Cover Page
Cover Page - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 16, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | AIRG | ||
Entity Registrant Name | AIRGAIN, INC. | ||
Entity Central Index Key | 0001272842 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Shell Company | false | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity File Number | 001-37851 | ||
Entity Tax Identification Number | 95-4523882 | ||
Entity Address, Address Line One | 3611 Valley Centre Drive | ||
Entity Address, Address Line Two | Suite 150 | ||
Entity Address, City or Town | San Diego | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 92130 | ||
City Area Code | 760 | ||
Local Phone Number | 579-0200 | ||
Entity Common Stock, Shares Outstanding | 10,187,488 | ||
Entity Public Float | $ 210 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Title of 12(b) Security | Common Stock, par value $0.0001 per share | ||
Security Exchange Name | NASDAQ | ||
Entity Incorporation, State or Country Code | DE | ||
ICFR Auditor Attestation Flag | false | ||
Documents Incorporated by Reference | Certain sections of the Registrant’s definitive proxy statement for the 2022 annual meeting of stockholders to be filed with the Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days after end of the fiscal year covered by this Form 10-K are incorporated by reference into Part III of this Form 10-K | ||
Auditor Name | KPMG LLP | ||
Auditor Location | San Diego, CA | ||
Auditor Firm ID | 185 |
Balance Sheets
Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 14,511 | $ 38,173 |
Trade accounts receivable, net | 10,757 | 4,782 |
Inventory | 8,949 | 1,016 |
Prepaid expenses and other current assets | 1,272 | 1,462 |
Total current assets | 35,489 | 45,433 |
Property and equipment, net | 2,698 | 2,377 |
Leased right-of-use assets | 2,777 | 0 |
Goodwill | 10,845 | 3,700 |
Intangible assets, net | 14,229 | 3,168 |
Other assets | 352 | 249 |
Total assets | 66,390 | 54,927 |
Current liabilities: | ||
Accounts payable | 5,474 | 2,975 |
Accrued compensation | 2,013 | 2,655 |
Accrued liabilities and other | 2,833 | 1,187 |
Short-term lease liabilities | 841 | 0 |
Deferred purchase price liabilities | 8,726 | 0 |
Current portion of deferred rent obligation under operating lease | 0 | 39 |
Total current liabilities | 19,887 | 6,856 |
Deferred tax liability | 109 | 58 |
Long-term lease liability | 2,221 | 0 |
Deferred rent obligation under operating lease | 0 | 271 |
Total liabilities | 22,217 | 7,185 |
Commitments and contingencies (note 11) | ||
Stockholders' equity: | ||
Common stock and additional paid-in capital, par value $0.0001, 200,000 shares authorized; 10,638 shares issued and 10,097 shares outstanding at December 31, 2021; and 10,318 shares issued and 9,784 shares outstanding at December 31, 2020 | 106,971 | 100,356 |
Treasury stock, at cost: 541 shares at December 31, 2021 and 534 shares at December 31, 2020 | (5,364) | (5,267) |
Accumulated other comprehensive income | 0 | 0 |
Accumulated deficit | (57,434) | (47,347) |
Total stockholders' equity | 44,173 | 47,742 |
Total liabilities and stockholders' equity | $ 66,390 | $ 54,927 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 10,638,000 | 10,318,000 |
Common stock, shares outstanding | 10,097,000 | 9,784,000 |
Treasury stock, shares at cost | 541,000 | 534,000 |
Statements of Operations
Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||
Sales | $ 64,273 | $ 48,502 |
Cost of goods sold | 39,666 | 25,917 |
Gross profit | 24,607 | 22,585 |
Operating expenses: | ||
Research and development | 10,920 | 9,157 |
Sales and marketing | 10,209 | 6,141 |
General and administrative | 13,562 | 10,471 |
Change in fair value of contingent consideration | 2,040 | 0 |
Total operating expenses | 36,731 | 25,769 |
Loss from operations | (12,124) | (3,184) |
Other expense (Income): | ||
Interest income, net | (26) | (197) |
Other expense | 38 | 19 |
Total other expense (income) | 12 | (178) |
Loss before income taxes | (12,136) | (3,006) |
Provision (benefit) for income taxes | (2,049) | 273 |
Net loss | $ (10,087) | $ (3,279) |
Net income (loss) per share: | ||
Basic | $ (1.01) | $ (0.34) |
Diluted | $ (1.01) | $ (0.34) |
Weighted average shares used in calculating income (loss) per share | ||
Basic | 10,019 | 9,714 |
Diluted | 10,019 | 9,714 |
Statements of Comprehensive Inc
Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (10,087) | $ (3,279) |
Unrealized loss on available-for-sale securities, net of deferred taxes | 0 | (8) |
Comprehensive loss | $ (10,087) | $ (3,287) |
Statements of Stockholders' Equ
Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Common stock and additional paid-in capital | Treasury Stock | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit |
Beginning balance at Dec. 31, 2019 | $ 47,904 | $ 96,623 | $ (4,659) | $ 8 | $ (44,068) |
Stock-based compensation | 2,564 | ||||
Replacement awards issued in relation to acquisition | 0 | ||||
Issuance of shares for stock purchase plans | 1,169 | ||||
Repurchases of common stock | (608) | ||||
Unrealized loss on available-for-sale securities, net of deferred taxes | (8) | (8) | |||
Net loss | (3,279) | (3,279) | |||
Ending balance at Dec. 31, 2020 | 47,742 | 100,356 | (5,267) | 0 | (47,347) |
Stock-based compensation | 4,049 | ||||
Replacement awards issued in relation to acquisition | 40 | ||||
Issuance of shares for stock purchase plans | 2,526 | ||||
Repurchases of common stock | (97) | ||||
Unrealized loss on available-for-sale securities, net of deferred taxes | 0 | 0 | |||
Net loss | (10,087) | (10,087) | |||
Ending balance at Dec. 31, 2021 | $ 44,173 | $ 106,971 | $ (5,364) | $ 0 | $ (57,434) |
Statements of Cash Flows
Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (10,087) | $ (3,279) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation | 546 | 463 |
Loss on disposal of property and equipment | 21 | 11 |
Amortization of intangible assets | 3,004 | 629 |
Amortization of premium on investments, net | 0 | 64 |
Stock-based compensation | 4,049 | 2,564 |
Change in fair value of contingent consideration | 2,040 | 0 |
Deferred tax liability | (2,279) | 6 |
Changes in operating assets and liabilities: | ||
Trade accounts receivable | (4,848) | 2,874 |
Inventory | (6,261) | 177 |
Prepaid expenses and other assets | 371 | (164) |
Other assets | 50 | 0 |
Accounts payable | 1,817 | (862) |
Accrued compensation | (781) | 163 |
Accrued liabilities and other | 1,214 | 843 |
Lease liabilities | (26) | 0 |
Deferred obligation under operating lease | 0 | 215 |
Net cash provided by (used in) operating activities | (11,170) | 3,704 |
Cash flows from investing activities: | ||
Cash paid for acquisition, net of cash acquired | (14,185) | 0 |
Purchases of available-for-sale securities | 0 | (753) |
Maturities of available-for-sale securities | 0 | 22,366 |
Purchases of property and equipment | (736) | (727) |
Net cash provided by (used in) investing activities | (14,921) | 20,886 |
Cash flows from financing activities: | ||
Repurchase of common stock | (97) | (608) |
Proceeds from issuance of common stock, net | 2,526 | 1,169 |
Net cash provided by financing activities | 2,429 | 561 |
Net increase (decrease) in cash, cash equivalents and restricted cash | (23,662) | 25,151 |
Cash, cash equivalents, and restricted cash; beginning of period | 38,348 | 13,197 |
Cash, cash equivalents, and restricted cash; end of period | 14,686 | 38,348 |
Supplemental disclosure of cash flow information | ||
Interest paid | 0 | 0 |
Taxes paid | 153 | 164 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Right-of-use assets recorded upon adoption of ASC 842 | 3,199 | 0 |
Leased liabilities recorded upon adoption of ASC 842 | 3,519 | 0 |
Accrual of property and equipment | 4 | 2 |
Cash and cash equivalents and restricted cash | 14,511 | 38,173 |
Restricted cash included in other assets | 175 | 175 |
Total cash, cash equivalents, and restricted cash | $ 14,686 | $ 38,348 |
Description of Business and Bas
