Revenue [Line Items] | |||
Deferred revenue | $ 1,088 | ||
Topic 606 | Impact of Adoption of Topic 606 | |||
Disaggregation Of Revenue [Line Items] | |||
Deferred revenue | $ (2) |
Revenue - Unsatisfied Performan
Revenue - Unsatisfied Performance Obligation - Additional Information (Detail) | Sep. 30, 2018 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2018-10-01 | |
Revenue From Contract With Customer [Line Items] | |
Unsatisfied performance obligations, expected to recognize | 19.00% |
Unsatisfied performance obligations, expected to recognize, period | 3 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2019-01-01 | |
Revenue From Contract With Customer [Line Items] | |
Unsatisfied performance obligations, expected to recognize | 56.00% |
Unsatisfied performance obligations, expected to recognize, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2020-01-01 | |
Revenue From Contract With Customer [Line Items] | |
Unsatisfied performance obligations, expected to recognize | 25.00% |
Unsatisfied performance obligations, expected to recognize, period |
Business Combinations - Additio
Business Combinations - Additional Information (Detail) - USD ($) | May 09, 2018 | Feb. 14, 2018 | Jun. 30, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2019 | Dec. 31, 2017 |
Business Acquisition [Line Items] | |||||||
Decrease in accounts receivable | $ 202,000 | $ (1,197,000) | |||||
Goodwill | 5,781,000 | ||||||
3VR | |||||||
Business Acquisition [Line Items] | |||||||
Date of acquisition completed | Feb. 14, 2018 | ||||||
Business combination, aggregate consideration | $ 6,200,000 | ||||||
Business combination, Payment of cash | 1,600,000 | ||||||
Business combination, issuance of notes | $ 2,000,000 | ||||||
Business combination, issuance of common stock, shares | 609,830 | ||||||
Business combination, issuance of common stock | $ 2,300,000 | ||||||
Business combination, issuance of common stock value held back | $ 300,000 | ||||||
Business combination, issuance of common stock shares held back | 93,406 | 294,927 | |||||
Reduction in purchase consideration | $ 660,000 | ||||||
Reduction in goodwill | $ 660,000 | ||||||
Business combination, cancellation of common stock shares held back | 181,319 | ||||||
Product shipments have to be achieved to obligate earn-out consideration | $ 24,100,000 | ||||||
Amount of earn-out consideration of payable in shares of common stock | 3,500,000 | ||||||
Potential maximum earn-out value | 7,000,000 | ||||||
Amount of shipments should exceed to obligate potential maximum earn-out value | 48,200,000 | ||||||
Decrease in accounts receivable | $ 561,000,000 | ||||||
Goodwill | 5,781,000 | 5,781,000 | |||||
3VR | ASC 805 | |||||||
Business Acquisition [Line Items] | |||||||
Acquisition and transitional costs | $ 548,000 | $ 212,000 | |||||
3VR | Scenario, Forecast | |||||||
Business Acquisition [Line Items] | |||||||
Percentage of contingent consideration obligated to pay | 35.00% | ||||||
Amount of contingent consideration obligated to pay for each subject adjustments | $ 25,000,000 | ||||||
3VR | Maximum | |||||||
Business Acquisition [Line Items] | |||||||
Business combination, issuance of common stock value held back | $ 1,000,000 |
Summary of Fair Values of Asset
Summary of Fair Values of Assets Acquired and Liabilities Assumed at Acquisition (Detail) - USD ($) $ in Thousands | Sep. 30, 2018 | Feb. 14, 2018 |
Business Acquisition [Line Items] | ||
Goodwill | $ 5,781 | |
3VR | ||
Business Acquisition [Line Items] | ||
Cash | $ 195 | |
Accounts receivable | 2,029 | |
Inventory | 257 | |
Prepaid expenses and other current assets | 169 | |
Property and equipment | 334 | |
Finite-lived intangibles | 6,300 | |
Total identifiable assets acquired | 9,284 | |
Accounts payable | (1,590) | |
Accrued expenses and liabilities | (711) | |
Deferred revenue | (2,928) | |
Debt | (3,622) | |
Total liabilities assumed | (8,851) | |
Net identifiable assets acquired | 433 | |
Goodwill | $ 5,781 | 5,781 |
Purchase price | 6,214 | |
3VR | Trademarks | ||
Business Acquisition [Line Items] | ||
Finite-lived intangibles | 400 | |
3VR | Customer Relationships | ||
Business Acquisition [Line Items] | ||
Finite-lived intangibles | 2,900 | |
3VR | Developed Technology | ||
Business Acquisition [Line Items] | ||
Finite-lived intangibles | $ 3,000 |
Summary of Acquisition Related
Summary of Acquisition Related Finite-lived Intangibles and Estimated Lives (Detail) - 3VR $ in Thousands | Feb. 14, 2018USD ($) |
Acquired Finite Lived Intangible Assets [Line Items] | |
Gross Purchased Intangible Assets | $ 6,300 |
Trademarks | |
Acquired Finite Lived Intangible Assets [Line Items] | |
Gross Purchased Intangible Assets | $ 400 |
Estimated Useful Life (in Years) | 5 years |
Customer Relationships | |
Acquired Finite Lived Intangible Assets [Line Items] | |
Gross Purchased Intangible Assets | $ 2,900 |
Estimated Useful Life (in Years) | 10 years |
Developed Technology | |
Acquired Finite Lived Intangible Assets [Line Items] | |
Gross Purchased Intangible Assets | $ 3,000 |