Description of Business and Basis of Presentation | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business and Basis of Presentation | Note 1. Description of Business and Basis of Presentation Description of Business Airgain, Inc. (the Company) was incorporated in the State of California on March 20, 1995, and reincorporated in the State of Delaware on August 17, 2016. The Company is a leading provider of advanced wireless connectivity solutions and technologies used to enable high performance wireless networking across a broad and increasing range of devices and markets, including consumer, enterprise, and automotive. The Company’s headquarters is in San Diego, California with office space and research, design, and test facilities in the United States, United Kingdom, China, and Taiwan. Basis of Presentation and Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary and have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP). All intercompany transactions and investments have been eliminated in consolidation. Segment Information The Company’s operations are located primarily in the United States and most of its assets are located in San Diego, California, Scottsdale, Arizona and Plymouth, Minnesota. The Company operates in one segment related to the sale of wireless connectivity solutions and technologies. The Company’s chief operating decision-maker is its chief executive officer, who reviews operating results on an aggregate basis and manages the Company’s operations as a single operating segment. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include valuation of intangible assets and valuation of contingent consideration related to the NimbeLink acquisition. Reclassifications Certain amounts in the prior year financial statements have been reclassified to conform to the presentation of the current year financial statements including the reclassification of shipping and handling expenses from general and administrative expenses to sales and marketing expenses in the Company's consolidated statement of operations as well as reclassification of sales channel and geographic location in the disaggregated revenue disclosures in Note 18. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 2. Significant Accounting Policies Cash Equivalents Cash equivalents are comprised of short-term, highly liquid investments with maturities of 90 days or less at the date of purchase. Restricted Cash As of December 31, 2021 , the Company has $ 175,000 in cash on deposit to secure certain lease commitments. $ 40,000 of the restricted cash is short-term in nature and is recorded in prepaid expenses and other current assets and $ 135,000 , which is restricted for more than twelve months, is recorded in other assets in the Company's consolidated balance sheet. Trade Accounts Receivable Trade accounts receivable is adjusted for all known uncollectible accounts. The policy for determining when receivables are past due or delinquent is based on the contractual terms agreed upon. Accounts are written off once all collection efforts have been exhausted. An allowance for doubtful accounts is established when, in the opinion of management, collection of the account is doubtful. The allowance for doubtful accounts was $ 0 as of December 31, 2021 and 2020 . Inventory The majority of the Company’s products are manufactured by third parties that retain ownership of the inventory until title is transferred to the customer at the shipping point. In some situations, the Company retains ownership of inventory which is held in third party contract manufacturing facilities. In certain instances, shipping terms are delivery-at-place and the Company is responsible for arranging transportation and delivery of goods ready for unloading at the named place. In those instances, the Company bears all risk involved in bringing the goods to the named place and records the related inventory in transit to the customer as inventory on the accompanying balance sheet. The Company also manufactures certain of its products at its facility located in Scottsdale, Arizona. Inventory is stated at the lower of cost or net realizable value. For items manufactured by the Company cost is determined using the weighted average cost method. For items manufactured by third parties, cost is determined using the first-in, first-out method (FIFO). Any adjustments to reduce the cost of inventories to their net realizable value are recognized in earnings in the current period. Provisions for excess and obsolete inventories, estimated based on product life cycles, quality issues, and historical experience, were $ 47,000 and $ 10,000 as of December 31, 2021 and 2020 , respectively. Property and Equipment Property and equipment are stated at cost and are depreciated using the straight-line method over the estimated useful lives of the assets, generally three to fifteen years . The estimated useful lives for leasehold improvements are determined as either the estimated useful life of the asset or the lease term, whichever is shorter. Repairs and maintenance are expensed as incurred. Property and equipment are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. When assets are disposed of (or otherwise sold), the cost and related accumulated depreciation are removed from the accounts and any gain or loss on the disposal of property and equipment is classified as other expense (income) in the Company's consolidated statement of operations. Goodwill Goodwill represents the excess of cost over fair value of net assets acquired. Goodwill is not amortized but is tested for impairment annually using either a qualitative assessment, and / or quantitative assessment, which is based on comparing the fair value of a reporting unit with its carrying amount. If the carrying amount of a reporting unit exceeds its fair value, a goodwill impairment loss is recorded. The Company completes its goodwill impairment test as of December 1 each year or more frequently if it believes indicators of impairment exist. No impairment losses were recorded during the years ended December 31, 2021 and 2020. Intangibles The Company’s identifiable intangible assets are comprised of acquired market-related intangibles, developed technologies, customer relationships and non-compete agreements. The cost of the identifiable intangible assets with finite lives is amortized on a straight-line basis over the assets’ respective estimated useful lives. The Company periodically re-evaluates the original assumptions and estimated lives of long-lived assets and finite-lived intangible assets. Long-lived assets and finite-lived intangibles are assessed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If an asset is considered to be impaired the impairment recognized is equal to the amount by which the carrying value of the asset exceeds its fair value. No impairments were recorded during the year ended December 31, 2021 and 2020. Business Combinations The Company applies the provisions of ASC 805, Business Combinations, in accounting for its acquisitions. It requires the Company to recognize separately from goodwill the assets acquired and the liabilities assumed, at the acquisition date fair values. Goodwill as of the acquisition date is measured as the excess of consideration transferred over the acquisition date fair values of the net assets acquired and the liabilities assumed. While the Company uses its best estimates and assumptions to accurately value assets acquired and liabilities assumed at the acquisition date, as well as the contingent consideration, where applicable, its estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, the Company records adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the consolidated statements of operations. In addition, uncertain tax positions and tax-related valuation allowances assumed, if any, in connection with a business combination are initially estimated as of the acquisition date. The Company re-evaluates these items quarterly based upon facts and circumstances that existed as of the acquisition date with any adjustments to the preliminary estimates being recorded to goodwill if identified within the measurement period. Subsequent to the end of the measurement period or final determination of the estimated value of the tax allowance or contingency, whichever comes first, changes to these uncertain tax positions and tax related valuation allowances will affect the income tax provision (benefit) in the consolidated statements of operations and could have a material impact on the results of operations and financial position. Revenue Recognition On January 1, 2019, the Company adopted Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, Topic 606, Revenue from Contracts with Customers, or ASC 606, using the modified retrospective method. The Company generates revenue mainly from the sale of wireless connectivity solutions and technologies. A portion of revenue is generated from service agreements and data subscription plans with certain customers. The revenue generated from service and data subscription plans is insignificant. The Company recognizes revenue to depict the transfer of control of the promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled for those goods or services. Control transfers to customers either when the products are shipped to or received by the customer, based on the terms of the specific agreement with the customer. Revenue from NimbeLink's data subscription plans is recognized over the period of the subscription. The Company records revenue based on a five-step model in accordance with ASC 606 whereby the company (i) identifies the contract(s) with the customer, (ii) identifies the performance obligations in the contract, (iii) determines the transaction price, (iv) allocates the transaction price to the performance obligation(s) in the contract and (v) recognizes the revenue when (as) the entity satisfies performance obligations. The Company only applies the five-step model when it is probable that the entity will collect substantially all of the consideration it is entitled to in exchange for the goods or services it transfers to the customer. For product sales, each purchase order, along with existing customer agreements, when applicable, represents a contract from a customer and each product sold represents a distinct performance obligation. The contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. The majority of our revenue is recognized on a “point-in-time” basis when control has passed to the customer. The revenue from service contracts is recognized either at a "point-in-time" or “over time” based on the terms and conditions in the contract. Revenue from data subscription plans are recognized “over time”. A portion of the Company's sales is made through distributors under agreements allowing for pricing credits and/or rights of return under certain circumstances. A reserve for potential rights of return from distributors of $ 109,000 was recorded as of December 31, 2021 . No reserve for potential rights of return from distributors was recorded as of December 31, 2020. The Company's contracts with customers do not typically include extended payment terms. Payment terms may vary by contract and type of customer and generally range from 30 to 90 days from delivery. The Company provides assurance-type warranties on all product sales ranging from one to two years. The estimated warranty costs are accrued for at the time of sale based on historical warranty experience plus any known or expected changes in warranty exposure. The Company has recorded a warranty reserve of $ 58,000 and $ 10,000 as of December 31, 2021 and December 31, 2020, respectively. The Company has opted to not disclose the portion of revenues allocated to partially unsatisfied performance obligations, which represent products to be shipped within 12 months under open customer purchase orders, at the end of the current reporting period as allowed under ASC 606. The Company has also elected to record sales commissions when incurred, pursuant to the practical expedient under ASC 340, Other Assets and Deferred Costs, as the period over which the sales commission asset that would have been recognized is less than one year. There were no contract assets at December 31, 2021 and 2020. As of December 31, 2021, and 2020 , the Company recorded $ 79,000 and $ 19,000 of contract liabilities, respectively. Shipping and Transportation Costs Shipping and other transportation costs—expensed as incurred—were $ 444,000 and $ 166,000 for the years ended December 31, 2021 and 2020 , respectively. These costs are included in sales and marketing expenses in the accompanying consolidated statements of operations. Research and Development Costs Research and development costs are expensed as incurred. Advertising Costs Advertising costs—expensed as incurred—were $ 270,000 and $ 60,000 for the years ended December 31, 2021 and 2020 , respectively. These costs are included in sales and marketing expenses in the accompanying consolidated statements of operations. Income Taxes The Company records income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. When applicable a valuation allowance is established to reduce any deferred tax asset when it is determined that it is more likely than not that some portion of the deferred tax asset will not be realized. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest related to unrecognized tax benefits in interest expense and penalties in general and administrative expenses. Stock-Based Compensation We recognize compensation costs related to stock options and restricted stock units granted to employees and directors based on the estimated fair value of the awards on the date of grant. We estimate the grant date fair value, and the resulting stock-based compensation expense, using the Black-Scholes option-pricing model. The grant date fair value of stock-based awards is expensed on a straight-line basis over the vesting period of the respective award. The assumptions used in the Black-Scholes option-pricing model are as follows: • Fair value of our common stock . The Company’s common stock is valued by reference to the publicly traded price of our common stock. • Expected term . The expected term represents the period of time stock-based awards are expected to be outstanding. • Expected volatility . From 2016 through 2017, the Company estimated expected volatility using weighted average historical volatilities of comparable publicly traded companies within our industry. Beginning 2018, the Company began using its historical share prices along with volatilities of the selected comparable companies, to calculate a weighted average volatility. • Risk-free interest rate . The risk-free interest rate is based on the U.S. Treasury yield in effect at the time of grant for zero coupon U.S. Treasury notes with maturities approximately equal to the expected term. • Expected dividend . The expected dividend is assumed to be zero as the Company has never paid dividends and have no current plans to pay any dividends. Compensation cost is expensed on a straight-line basis over the requisite service period of the entire reward. The Company recognizes forfeitures when incurred. Fair Value Measurements The carrying values of the Company’s financial instruments, including cash, trade accounts receivable, accounts payable, accrued liabilities and deferred purchase price obligations approximate their fair values due to the short maturity of these instruments. Fair value measurements are market-based measurements, not entity-specific measurements. Therefore, fair value measurements are determined based on the assumptions that market participants would use in pricing the asset or liability. The Company follows a three-level hierarchy to prioritize the inputs used in the valuation techniques to derive fair values. The basis for fair value measurements for each level within the hierarchy is described below: • Level 1: Quoted prices in active markets for identical assets or liabilities. • Level 2: Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs are observable in active markets. • Level 3: Valuations derived from valuation techniques in which one or more significant inputs are unobservable in active markets. Recently Adopted Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which requires lessees to recognize most leases on their balance sheets as lease liabilities, representing a liability to make lease payments, and corresponding right-of-use assets representing its right to use the underlying asset. The Company adopted the new accounting standard using the modified retrospective transition option as of the effective date on January 1, 2021. The adoption of this standard had a material impact on the Company's consolidated balance sheets. The adoption did not have an impact on the Company's consolidated statements of operations. See Note 11 for disclosures related to the adoption of this standard. In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes, as part of its initiative to reduce complexity in accounting standards. The amendments in the ASU include removing exceptions to incremental intraperiod tax allocation of losses and gains from different financial statement components, exceptions to the method of recognizing income taxes on interim period losses, and exceptions to deferred tax liability recognition related to foreign subsidiary investments. In addition, the ASU requires that entities recognize franchise tax based on an incremental method and requires an entity to evaluate the accounting for step-ups in the tax basis of goodwill as inside or outside of a business combination. The Company has adopted this standard as of January 1, 2021. The adoption of this standard did not have a material impact on the Company's consolidated financial