Estimated Useful Life (in Years) | 10 years |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Cash equivalents | $ 0 | $ 0 |
Fair Value, Measurements, Recurring | ||
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 |
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) | May 31, 2018shares | May 30, 2018USD ($)$ / sharesshares | Dec. 20, 2017USD ($)$ / sharesshares | Feb. 08, 2017USD ($)$ / sharesshares | Aug. 13, 2014$ / sharesshares | May 31, 2017USD ($)$ / sharesshares | Sep. 30, 2018USD ($)$ / sharesshares | Sep. 30, 2017shares | Dec. 31, 2017USD ($)shares | Jun. 06, 2011shares |
Stockholders Equity [Line Items] | ||||||||||
Preferred stock, shares authorized | 10,000,000 | |||||||||
Preferred stock, par value | $ / shares | $ 0.001 | |||||||||
Preferred stock, outstanding | 0 | 0 | ||||||||
Common stock reserved for future issuance | 9,190,500 | |||||||||
Unrecognized compensation expense | $ | $ 300,000 | |||||||||
Unrecognized stock-based compensation expense, weighted average period of recognition | 10 months 24 days | |||||||||
Accumulated Other Comprehensive Income (Loss), Foreign Currency Translation Adjustment, Net of Tax | $ | $ 2,100,000 | $ 2,700,000 | ||||||||
Restricted Stock Units (RSUs) | ||||||||||
Stockholders Equity [Line Items] | ||||||||||
Unrecognized compensation expense | $ | $ 4,600,000 | |||||||||
Unrecognized stock-based compensation expense, weighted average period of recognition | 2 years 7 months 6 days | |||||||||
Repurchase of common stock (in shares) | 109,666 | 121,384 | ||||||||
2007 Plan and 2010 Plan | ||||||||||
Stockholders Equity [Line Items] | ||||||||||
Common stock reserved for future issuance | 0 | |||||||||
Number of shares available for grant | 459,956 | |||||||||
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 | 500,000 | 3,000,000 | ||||||||
Loan and Security Agreements | East West Bank | Revolving Credit Facility | ||||||||||
Stockholders Equity [Line Items] | ||||||||||
Borrowing capacity under credit facility | $ | $ 16,000,000 | |||||||||
Loan and Security Agreements | Venture Lending & Leasing VII and VIII, Inc. | Term Loan Facility | ||||||||||
Stockholders Equity [Line Items] | ||||||||||
Borrowing capacity under credit facility | $ | $ 10,000,000 | |||||||||
2014 Consultant Warrant | ||||||||||
Stockholders Equity [Line Items] | ||||||||||
Warrant exercise price | $ / shares | $ 10.70 | $ 10.70 | ||||||||
Warrants expiration date | Aug. 13, 2019 | |||||||||
Warrants exercised | 0 | |||||||||
VLL7 Warrant | ||||||||||
Stockholders Equity [Line Items] | ||||||||||
Warrants issued to purchase common stock | 290,000 | |||||||||
Warrant exercise price | $ / shares | $ 2 | |||||||||
Warrants expiration date | Feb. 8, 2022 | |||||||||
Common stock warrants fair value | $ | $ 1,037,500 | |||||||||
VLL7 Warrant | Estimated Volatility | ||||||||||
Stockholders Equity [Line Items] | ||||||||||
Private placement warrant | 78.8 | |||||||||
VLL7 Warrant | Risk-Free Interest Rate | ||||||||||
Stockholders Equity [Line Items] | ||||||||||
Private placement warrant | 1.94 | |||||||||
VLL7 Warrant | Dividend Yield | ||||||||||
Stockholders Equity [Line Items] | ||||||||||
Private placement warrant | 0 | |||||||||
VLL7 Warrant | Expected Life | ||||||||||
Stockholders Equity [Line Items] | ||||||||||
Private placement warrant | 5 years | |||||||||
EWB Warrant | ||||||||||
Stockholders Equity [Line Items] | ||||||||||
Warrants issued to purchase common stock | 40,000 | |||||||||
Warrant exercise price | $ / shares | $ 3.64 | $ 3.64 | ||||||||
Warrants expiration date | Feb. 8, 2022 | |||||||||
Common stock warrants fair value | $ | $ 125,000 | |||||||||
EWB Warrant | Estimated Volatility | ||||||||||
Stockholders Equity [Line Items] | ||||||||||
Private placement warrant | 78.8 | |||||||||
EWB Warrant | Risk-Free Interest Rate | ||||||||||
Stockholders Equity [Line Items] | ||||||||||
Private placement warrant | 1.94 | |||||||||
EWB Warrant | Dividend Yield | ||||||||||
Stockholders Equity [Line Items] | ||||||||||
Private placement warrant | 0 | |||||||||
EWB Warrant | Expected Life | ||||||||||
Stockholders Equity [Line Items] | ||||||||||
Private placement warrant | 5 years | |||||||||
VLL8 Warrant | ||||||||||
Stockholders Equity [Line Items] | ||||||||||
Warrants issued to purchase common stock | 290,000 | |||||||||
Warrant exercise price | $ / shares | $ 2 | |||||||||
Warrants expiration date | Feb. 8, 2022 | |||||||||
Common stock warrants fair value | $ | $ 1,037,500 | |||||||||
VLL8 Warrant | Estimated Volatility | ||||||||||
Stockholders Equity [Line Items] | ||||||||||
Private placement warrant | 78.8 | |||||||||
VLL8 Warrant | Risk-Free Interest Rate | ||||||||||
Stockholders Equity [Line Items] | ||||||||||
Private placement warrant | 1.94 | |||||||||
VLL8 Warrant | Dividend Yield | ||||||||||
Stockholders Equity [Line Items] | ||||||||||
Private placement warrant | 0 | |||||||||
VLL8 Warrant | Expected Life | ||||||||||
Stockholders Equity [Line Items] | ||||||||||
Private placement warrant | 5 years | |||||||||
Previous Lender | ||||||||||