statements. Recently Issued Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments . This standard changes the methodology for measuring credit losses on financial instruments and the timing of when such losses are recorded. In December 2019, the FASB issued ASU 2019-10, Effective Dates which updated the effective dates of adoption of ASU 2016-13 for Smaller Reporting Companies, for annual and interim periods in fiscal years beginning after December 15, 2022. Companies are required to adopt the standard using a modified retrospective adoption method. The Company continues to evaluate the impact of the standard on its financial statements. In May 2019, the FASB issued ASU 2019-05, Financial Instruments-Credit Losses (Topic 326), Targeted Transition Relief , which provides entities that have certain instruments within the scope of ASC 326-20, Financial Instruments-Credit Losses -Measured at Amortized Cost, with an option to irrevocably elect the fair value option for eligible instruments. The effective date and transition methodology for this standard are the same as in ASU 2016-13. The Company continues to evaluate the impact of the standard on its financial statements. In April 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40), Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options. This guidance clarifies and reduces diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options due to a lack of explicit guidance in the FASB Codification. The ASU 2021-04 is effective for all entities for fiscal years beginning after December 15, 2021. Early adoption is permitted. The Company is currently evaluating the impact of adopting ASU 2021-04 on its consolidated financial statements. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Note 3. Net Loss Per Share Basic net loss per share is calculated by dividing net loss available to common stockholders by the weighted average shares of common stock outstanding for the period. Diluted net loss per share is calculated by dividing net loss by the weighted average shares of common stock outstanding for the period plus amounts representing the dilutive effect of securities that are convertible into common stock. The Company calculates diluted loss per common share using the treasury stock method. The following table presents the computation of net loss per share (in thousands, except per share data): For the Years Ended December 31, 2021 2020 Numerator: Net loss $ ( 10,087 ) $ ( 3,279 ) Denominator: Basic weighted average common shares outstanding 10,019 9,714 Diluted weighted average common shares outstanding 10,019 9,714 Net loss per share: Basic $ ( 1.01 ) $ ( 0.34 ) Diluted $ ( 1.01 ) $ ( 0.34 ) Potentially dilutive securities (in common stock equivalent shares) not included in the calculation of diluted net income (loss) per share because to do so would be anti-dilutive are as follows: For the Years Ended December 31, 2021 2020 Stock options and restricted stock 1,175 1,548 Warrants outstanding — 51 Total common stock equivalent shares 1,175 1,599 |
Business Combinations
Business Combinations | 12 Months Ended |
Dec. 31, 2021 | |
Business Combinations [Abstract] | |
Business Combinations | Note 4. Business Combinations On January 7, 2021, the Company entered into a Stock Purchase Agreement, by and among the Company, NimbeLink, the sellers set forth therein (the Sellers) and Scott Schwalbe in his capacity as seller representative (the Purchase Agreement). NimbeLink is an industrial Internet of Things (IoT) company focused on the design, development and delivery of edge-based cellular connectivity solutions for enterprise customers. The acquisition of NimbeLink supports the Company's transition toward becoming a more system-level company and will play an important role in the Company's overall growth strategy to broaden market diversification, especially within the industrial IoT space. Pursuant to the Purchase Agreement, at the closing on January 7, 2021, the Company acquired all of the outstanding stock of NimbeLink for an upfront cash purchase price of approximately $ 15.0 million, subject to working capital and other customary adjustments of $ 1.0 million and $ 0.7 million in deferred cash payments due to the Sellers fifteen months after the close of the transaction. In addition, NimbeLink’s former security holders may receive up to $ 8.0 million in contingent consideration due to the achievement of revenue targets in 2021. The Company also assumed unvested common stock options of continuing employees and service providers. Acquisition Consideration The following table summarizes the fair value of purchase consideration to acquire NimbeLin k (in thousands) : Cash 15,991 Deferred payments (1) 728 Contingent consideration (2) 5,986 Replacement options (3) 40 Total purchase consideration $ 22,745 (1) The fair value of the holdback payment was determined by discounting to present value, payments totaling $ 0.7 million expected to be made to NimbeLink fifteen months after the close of the transaction. (2) The fair value of contingent consideration is based on applying the Monte Carlo simulation method to forecast achievement under various contingent consideration events which may result in up to $ 8 million in payments subject to the acquired business’s satisfying certain revenue targets in 2021. Key inputs in the valuation include forecasted revenue, revenue volatility and discount rate. Underlying forecast mathematics were based on Geometric Brownian Motion in a risk-neutral framework and discounted back to the applicable period in which the accumulative thresholds were achieved at discount rates commensurate with the risk and expected payout term of the contingent consideration. (3) Represents the pre-combination stock compensation expense for replacement options issued to NimbeLink employees. Purchase Price Allocation The following is an allocation of purchase price as of the closing date based upon an estimate of the fair value of the assets acquired and liabilities assumed by the Company in the acquisition (in thousands) : Cash $ 1,806 Accounts receivable 1,127 Inventory 1,671 Prepaids and other current assets 141 Property and equipment 151 Right of use assets 402 Other assets 194 Identified intangible assets 14,065 Accounts payable ( 654 ) Accrued compensation ( 139 ) Accrued expenses and other current liabilities ( 432 ) Short-term lease liabilities ( 78 ) Long-term lease liabilities ( 324 ) Deferred tax liabilities ( 2,330 ) Identifiable net assets acquired 15,600 Goodwill 7,145 Total purchase price $ 22,745 The following is a summary of identifiable intangible assets acquired and the related expected lives for the finite-lived intangible assets (in thousands) : Category Estimated Fair value Finite-lived intangible assets Market-related intangibles 5 $ 1,700 Customer relationships 5 8,950 Developed technology 12 2,600 Covenants to non-compete 2 115 Indefinite-lived intangible assets In-process research and development N/A 700 Total identifiable intangible assets acquired $ 14,065 Assumptions in the Allocations of Purchase Price Management prepared the purchase price allocations and in doing so considered or relied in part upon reports of a third-party valuation expert to calculate the fair value of certain acquired assets, which primarily included identifiable intangible assets and inventory, and the portions of the purchase consideration expected to be paid to NimbeLink securityholders in the future, as described above. Certain NimbeLink securityholders that are employees are not required to remain employed in order to receive the deferred payments and contingent consideration; accordingly, the fair value of the deferred payments and contingent consideration have been accounted for as a portion of the purchase consideration. Estimates of fair value require management to make significant estimates and assumptions. The Company recorded $ 2.0 million during the year ended December 31, 2021 to reflect the change in the fair value of the contingent consideration based on the actual revenue recognized during the year ended December 31, 2021. Contingent consideration and the holdback payment as of December 31, 2021 , was $ 8.0 million and $ 0.7 million, respectively. The contingent consideration and holdback liabilities were recorded to deferred purchase price liabilities in other current liabilities in the Company's consolidated balance sheet. The change in the fair value of contingent consideration was recorded as a component of operating expenses in the consolidated statements of operations for the year ended December 31, 2021. The contingent