Stockholders Equity [Line Items] | ||||||||||
Warrants to purchase common stock cancelled | 400,000 | |||||||||
2017 Consultant Warrant | ||||||||||
Stockholders Equity [Line Items] | ||||||||||
Warrants issued to purchase common stock | 60,000 | |||||||||
Warrant exercise price | $ / shares | $ 4.60 | 4.60 | ||||||||
Warrants expiration date | Feb. 8, 2019 | |||||||||
Common stock warrants fair value | $ | $ 119,000 | |||||||||
2017 Consultant Warrant | Estimated Volatility | ||||||||||
Stockholders Equity [Line Items] | ||||||||||
Private placement warrant | 78.8 | |||||||||
2017 Consultant Warrant | Risk-Free Interest Rate | ||||||||||
Stockholders Equity [Line Items] | ||||||||||
Private placement warrant | 1.22 | |||||||||
2017 Consultant Warrant | Dividend Yield | ||||||||||
Stockholders Equity [Line Items] | ||||||||||
Private placement warrant | 0 | |||||||||
2017 Consultant Warrant | Expected Life | ||||||||||
Stockholders Equity [Line Items] | ||||||||||
Private placement warrant | 2 years | |||||||||
Underwritten Public Offering | Common Stock | ||||||||||
Stockholders Equity [Line Items] | ||||||||||
Sale of stock | 2,845,360 | |||||||||
Public offering price, per share | $ / shares | $ 4.85 | |||||||||
Proceeds from sale of stock in initial public offering | $ | $ 12,600,000 | |||||||||
Underwriting discount and other offering related expenses | $ | $ 1,200,000 | |||||||||
Maximum | Common Stock | ||||||||||
Stockholders Equity [Line Items] | ||||||||||
Shares issued, price per share | $ / shares | $ 4 | |||||||||
Maximum | Common Stock | 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 | $ / shares | $ 0.001 | |||||||||
Preferred stock, outstanding | 0 | 0 | ||||||||
Series B Preferred Stock | ||||||||||
Stockholders Equity [Line Items] | ||||||||||
Preferred stock, shares authorized | 5,000,000 | |||||||||
Preferred stock, par value | $ / shares | $ 0.001 | $ 0.001 | ||||||||
Preferred stock, outstanding | 5,000,000 | |||||||||
Shares issued, price per share | $ / shares | $ 4 | |||||||||
Total purchase price payable | $ | $ 20,000,000 | |||||||||
Convertible preferred stock, terms of conversion | Each Share shall be convertible into the Company’s common stock (i) following the sixth (6th) anniversary of the initial closing of the Private Placement or (ii) if earlier, during the thirty (30) day period following the last trading day of any period of three (3) or more consecutive trading days that the closing market price of the Company’s common stock exceeds $10.00. Each Share is convertible at the option of the holder of shares of Series B Preferred Stock into such number of shares of the Company’s common stock | |||||||||
Convertible preferred stock, threshold closing market price of entity stock | $ / shares | $ 10 | |||||||||
Percentage of beneficially ownership limitation in excess of outstanding common stock immediately after effect to applicable conversion | 19.90% | |||||||||
Minimum conversion price | $ / shares | $ 3.27 | |||||||||
Dividend payment terms | Each Share is entitled to an annual dividend of 5% for the first six (6) years following the issuance of such Share and 3% for each year thereafter, with the Company retaining the option to settle each year’s dividend after the tenth (10th) year in cash. The dividends accrue and are payable in kind upon such time as the Shares convert into the Company’s common stock | |||||||||
Annual dividend for first six years | 5.00% | |||||||||
Annual dividend for each year after sixth year | 3.00% | |||||||||
Price per share distributable to stockholders | $ / shares | $ 4 | |||||||||
Series B Preferred Stock | Common Stock | ||||||||||
Stockholders Equity [Line Items] | ||||||||||
Preferred stock shares convertible into common stock | 5,000,000 | |||||||||
Series B Preferred Stock | Private Placement at Initial Closing of Transaction | ||||||||||
Stockholders Equity [Line Items] | ||||||||||
Issuance of stock (in shares) | 3,000,000 | |||||||||
Shares issued, price per share | $ / shares | $ 4 | |||||||||
Total purchase price payable | $ | $ 12,000,000 | |||||||||
Series B Preferred Stock | Private Placement at Second Closing of Transaction | ||||||||||
Stockholders Equity [Line Items] | ||||||||||
Issuance of stock (in shares) | 2,000,000 | 2,000,000 | ||||||||
Shares issued, price per share | $ / shares | $ 4 | $ 4 | ||||||||
Total purchase price payable | $ | $ 8,000,000 | |||||||||
Series B Preferred Stock | Maximum | ||||||||||
Stockholders Equity [Line Items] | ||||||||||
Preferred stock, shares authorized | 5,000,000 | |||||||||
Preferred stock, issued | 5,000,000 |
Summary of Outstanding Warrants
Summary of Outstanding Warrants Issued by Company (Detail) - $ / shares | 9 Months Ended | ||
Sep. 30, 2018 | Feb. 08, 2017 | Aug. 13, 2014 | |
Class Of Warrant Or Right [Line Items] | |||
Number of Shares Issuable Upon Exercise | 765,000 | ||
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 | ||
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 | ||
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 |
Summary of Activity under Stock
Summary of Activity under Stock-Based Compensation Plans (Detail) | 9 Months Ended |
Sep. 30, 2018USD ($)$ / sharesshares | |
Stock Options Number Outstanding | |
Beginning Balance | shares | 672,441 |
Cancelled or Expired | shares | (47,970) |
Exercised | shares | (2,500) |
Ending Balance | shares | 621,971 |
Vested or expected to vest at September 30, 2018 | shares | 618,324 |
Exercisable at September 30, 2018 | shares | 510,856 |
Stock Options Average Exercise Price per share | |
Beginning Balance | $ / shares | $ 6.28 |
Cancelled or Expired | $ / shares | 11.56 |
Exercised | $ / shares | 5.20 |
Ending Balance | $ / shares | 5.87 |
Vested or expected to vest at September 30, 2018 | $ / shares | 5.88 |
Exercisable at September 30, 2018 | $ / shares | $ 6.20 |
Stock Options Remaining Contractual Life (in years) | |
Remaining Contractual Life | 6 years 11 months 4 days |
Vested or expected to vest at September 30, 2018 | 6 years 11 months 4 days |
Exercisable at September 30, 2018 | 6 years 9 months 7 days |
Stock Options Average Intrinsic Value | |
Average intrinsic value | $ | $ 721,856 |
Vested or expected to vest at September 30, 2018 | $ | 716,020 |
Exercisable at September 30, 2018 | $ | $ 544,072 |
Summary Information about Optio
Summary Information about Options Outstanding (Detail) | 9 Months Ended |
Sep. 30, 2018$ / 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 | 472,810 |
Options Outstanding Weighted Average Remaining Contractual Life (Years) | 7 years 6 months |
Options Outstanding Weighted Average Exercise Price | $ 4.47 |
Options Number Exercisable | shares | 361,695 |
Options Exercisable Weighted Average Exercise Price | $ 4.50 |
$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 | 127,415 |
Options Outstanding Weighted Average Remaining Contractual Life (Years) | 5 years 4 months 20 days |
Options Outstanding Weighted Average Exercise Price | $ 9.42 |
Options Number Exercisable | shares | 127,415 |
Options Exercisable Weighted Average Exercise Price | $ 9.42 |
$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 | 17,396 |
Options Outstanding Weighted Average Remaining Contractual Life (Years) | 3 years 8 months 23 days |
Options Outstanding Weighted Average Exercise Price | $ 13.66 |
Options Number Exercisable | shares | 17,396 |
Options Exercisable Weighted Average Exercise Price | $ 13.66 |
$21.70 - $24.20 | |
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 | $ 24.20 |
Options Number Outstanding | shares | 4,350 |
Options Outstanding Weighted Average Remaining Contractual Life (Years) | 2 years 11 months 4 days |
Options Outstanding Weighted Average Exercise Price | $ 23.27 |
Options Number Exercisable | shares | 4,350 |
Options Exercisable Weighted Average Exercise Price | $ 23.27 |
$4.36 - $24.20 | |
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 | $ 24.20 |
Options Number Outstanding | shares | 621,971 |
Options Outstanding Weighted Average Remaining Contractual Life (Years) | 6 years 11 months 4 days |
Options Outstanding Weighted Average Exercise Price | $ 5.87 |
Options Number Exercisable | shares | 510,856 |
Options Exercisable Weighted Average Exercise Price | $ 6.20 |
Summary of Restricted Stock Uni
Summary of Restricted Stock Unit (RSU) Activity (Detail) - Restricted Stock Units (RSUs) | 9 Months Ended |
Sep. 30, 2018$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Unvested beginning balance, Number of RSUs | shares | 1,460,044 |
Granted, Number of RSUs | shares | 710,763 |
Vested, Number of RSUs | shares | (457,345) |
Forfeited, Number of RSUs | shares | (258,417) |
Unvested ending balance, Number of RSUs | shares | 1,455,045 |
Shares vested but not released, Number of RSUs | shares | 372,018 |
Unvested beginning balance, Weighted Average Fair Value | $ / shares | $ 3.08 |
Granted, Weighted Average Fair Value | $ / shares | 4.02 |
Vested, Weighted Average Fair Value | $ / shares | 3.60 |
Forfeited, Weighted Average Fair Value | $ / shares | 2.67 |
Unvested ending balance, Weighted Average Fair Value | $ / shares | 3.45 |
Shares vested but not released, Weighted Average Fair Value | $ / shares | $ 3.07 |
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 | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-Based Compensation Expense | $ 703 | $ 664 | $ 1,987 | $ 1,916 |
Cost of revenue | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-Based Compensation Expense | 22 | 24 | 63 | 71 |
Research and Development Expense | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-Based Compensation Expense | 125 | 130 | 397 | 361 |
Selling and Marketing Expense | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-Based Compensation Expense | 171 | 193 | 519 | 463 |
General and Administrative Expense | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-Based Compensation Expense | $ 385 | $ 317 | $ 1,008 | $ 1,021 |
Summary of Common Stock Reserve
Summary of Common Stock Reserved for Future Issuance (Detail) | Sep. 30, 2018shares |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Common stock reserved for future issuance | 9,190,500 |