consideration and holdback payment is expected to be paid in the second quarter of 2022. The goodwill recognized is attributable primarily to the acquired workforce, expected synergies, and other benefits that the Company believes will result from integrating the operations of the NimbeLink business with the operations of the Company. Certain liabilities included in the purchase price allocations are based on management’s best estimates of the amounts to be paid or settled and based on information available at the time the purchase price allocations were prepared. There have been no adjustments between the preliminary purchase price allocations reflected as of March 31, 2021 and the purchase price allocation reflected as of December 31, 2021. The fair value of the customer relationships was determined using the multi-period excess earnings method (MPEEM). MPEEM estimates the value of an intangible asset by quantifying the amount of residual (or excess) cash flows generated by the asset, and discounting those cash flows to the present. Future cash flows for contractual and non-contractual customers were estimated based on forecasted revenue and costs, taking into account the growth rates and contributory charges. The fair value of market-related intangible assets, developed technology, and in-process research and development (IPR&D) was determined using the Relief-from-Royalty method. The Relief-from-Royalty method is a specific application of the discounted-cash-flow method, which is a form of the income approach. It is based on the principle that ownership of the intangible asset relieves the owner of the need to pay a royalty to another party in exchange for rights to use the asset. Key assumptions to estimate the hypothetical royalty rate include observable royalty rates, which are royalty rates in negotiated licenses and market-based royalty rates which are royalty rates found in available market data for licenses involving similar assets. Developed technology will begin amortizing immediately and IPR&D will begin amortizing upon the completion of each project. During the year ended December 31, 2021 , all IPR&D projects were completed and transferred to developed technology, with a twelve-year estimated life. The fair value of non-compete intangible assets was estimated using the with-or-without method. The with-and-without method estimates the value of an intangible asset by quantifying the loss of economic profits under a hypothetical condition where only the subject intangible does not exist and needs to be re-created. Projected revenues, operating expenses and cash flows are calculated in each "with" and "without" scenario and the difference in the cash flow is discounted to present value. Inventory was valued at net realizable value. Raw materials were valued at book value and finished goods were valued assuming hypothetical revenues from finished goods adjusted for disposal costs, profit attributable to the seller and holding costs. An inventory step-up of $ 0.4 million is included in the purchase price allocation above. The Company assumed liabilities in the acquisition which primarily consist of accrued employee compensation and certain operating liabilities. The liabilities assumed in these acquisitions are included in the respective purchase price allocations above. Goodwill recorded in connection with the NimbeLink acquisition was $ 7.1 million. The Company does not expect to deduct any of the acquired goodwill for tax purposes. Supplemental proforma financial information The following unaudited pro forma financial information presents the combined results of operations for each of the periods presented as if the NimbeLink acquisition had occurred at the beginning of 2020 (in thousands): For the Years Ended December 31, 2021 2020 Net revenue - pro forma combined $ 64,305 $ 60,994 Net loss - pro forma combined ( 10,088 ) ( 5,593 ) The following adjustments were included in the unaudited pro forma combined net revenues (in thousands) : For the Years Ended December 31, 2021 2020 Net revenue $ 64,273 $ 48,502 Add: Net revenue - acquired businesses 32 12,492 Net revenues - pro-forma combined $ 64,305 $ 60,994 The following adjustments were included in the unaudited pro forma combined net income (loss) (in thousands) : For the Years Ended December 31, 2021 2020 Net income (loss) $ ( 10,087 ) $ ( 3,279 ) Add: Results of operations of acquired business ( 310 ) 291 Less: pro forma adjustments Amortization of historical intangibles — 92 Amortization of acquired intangibles ( 38 ) ( 2,407 ) Inventory fair value adjustments 353 ( 353 ) Interest income ( 6 ) — Interest expense — 63 Net loss - pro forma combined $ ( 10,088 ) $ ( 5,593 ) The unaudited pro forma financial information has been adjusted to reflect the amortization expense for acquired intangibles, removal of historical intangible asset amortization and recognition of expense associated with the step-up of inventory. The pro forma data is presented for illustrative purposes only, and the historical results of NimbeLink are based on its books and records prior to the acquisition, and is not necessarily indicative of the consolidated results of operations of the combined business had the acquisition actually occurred at the beginning of fiscal year 2020. In addition, future results may vary significantly from the pro forma results reflected herein and should not be relied upon as an indication of the results of future operations of the combined business. The unaudited pro forma financial information does not reflect any operating efficiencies and cost savings that may be realized from the integration of the acquired entity. Revenue generated from acquired NimbeLink products for the year ended December 31, 2021 was the main driver of the increase in revenue from the Enterprise market, as disclosed in Note 18. Net income of $ 0.7 million for the year ended December 31, 2021, related to NimbeLink, was included in the Company's consolidated statements of operations. The Company does not consider the revenue and net loss related to the acquired entity to be indicative of results of the acquisition due to integration activities since the acquisition date. Also see Note 8, Goodwill and Intangible Assets for further information on goodwill and intangible assets related to the NimbeLink acquisition. |
Cash, Cash Equivalents and Shor
Cash, Cash Equivalents and Short-Term Investments | 12 Months Ended |
Dec. 31, 2021 | |
Cash and Cash Equivalents [Abstract] | |
Cash, Cash Equivalents and Short-Term Investments | Note 5. Cash and Cash Equivalents The following tables show the Company’s cash and cash equivalents by significant investment category as of December 31 (in thousands) : December 31, 2021 Amortized Estimated fair value Cash and cash equivalents Cash $ 3,702 $ 3,702 $ 3,702 Level 1: Money market funds 10,809 10,809 10,809 Total $ 14,511 $ 14,511 $ 14,511 December 31, 2020 Amortized Estimated fair value Cash and cash equivalents Cash $ 2,779 $ 2,779 $ 2,779 Level 1: Money market funds 35,394 35,394 35,394 Total $ 38,173 $ 38,173 $ 38,173 |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Inventories | Note 6. Inventories Inventories are comprised of the following as of December 31 (in thousands) : December 31, December 31, 2021 2020 Raw materials $ 7,955 $ 793 Finished goods 1,041 233 Reserves ( 47 ) ( 10 ) Total Inventory $ 8,949 $ 1,016 As of December 31, 2021, $ 3.8 million of raw materials and $ 0.4 million of finished goods inventories are on consignment at the Company's contract manufacturers. As of December 31, 2020, there was no consigned inventory at contract manufacturers. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 7. Property and Equipment Depreciation and amortization of property and equipment is calculated on the straight-line method based on estimated useful lives of the assets. Leasehold improvements are depreciated over the shorter of their useful life or lease term. Property and equipment consist of the following at December 31 (in thousands) : December 31, December 31, 2021 2020 Computers and software $ 657 $ 596 Furniture, fixtures, and equipment 398 400 Manufacturing and testing equipment 4,700 3,874 Construction in process 40 120 Leasehold improvements 932 932 Property and equipment, gross 6,727 5,922 Less accumulated depreciation ( 4,029 ) ( 3,545 ) Property and equipment, net $ 2,698 $ 2,377 Depreciation expense was $ 0.5 million for the years ended December 31, 2021 and 2020 , respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Note 8. Goodwill and Intangible Assets The change in the carrying amount of goodwill was as follows (in thousands) : Goodwill as of December 31, 2020 $ 3,700 Changes in goodwill 7,145 Goodwill as of December 31, 2021 $ 10,845 There were no changes to goodwill during the year ended December 31, 2020. Cumulative goodwill impairments as of December 31, 2021 and 2020 were $ 0 . The following is a summary of the Company’s acquired intangible assets as of December 31 (dollars in thousands) : December 31, 2021 Weighted Gross Accumulated Net Market related intangibles 5 $ 1,820 $ 454 $ 1,366 Customer relationships 7 13,780 4,447 9,333 Developed technologies 11 4,380 908 3,472 Covenants to non-compete 2 115 57 58 Total intangible assets, net $ 20,095 $ 5,866 $ 14,229 December 31, 2020 Weighted Gross Accumulated Net Market related intangibles 3 $ 120 $ 120 $ — Customer relationships 10 4,830 2,203 2,627 Developed technologies 9 1,080 539 541 Total intangible assets, net $ 6,030 $ 2,862 $ 3,168 The estimated annual amortization of intangible assets for the next five years and thereafter is shown in the following table (actual amortization expense to be reported in future periods could differ from these estimates as a result of acquisitions, divestitures, and asset impairments, among other factors) (in thousands) : Estimated future amortization 2022 3,026 2023 2,969 2024 2,968 2025 2,958 2026 557 Thereafter 1,751 Total $ 14,229 Amortization expense was $ 3.0 million and $ 0.6 million for the years ended December 31, 2021 and 2020 , respectively. |
Accrued Liabilities and Other
Accrued Liabilities and Other | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities and Other | Note 9. Accrued Liabilities and Other Accrued liabilities and other is comprised of the following as of December 31 (in thousands) : December 31, December 31, 2021 2020 Accrued expenses $ 1,277 $ 519 VAT payable 339 327 Accrued income taxes 258 182 Contract liabilities 79 19 Other current liabilities 880 140 Accrued liabilities and other $ 2,833 $ 1,187 |
Long-term Notes Payable (Includ
Long-term Notes Payable (Including Current Portion) and Line of Credit | 12 Months Ended |
Dec. 31, 2021 | |
Long-term Debt, Unclassified [Abstract] | |
Long-term Notes Payable and Line of Credit | Note 10. Note Payable and Line of Credit On January 7, 2021, as a result of the Nimbelink acquisition, the Company assumed a revolving line of credit (Line of Credit) with Choice Financial Group (Choice) whereby Choice had made available to the Company a secured credit facility of up to the lesser of (1) $ 1.5 million or (2) the sum of (a) 80 % of the aggregate amount of third party accounts receivable balances, excluding progress billings, foreign receivables, accounts subject to dispute or setoff and doubtful accounts (Eligible Accounts) aged less than 90 days, net of 10 % allowance, and (b) 25 % of raw materials and finished goods, except those held at named contract manufacturer, after a 10 % reserve for excess and obsolete inventory. Amounts borrowed under the Line of Credit bore interest at the prime rate plus 1%, payable monthly. The facility was secured by a commercial guarantee and a lien over the property of NimbeLink including inventory, equipment, accounts receivable, investments, deposit accounts, other rights to payment and performance and general intangibles. No amounts were borrowed under this facility during the year ended December 31, 2021 and in April 2021, the Company closed the Line of Credit with Choice. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Leases | Note 11. Leases Operating leases The Company adopted ASC 842 on January 1, 2021, using the effective date transition method, which requires a cumulative-effect adjustment to the opening balance of retained earnings on the effective date. As a result of the adoption of ASC 842, the Company recognized right-of-use assets and lease liabilities of $ 3.2 million and $ 3.5 million, respectively, as of the January 1, 2021 effective date. There was no impact to opening retained earnings or to the consolidated statement of operations from the adoption of ASC 842. The Company has made certain assumptions and judgements when applying ASC 842 including the adoption of the package of practical expedients available for transition. The practical expedients allowed the Company to not reassess (i) whether expired or existing contracts contained leases, (ii) lease classification for expired or existing leases and (iii) previously capitalized initial direct costs. The Company also elected not to recognize right-of-use assets and lease liabilities for short-term leases (leases with a term of twelve months or less). Operating lease arrangements primarily consist of office, warehouse and test house leases expiring at various years through 2025 . The facility leases have original lease terms of two to seven years and contain options to extend the lease up to 5 years or terminate the lease. Options to extend are included in leased right-of-use assets and lease liabilities in the consolidated balance sheet when the Company is reasonably certain it will renew the underlying leases. Since the implicit rate of such leases is unknown and the Company is not reasonably certain to renew its leases, the Company has elected to apply a collateralized incremental borrowing rate to facility leases on the original lease term in calculating the present value of future lease payments. As of December 31, 2021, the weighted average discount rate for operating leases was 3.6 % and the weighted average remaining lease term for operating leases was 3.7 years, respectively. The Company has entered into various short-term operating leases primarily for test houses and office equipment, with an initial term of twelve months or less . These short-term leases are not recorded on the Company's consolidated balance sheet and the related lease expense for these short-term leases was $ 0.1 million for the year ended December 31, 2021 and 2020 respectively. Total operating lease cost was $ 1.4 million and $ 1.2 million for the year ended December 31, 2021 and 2020, respectively. Through the acquisition of NimbeLink, the Company assumed a lease, which was recorded as a right-of-use asset and lease liability of $ 0.4 million as of acquisition date. No other right-of-use assets were obtained in exchange for lease liabilities during the year ended December 31, 2021. The table below presents aggregate future minimum payments due under leases, reconciled to lease liabilities included in the consolidated balance sheet as of December 31, 2021 (in thousands): 2022 $ 945 2023 855 2024 812 2025 673 Total minimum payments 3,285 Less imputed interest ( 216 ) Less unrealized translation gain ( 7 ) Total lease liabilities 3,062 Less short-term lease liabilities ( 841 ) Long-term lease liability $ 2,221 |
Treasury Stock
Treasury Stock | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Treasury Stock | Note 12. Treasury Stock In September 2019, the Company’s Board of Directors (the Board) approved a share repurchase program (the 2019 Program) pursuant to which the Company could purchase up to $ 7.0 million of shares of its common stock over the twelve month period following the establishment of the program. The repurchases under the 2019 Program were made from time to time in the open market or in privately negotiated transactions and were funded from the Company’s working capital. Repurchases are made in compliance with Rule 10b-18 of the Securities Exchange Act of 1934, as amended, subject to market conditions, available liquidity, cash flow, applicable legal requirements and other factors. In September 2020, the Board approved an extension to the 2019 Program for an additional twelve-month period ending September 2021. The 2019 Program expired in September 2021. During the year ended December 31, 2021 , the Company repurchased an aggregate of 7,200 shares of its common stock under the repurchase program for a total cost of $ 97,000 . Since inception of the 2019 Program through December 31, 2021 , the Company repurchased a total of approximately 170,000 shares for a total cost of $ 1.7 million. Since inception of the stock repurchase programs, including prior share repurchase programs, the Company has purchased a total of approximately 541,000 shares for a total cost of $ 5.4 million. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 13. Income Taxes Income Taxes The income tax provision (benefit) is as follows (in thousands): For the Years Ended December 31, 2021 2020 Current: U.S. federal $ — $ — State and local 12 ( 2 ) Foreign 218 269 Total current provision 230 267 Deferred: U.S. federal ( 2,203 ) 10 State and local ( 76 ) ( 4 ) Total deferred provision (benefit) ( 2,279 ) 6 Total tax provision $ ( 2,049 ) $ 273 Tax Rate Reconciliation Reconciliations of the total income tax provision tax rate to the statutory federal income tax rate of 21 % for the years ended December 31, 2021 and 2020, respectively, are as follows (in thousands): For the Years Ended December 31, 2021 2020 Income taxes at statutory rates $ ( 2,549 ) $ ( 631 ) State income tax, net of federal benefit ( 64 ) ( 6 ) Permanent items 86 ( 20 ) Equity based compensation ( 364 ) 81 Change in fair value of contingent consideration 428 — Federal research credits ( 313 ) ( 168 ) Federal return to provision 73 ( 136 ) Foreign taxes 218 269 Other 74 29 Change in federal valuation allowance 362 855 $ ( 2,049 ) $ 273 Significant Components of Current and Deferred Taxes The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31, are as follows (in thousands): December 31, 2021 2020 Deferred tax assets: Net operating loss carryforwards $ 7,247 $ 4,741 Research and AMT credits 3,365 2,664 Stock based compensation 1,360 733 Lease liability 746 — Accrued and other 506 928 13,224 9,066 Less valuation allowance ( 9,452 ) ( 8,520 ) Deferred tax assets, net of allowance 3,772 546 Deferred tax liabilities: Fixed assets ( 449 ) ( 344 ) Goodwill ( 349 ) ( 260 ) Right-of-use asset ( 676 ) — Intangible asset ( 2,407 ) — Deferred tax liabilities ( 3,881 ) ( 604 ) Total deferred tax liabilities $ ( 109 ) $ ( 58 ) The Company has established a valuation allowance against its net deferred tax assets due to the uncertainty surrounding the realization of such assets. The Company periodically evaluates the recoverability of the deferred tax assets. At such time it is determined that it is more likely than not that deferred assets are realizable, the valuation allowance will be reduced. The Company has recorded a valuation allowance of $ 9.5 million as of December 31, 2021 as it does not believe it is more likely than not that certain deferred tax assets will be realized due to the recent history of both pre-tax book income and losses, the lack of taxable income available in carryback periods or feasible tax-planning strategies, the limited existing taxable temporary differences, and the subjective nature of forecasting future taxable income into the future. The Company increased its valuation allowance by approximately $ 0.9 million during the year ended December 31, 2021. At December 31, 2021 the Company had federal and state tax loss carryforwards of approximately $ 29.9 million, and $ 11.0 million, respectively. The federal loss generated post 2018 of $ 9.9 million will carryforward indefinitely and be available to offset up to 80 % of future taxable income each year. The remaining federal and state net operating loss carryforwards begin to expire in 2022 and 2028 , respectively, if unused. At December 31, 2021 the Company had federal and state tax credit carryforwards of approximately $ 1.8 million, and $ 1.6 million, respectively, after reduction for uncertain tax positions. The federal credits will begin to expire in 2026 , if unused, and the state credits carryforwards indefinitely. The Internal Revenue Code (IRC) Sections 382 and 383 limit annual use of NOL and research and development credit. In 2021, the Company completed an ownership change analysis pursuant to IRC Section 382 through taxable year ended December 31, 2020, in which the Company determined that the Company had undergone an ownership change on June 30, 2017. While the Company's NOLs and tax credit carryforwards generated prior to June 30, 2017 are subject to an annual limitation pursuant to Sections 382 and 383 of the Code, the NOLs are fully available by December 31, 2020 and the Company does not anticipate a go forward limitation on the Company's NOL carryforwards. The Company's use of federal and state NOLs and tax credit carryforwards could be limited further by ownership changes that occur, or may have occurred, after December 31, 2020. In addition, the ownership change analysis completed through December 31, 2020 did not include a historical change ownership analysis for NimbeLink prior to its acquisition by the Company. Ownership changes occurring for NimbeLink, prior to acquisition by the Company, could subject approximately $ 3 million of NimbeLink's federal NOLs to a limitation. The following table summarizes the reconciliation of the unrecognized tax benefits activity during the years ended December 31 (in thousands): 2021 2020 Beginning unrecognized tax benefits $ 879 $ 765 Gross increases - tax positions in prior period 178 36 Gross increases - current year tax positions 123 78 Purchase accounting 37 — Ending unrecognized tax benefits $ 1,217 $ 879 The unrecognized tax benefit amounts are reflected in the determination of the Company’s deferred tax assets. If recognized, $ 129,000 of these amounts would impact company’s effective tax rate. The Company does not foresee material changes to its uncertain tax benefits within the next twelve months. The Company’s policy is to recognize interest and/or penalties related to income tax matters in income tax expense. The Company has an accrual for interest or penalties of $ 0.1 million on the Company’s balance sheets as of December 31, 2021 and 2020 . The Company has recognized interest and/or penalties of $ 0 in the Statement of Operations for each of the years ended December 31, 2021 and 2020, respectively. Due to the existence of federal and state net operating loss and credit carryovers, the Company’s tax years that remain open and subject to examination by tax jurisdiction are years 2000 and forward for federal and years 2006 and forward for the state of California. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2021 | |
Class of Stock Disclosures [Abstract] | |
Stockholders' Equity | Note 14. Stockholders’ Equity In August 2016, the Company's Board adopted the 2016 Equity Inventive Plan (the 2016 Plan) for employees, directors and consultants. In February 2021, the Board adopted the 2021 Employment Inducement Incentive Award Plan (Inducement Plan), which provides for grants of equity-based awards. 300,000 shares were initially reserved under the Inducement Plan. In January 2021, in connection with the NimbeLink acquisition, the Company assumed the NimbeLink Corp 2016 Stock Incentive Plan and stock options to purchase approximately 23,000 shares of common stock issuable thereunder. The following common stock is reserved for future issuance at December 31 (1) (in thousands): December 31, December 31, 2021 2020 Warrants issued and outstanding — 51 Stock option awards issued and outstanding 2,000 1,760 Authorized for grants under the 2016 Equity Incentive Plan (2) 332 357 Authorized for grants under the Inducement Plan (3) 81 — Authorized for grants under the 2016 Employee Stock Purchase Plan (4) 326 256 2,739 2,424 (1) Treasury stock of 541,000 and 534,000 shares as of December 31, 2021 and 2020 , respectively, are excluded from the table above. (2) On January 1, 2021, the number of authorized shares in the 2016 Plan increased by 391,000 shares pursuant to the evergreen provisions of the 2016 Equity Incentive Plan. (3) On February 5, 2021, 300,000 shares were authorized pursuant to the terms of the Inducement Plan; 225,500 shares were issued under the Inducement Plan during the year ended December 31, 2021 (4) On January 1, 2021, the number of authorized shares in the 2016 Employee Stock Purchase Plan increased by 98,000 shares pursuant to the evergreen provisions of the 2016 Employee Stock Purchase Plan. |
Stock Based Compensation