Exercise of Outstanding Stock Options, Vesting of RSUs, and Issuance of RSUs Vested but not Released | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Common stock reserved for future issuance | 2,449,034 |
ESPP | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Common stock reserved for future issuance | 293,888 |
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 | 672,223 |
Noncontrolling Interest in Bluehill ID AG | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Common stock reserved for future issuance | 10,355 |
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 | 765,000 |
Shares of Common Stock Issuable on Conversion of Series B Preferred Stock | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Common stock reserved for future issuance | 5,000,000 |
Common Stock Equivalents Exclud
Common Stock Equivalents Excluded From Diluted Net Loss Per Share (Details) - shares | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Common stock equivalents diluted net loss per share inclusion anti-dilutive | 7,852,371 | 3,149,740 |
RSUs | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Common stock equivalents diluted net loss per share inclusion anti-dilutive | 1,455,045 | 1,698,900 |
Options | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Common stock equivalents diluted net loss per share inclusion anti-dilutive | 621,971 | 675,485 |
Warrants | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Common stock equivalents diluted net loss per share inclusion anti-dilutive | 765,000 | 765,000 |
Noncontrolling Interest | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Common stock equivalents diluted net loss per share inclusion anti-dilutive | 10,355 | 10,355 |
Shares of Common Stock Issuable upon Conversion of Series B Preferred Stock | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Common stock equivalents diluted net loss per share inclusion anti-dilutive | 5,000,000 |
Inventories (Detail)
Inventories (Detail) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 4,530 | $ 3,700 |
Work-in-progress | 7 | 22 |
Finished goods | 7,436 | 7,404 |
Total | $ 11,973 | $ 11,126 |
Property and Equipment, Net (De
Property and Equipment, Net (Detail) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 15,308 | $ 15,149 |
Accumulated depreciation | (13,173) | (13,106) |
Property and equipment, net | 2,135 | 2,043 |
Building and Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 2,050 | 1,917 |
Furniture, Fixtures and Office Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 1,852 | 1,771 |
Plant and Machinery | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 9,026 | 9,411 |
Purchased Software | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 2,163 | $ 2,050 |
Construction-in-Progress | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 217 |
Balance Sheet Components - Addi
Balance Sheet Components - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Property Plant And Equipment [Abstract] | ||||
Depreciation expense | $ 0.3 | $ 0.3 | $ 0.9 | $ 1 |
Other Accrued Expenses and Liab
Other Accrued Expenses and Liabilities (Detail) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Accrued Liabilities And Other Liabilities Current [Abstract] | ||
Accrued professional fees | $ 1,205 | $ 1,065 |
Accrued warranties | 319 | 75 |
Income taxes payable | 47 | 19 |
Other accrued expenses | 1,426 | 861 |
Total | $ 2,997 | $ 2,020 |
Summary of Carrying Amount of G
Summary of Carrying Amount of Goodwill Resulting from Acquisition of 3VR (Detail) $ in Thousands | 9 Months Ended |
Sep. 30, 2018USD ($) | |
Goodwill [Line Items] | |
Ending Balance | $ 5,781 |
3VR | |
Goodwill [Line Items] | |
Acquisition of business | 5,781 |
Ending Balance | 5,781 |
3VR | Premises | |
Goodwill [Line Items] | |
Acquisition of business | 5,781 |
Ending Balance | $ 5,781 |
Summary of Gross Carrying Amoun
Summary of Gross Carrying Amount and Accumulated Amortization for Intangible Assets Resulting from Acquisitions (Detail) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2018 | Dec. 31, 2017 | |
Acquired Finite Lived Intangible Assets [Line Items] | ||
Gross carrying amount | $ 21,539 | $ 15,239 |
Accumulated amortization | (12,384) | (10,874) |
Intangible assets, net | $ 9,155 | 4,365 |
Minimum | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Amortization period (in years) | 4 years | |
Maximum | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Amortization period (in years) | 12 years | |
Trademarks | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Amortization period (in years) | 5 years | |
Gross carrying amount | $ 400 | |
Accumulated amortization | (50) | |
Intangible assets, net | 350 | |
Developed Technology | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 7,600 | 4,600 |
Accumulated amortization | (3,779) | (3,257) |
Intangible assets, net | $ 3,821 | 1,343 |
Developed Technology | Minimum | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Amortization period (in years) | 10 years | |
Developed Technology | Maximum | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Amortization period (in years) | 12 years | |
Customer Relationships | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Gross carrying amount | $ 13,539 | 10,639 |
Accumulated amortization | (8,555) | (7,617) |
Intangible assets, net | $ 4,984 | $ 3,022 |
Customer Relationships | Minimum | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Amortization period (in years) | 4 years | |
Customer Relationships | Maximum | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Amortization period (in years) | 12 years |
Amortization Expense Included i
Amortization Expense Included in Condensed Consolidated Statements of Operations (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Finite Lived Intangible Assets [Line Items] | ||||
Amortization expense | $ 531 | $ 364 | $ 1,510 | $ 1,092 |
Cost of revenue | ||||
Finite Lived Intangible Assets [Line Items] | ||||
Amortization expense | 186 | 112 | 522 | 336 |
Selling and Marketing Expense | ||||
Finite Lived Intangible Assets [Line Items] | ||||
Amortization expense | $ 345 | $ 252 | $ 988 | $ 756 |
Estimated Future Amortization E
Estimated Future Amortization Expense of Purchased Intangible Assets with Definite Lives (Detail) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
2018 (remaining three months) | $ 532 | |
2,019 | 2,125 | |
2,020 | 2,125 | |
2,021 | 670 | |
2,022 | 670 | |
Thereafter | 3,033 | |
Intangible assets, net | $ 9,155 | $ 4,365 |
Long-Term Payment Obligation -
Long-Term Payment Obligation - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2012 | |
Related Party Transaction [Line Items] | |||||
Interest accreted on long-term payment obligation | $ 0.1 | $ 0.1 | $ 0.2 | $ 0.3 | |
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 | Sep. 30, 2018 | Dec. 31, 2017 |
Related Party Transaction [Line Items] | ||
2018 (remaining three months) | $ 10,535 | |
2,019 | 4,035 | |
2,020 | 450 | |
2,021 | 450 | |
Total | 15,920 | |
Less: Current portion - payment obligation | (989) | $ (888) |
Long-term payment obligation | 2,157 | $ 2,998 |
Hirsch Electronics | ||
Related Party Transaction [Line Items] | ||
2018 (remaining three months) | 310 | |
2,019 | 1,277 | |
2,020 | 1,422 | |
2,021 | 367 | |
Present value discount factor | (230) | |
Total | 3,146 | |
Less: Current portion - payment obligation | (989) | |
Long-term payment obligation | $ 2,157 |
Summary of Financial Liabilitie
Summary of Financial Liabilities (Detail) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | ||
Total before discount and debt issuance costs | $ 13,321 | $ 13,736 |
Less: Current portion of notes payable | (2,000) | |
Less: Current portion of financial liabilities | (11,245) | (9,829) |
Less: Current portion of unamortized discount and debt issuance costs | (76) | (404) |
Less: Long-term portion of unamortized discount and debt issuance costs | 0 | (582) |
Long-term financial liabilities | 2,921 | |
Term Loan | ||
Debt Instrument [Line Items] | ||
Total before discount and debt issuance costs | 5,000 | |
Notes Payable | ||
Debt Instrument [Line Items] | ||
Total before discount and debt issuance costs | 2,000 | |
Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Total before discount and debt issuance costs | $ 11,321 | $ 8,736 |
Financial Liabilities - Additio
Financial Liabilities - Additional Information (Detail) - USD ($) | May 31, 2018 | Feb. 21, 2018 | Feb. 14, 2018 | Feb. 08, 2018 | Dec. 28, 2017 | Feb. 08, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 |
Debt Instrument [Line Items] | |||||||||
Payment of debt instrument, aggregate principal amount | $ 23,612,000 | $ 42,805,000 | |||||||
Debt instrument, outstanding prinicipal balance | 13,321,000 | $ 13,736,000 | |||||||
Loss on extinguishment of debt | $ 1,369,000 | $ (977,000) | |||||||
3VR | |||||||||
Debt Instrument [Line Items] | |||||||||
Date of acquisition completed | Feb. 14, 2018 | ||||||||
Business combination, issuance of notes | $ 2,000,000 | ||||||||
Repayment of indebtedness outstanding of acquiree | $ 3,600,000 | ||||||||
Term Loan | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, outstanding prinicipal balance | 5,000,000 | ||||||||
Term Loan | Venture Lending & Leasing VII and VIII, Inc. | |||||||||
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 | ||||||||
Payment of debt instrument, aggregate principal amount | $ 5,000,000 | ||||||||
Debt instrument, outstanding prinicipal balance | 10,000,000 | ||||||||
Debt instrument payment, principal and interest | 5,900,000 | ||||||||
Debt instrument, outstanding principal | 5,000,000 | ||||||||
Debt instrument, accrued and unpaid interest outstanding | 900,000 | ||||||||
Loss on extinguishment of debt | $ 1,800,000 | ||||||||
Revolving Credit Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, outstanding prinicipal balance | $ 11,321,000 | $ 8,736,000 | |||||||
Revolving Credit Facility | Minimum | |||||||||
Debt Instrument [Line Items] | |||||||||
Line of credit facility liquidity covenant in cash | $ 4,000,000 | ||||||||
Notes Payable | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, outstanding prinicipal balance | 2,000,000 | ||||||||
Notes Payable | 3VR | |||||||||
Debt Instrument [Line Items] | |||||||||
Business combination, issuance of notes | $ 2,000,000 | ||||||||
Annual interest rate of notes | 3.00% | ||||||||
Notes payable, description | The Company issued subordinated unsecured promissory notes (“notes payable”) in the aggregate principal amount of $2.0 million, with an annual interest rate of 3.0%, payable on the one year anniversary of the closing date. | ||||||||
Previous Lender | |||||||||
Debt Instrument [Line Items] | |||||||||
Warrants to purchase common stock cancelled | 400,000 | ||||||||
Loan and Security Agreements | |||||||||
Debt Instrument [Line Items] | |||||||||
Line of credit facility customary fees and expenses including facility fees | $ 120,000 | ||||||||
Loan and Security Agreements | Term Loan | Venture Lending & Leasing VII and VIII, Inc. | |||||||||
Debt Instrument [Line Items] | |||||||||
Payment of debt instrument, aggregate principal amount | $ 10,000,000 | ||||||||
Debt instrument payment, principal and interest | 5,200,000 | ||||||||
Debt instrument, outstanding principal | 4,600,000 | ||||||||
Debt instrument, accrued and unpaid interest outstanding | 600,000 | ||||||||
Loss on extinguishment of debt | $ 1,400,000 | ||||||||
Loan and Security Agreements | Revolving Credit Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Borrowing capacity under non-formula line of credit | $ 3,000,000 | ||||||||
Line of credit facility early termination fee percentage | 1.00% | ||||||||
Interest payable monthly date | Mar. 1, 2017 | ||||||||
Line of credit facility additional facility fees paid | $ 40,000 | ||||||||
Loan and Security Agreements | Revolving Credit Facility | Prime Rate | |||||||||
Debt Instrument [Line Items] | |||||||||
Percentage of interest rate | 1.00% | ||||||||
Loan facility payable date | Feb. 8, 2019 | ||||||||
Loan and Security Agreements | East West Bank | Revolving Credit Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Borrowing capacity under credit facility | $ 16,000,000 | ||||||||
Loan and Security Agreements | Venture Lending & Leasing VII and VIII, Inc. | Term Loan Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Borrowing capacity under credit facility | $ 10,000,000 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
Corporate tax rate | 21.00% | 35.00% |
Segment Reporting and Geograp_3
Segment Reporting and Geographic Information - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2018Segment | |
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 | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Segment Reporting Information [Line Items] | ||||
Net revenue | $ 20,022 | $ 15,432 | $ 56,844 | $ 43,664 |
Gross profit | $ 8,484 | $ 5,861 | $ 23,145 | $ 17,241 |
Gross profit margin | 42.00% | 38.00% | 41.00% | 39.00% |
Operating expenses: | ||||
Research and development | $ 1,860 | $ 1,597 | $ 5,384 | $ 4,584 |
Selling and marketing | 3,915 | 3,448 | 12,176 | 10,142 |
General and administrative | 2,641 | 1,247 | 7,952 | 5,119 |
Restructuring and severance | 223 | (49) | 591 | (49) |
Total operating expenses | 8,639 | 6,243 | 26,103 | 19,796 |
Loss from operations | (155) | (382) | (2,958) | (2,555) |
Non-operating income (expense): | ||||
Interest expense, net | (291) | (643) | (1,239) | (1,995) |
(Loss) gain on extinguishment of debt, net | (1,369) | 977 | ||
Foreign currency gains (losses), net | 200 | (51) | 354 | (202) |
Loss before income taxes and noncontrolling interest | (246) | (1,076) | (5,212) | (3,775) |
Premises | ||||
Segment Reporting Information [Line Items] | ||||
Net revenue | 9,364 | 5,916 | 25,691 | 17,058 |
Gross profit | $ 5,363 | $ 3,399 | $ 14,336 | $ 9,543 |
Gross profit margin | 57.00% | 57.00% | 56.00% | 56.00% |
Identity | ||||
Segment Reporting Information [Line Items] | ||||
Net revenue | $ 3,826 | $ 3,421 | $ 9,760 | $ 10,568 |
Gross profit | $ 1,337 | $ 1,229 | $ 3,369 | $ 3,667 |
Gross profit margin | 35.00% | 36.00% | 35.00% | 35.00% |
Credentials | ||||
Segment Reporting Information [Line Items] | ||||
Net revenue | $ 6,832 | $ 6,095 | $ 21,393 | $ 16,035 |
Gross profit | $ 1,784 | $ 1,233 | $ 5,440 | $ 4,026 |
Gross profit margin | 26.00% | 20.00% | 25.00% | 25.00% |
All Other | ||||
Segment Reporting Information [Line Items] | ||||
Net revenue | $ 3 | |||
Gross profit | $ 5 | |||
Gross profit margin | 167.00% |
Information Regarding Net Rev_2
Information Regarding Net Revenue by Geographic Region (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Segment Reporting Information [Line Items] | ||||
Net revenue | $ 20,022 | $ 15,432 | $ 56,844 | $ 43,664 |
Geographic Concentration Risk | Revenue from Contract with Customer | ||||
Segment Reporting Information [Line Items] | ||||
Percentage of net revenue | 100.00% | 100.00% | 100.00% | 100.00% |
Americas | ||||
Segment Reporting Information [Line Items] | ||||
Net revenue | $ 15,035 | $ 10,291 | $ 44,172 | $ 28,894 |
Americas | Geographic Concentration Risk | Revenue from Contract with Customer | ||||
Segment Reporting Information [Line Items] | ||||
Percentage of net revenue | 75.00% | 67.00% | 78.00% | 66.00% |
Europe and the Middle East | ||||
Segment Reporting Information [Line Items] | ||||
Net revenue | $ 2,161 | $ 1,771 | $ 6,992 | $ 5,767 |
Europe and the Middle East | Geographic Concentration Risk | Revenue from Contract with Customer | ||||
Segment Reporting Information [Line Items] | ||||
Percentage of net revenue | 11.00% | 11.00% | 12.00% | 13.00% |
Asia-Pacific | ||||
Segment Reporting Information [Line Items] | ||||
Net revenue | $ 2,826 | $ 3,370 | $ 5,680 | $ 9,003 |
Asia-Pacific | Geographic Concentration Risk | Revenue from Contract with Customer | ||||
Segment Reporting Information [Line Items] | ||||
Percentage of net revenue | 14.00% | 22.00% | 10.00% | 21.00% |
Long-Lived Assets by Geographic
Long-Lived Assets by Geographic Location (Detail) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Segment Reporting Information [Line Items] | ||
Property and equipment, net | $ 2,135 | $ 2,043 |
Americas | ||
Segment Reporting Information [Line Items] | ||
Property and equipment, net | 1,106 | 868 |
Europe and the Middle East | ||
Segment Reporting Information [Line Items] | ||
Property and equipment, net | 50 | 89 |
Asia-Pacific | ||
Segment Reporting Information [Line Items] | ||
Property and equipment, net | $ 979 | $ 1,086 |
Restructuring and Severance - A
Restructuring and Severance - Additional Information (Detail) - USD ($) $ in Thousands | Feb. 14, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 |
Restructuring Cost And Reserve [Line Items] | |||||
Restructuring and severance expenses | $ 223 | $ (49) | $ 591 | $ (49) | |
3VR | |||||
Restructuring Cost And Reserve [Line Items] | |||||
Date of acquisition completed | Feb. 14, 2018 | ||||
Restructuring and severance expenses | 200 | 600 | |||
3VR | Facility Rental | |||||
Restructuring Cost And Reserve [Line Items] | |||||
Restructuring and severance expenses | 100 | 300 | |||
3VR | Severance | |||||
Restructuring Cost And Reserve [Line Items] | |||||
Restructuring and severance expenses | $ 100 | $ 300 |
Restructuring and Severance (De
Restructuring and Severance (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Restructuring And Related Activities [Abstract] | ||||
Balance at beginning of period | $ 237 | |||
Restructuring expense incurred for the period | $ 223 | $ (49) | $ 591 | (49) |
Payments and non-cash item adjustment during the period | (223) | $ 49 | (591) | $ (188) |
Balance at end of period |
Summary of Principal Contractua
Summary of Principal Contractual Obligations (Detail) $ in Thousands | Sep. 30, 2018USD ($) |
Operating Leases | |
2018 (remaining three months) | $ 498 |
2,019 | 1,979 |
2,020 | 1,782 |
2,021 | 1,357 |
2,022 | 1,133 |
Total | 6,749 |
Purchase Commitments | |
2018 (remaining three months) | 10,535 |
2,019 | 4,035 |
2,020 | 450 |
2,021 | 450 |
2,022 | 450 |
Total | 15,920 |
Other Contractual Commitments | |
2018 (remaining three months) | 91 |
2,019 | 33 |
Total | 124 |
Total Commitments | |
2018 (remaining three months) | 11,124 |
2,019 | 6,047 |
2,020 | 2,232 |
2,021 | 1,807 |
2,022 | 1,583 |
Total | $ 22,793 |
Summary of Principal Contract_2
Summary of Principal Contractual Obligations (Parenthetical) (Detail) $ in Millions | Sep. 30, 2018USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
Future minimum rental payments under non-cancelable operating leases | $ 2.8 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2018 | |
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 |
Subsequent Event - Additional I
Subsequent Event - Additional Information (Detail) - Thursby Software Systems, Inc. - USD ($) | Nov. 01, 2018 | Dec. 31, 2020 | Dec. 31, 2019 |
Scenario, Forecast | |||
Subsequent Event [Line Items] | |||
Product revenue to be achieved to obligate earn-out consideration | $ 11,000,000 | ||
Amount of additional earn-out consideration of payable in shares of common stock | 2,500,000 | ||
Minimum | Scenario, Forecast | |||
Subsequent Event [Line Items] | |||
Product revenue to be achieved to obligate earn-out consideration | 8,000,000 | ||
Product revenue to be achieved to obligate additional earn-out consideration | $ 15,000,000 | ||
Maximum | Scenario, Forecast | |||
Subsequent Event [Line Items] | |||
Product revenue to be achieved to obligate earn-out consideration | 15,000,000 | ||
Amount of earn-out consideration of payable in shares of common stock | 7,500,000 | ||
Product revenue to be achieved to obligate additional earn-out consideration | $ 15,000,000 | ||
Subsequent Event | |||
Subsequent Event [Line Items] | |||
Date of acquisition completed | Nov. 1, 2018 | ||
Business combination, aggregate consideration | $ 3,100,000 | ||
Business combination, Payment of cash, net of cash acquired | 600,000 | ||
Business combination, issuance of common stock | 2,500,000 | ||
Business combination, issuance of common stock value held back | 500,000 | ||
Amount of maximum earn-out consideration of payable for all periods in shares of common stock | $ 7,500,000 |