Stock Based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Note 15. Stock Based Compensation Stock Options In August 2016, the Company’s board of directors adopted the 2016 Equity Incentive Plan (the 2016 Plan) for employees, directors, and consultants. As of December 31, 2021 , 332,000 shares are available for issuance under the 2016 Plan. The vesting period for stock options granted to employees is generally one to four years . All stock options granted under the 2016 Plan have a maximum contractual term of ten years. Commencing in 2019, each non-employee member of the board of directors will receive an annual award on the first trading day in February a number of stock options having a value of $ 30,000 (with the award to the chairperson of the board of directors having a value of $ 45,000 ), (calculated as of the date of grant in accordance with the Black-Scholes option pricing model). The grant-date fair value of each option award is estimated on the date of grant using the Black-Scholes-Merton option-pricing model. The weighted average assumptions for grants during the years ended December 31, 2021 and 2020, are provided in the following table: December 31, December 31, 2021 2020 Expected dividend yield 0 % 0 % Expected volatility 52.4 % 44.1 % Expected term (years) 5.6 5.8 Risk-free interest rate 0.7 % 1.5 % A summary of the Company’s stock option activity is as follows (shares in thousands): Weighted average Number of Exercise Remaining Balance at December 31, 2020 1,760 $ 10.07 7.6 Granted 601 20.67 Exercised ( 226 ) 11.11 Expired/Forfeited ( 135 ) 15.09 Balance at December 31, 2021 2,000 12.79 7.3 Vested and exercisable at December 31, 2021 1,139 9.56 6.3 Vested and expected to vest at December 31, 2021 2,000 12.79 7.3 During the year ended December 31, 2021 , the Company received proceeds of $ 2.5 million from the exercise of options with an intrinsic value of $ 2.4 million. During the year ended December 31, 2020 , the Company received proceeds of $ 1.0 million from the exercise of options with an intrinsic value of $ 0.6 million. The weighted average grant-date fair values of options granted during the years ended December 31, 2021 and 2020 , were $ 9.86 and $ 4.30 , respectively. For stock options vested and expected to vest, the aggregate intrinsic value as of December 31, 2021 and December 31, 2020 was $ 2.2 million and $ 13.6 million respectively. The grant date fair value of shares vested during the years ended December 31, 2021 and 2020 , was $ 1.9 million and $ 2.0 million, respectively. At December 31, 2021 and 2020 , there was $ 5.5 million and $ 3.0 million, respectively, of total unrecognized compensation cost related to unvested stock options granted under the plans. That cost is expected to be recognized over the next 2.5 years. Restricted Stock Units The following table summarizes the Company’s restricted stock unit activity (shares in thousands): Restricted Weighted Balance at December 31, 2020 202 $ 10.51 Grants 258 20.64 Vested and released ( 62 ) 10.50 Forfeited ( 65 ) 14.63 Balance at December 31, 2021 333 17.55 Commencing in 2019, each non-employee member of the board of directors receives, on the first trading day in February of each year, such number of restricted stock units as is determined by dividing (a) $ 30,000 (with the award to the chairperson of the board of directors having a value of $ 45,000 ) by (b) the 30-day trailing average share price. During the year ended December 31, 2021 , 10,500 restricted stock units with an average fair value of $ 22.51 per share were issued to the members of the Company’s board of directors of which 2,500 shares vest equally after each anniversary over a three-year period and the remaining options vesting on the first anniversary of the grant date. 247,200 restricted stock units with an average fair value of $ 20.56 per share were issued to employees which vest equally after each of the annual anniversaries over a four-year period. During the year ended December 31, 2020 , 16,200 restricted stock units with a fair value of $ 9.35 per share were issued to members of the Company’s board of directors which shares vest on the first anniversary of the grant date, and 135,000 restricted stock units with a fair value of $ 10.26 per share were issued to employees which shares vest equally after each of the annual anniversaries, on March 1 of the respective year, over a four-year period. As of December 31, 2021 , there was $ 4.4 million of total unrecognized stock-based compensation expense related to non-vested restricted stock units which is expected to be recognized over a remaining weighted-average vesting period of 2.9 years. The Company currently uses authorized and unissued shares to satisfy share award exercises. Employee Stock Purchase Plan (ESPP) The Company maintains the Employee Stock Purchase Plan (ESPP) that provides employees an opportunity to purchase common stock through payroll deductions. The ESPP is implemented through consecutive 6 -month offering periods commencing on March 1 and September 1 of each year. The first offering period under the ESPP commenced on March 1, 2019. The purchase price is set at 85 % of the fair market value of the Company’s common stock on either the first or last trading day of the offering period, whichever is lower, and annual contributions are limited to the lower of 20 % of an employee’s eligible compensation or such other limits as apply under Section 423 of the Internal Revenue Code for such plans such as the ESPP. The ESPP is intended to qualify as an employee stock purchase plan for purposes of Section 423 of the Internal Revenue Code. Based on the 15 % discount and the fair value of the option feature of the ESPP, it is considered compensatory. Compensation expense is calculated using the fair value of the employees’ purchase rights under the Black-Scholes model. The Company currently uses authorized and unissued shares to satisfy share award exercises. During the year ended December 31, 2021 , the Company received proceeds of $ 0.3 million from the issuance of 27,300 shares and during the year ended December 31, 2020 , proceeds of $ 0.2 million from the issuance of 27,000 shares under the ESPP. Stock-based compensation expense The stock-based compensation is reflected in the statements of operations as follows (in thousands): For the Years Ended December 31, 2021 2020 Cost of goods sold $ 3 $ 2 Research and development 777 548 Sales and marketing 919 390 General and administrative 2,350 1,624 Total stock-based compensation expense $ 4,049 $ 2,564 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Indemnification In some agreements to which the Company is a party, the Company has agreed to indemnify the other party for certain matters, including, but not limited to, product liability and intellectual property. To date, there have been no known events or circumstances that have resulted in any material costs related to these indemnification provisions and no liabilities have been recorded in the accompanying financial statements. Supply Agreement In September 2020, the Company entered into a supply agreement with a vendor to purchase up to $ 2.0 million of inventory during the initial term of the agreement through December 31, 2022. As of December 31, 2021 , the commitment was fulfilled and $ 2.0 million was paid. Employment Agreements On February 18, 2021, the Company entered into an amended and restated employment agreement with Morad Sbahi in connection with his promotion to Senior Vice President, Global Product and Marketing. The amended and restated employment agreement provides for an indefinite term and for at-will employment. Pursuant to the employment agreement, in the event the Company terminates Mr. Sbahi's employment without cause or he resigns for good reason, he is entitled to a lump sum cash payment in an amount equal to twelve months of his base salary plus his target bonus (prorated for the portion of the calendar year during which such termination occurs) and continuation of health benefits at the Company's expense for a period of twelve months following the date of termination. On April 19, 2021, the Company entered into an employment agreement with Dr. Ali Sadri, the Company’s Senior Vice President, Engineering. The employment agreement provides for an indefinite term and for at-will employment. Pursuant to the employment agreement, in the event the Company terminates Mr. Sadri's employment without cause or he resigns for good reason, he is entitled to a lump sum cash payment in an amount equal to twelve months of his base salary plus his target bonus (prorated for the portion of the calendar year during which such termination occurs) and continuation of health benefits at the Company's expense for a period of twelve months following the date of termination. |
Customer and Geographic Informa
Customer and Geographic Information | 12 Months Ended |
Dec. 31, 2021 | |
Risks and Uncertainties [Abstract] | |
Customer and Geographic Information | Note 17. Customer and Geographic Information Concentration of Sales and Accounts Receivable The following represents customers that accounted for 10 % or more of total revenue during the years ended December 31, 2021 and 2020; For the Years Ended December 31, 2021 2020 Customer A 19 % 34 % Customer B 16 % 7 % Customer C 12 % 12 % The following represents customers that accounted for 10 % or more of total accounts receivable as of December 31, 2021 and 2020; As of December, 31 2021 2020 Customer A 29 % 17 % Customer B 11 % 0 % Customer C 7 % 23 % Customer D 2 % 13 % Concentration of Purchases During the year ended December 31, 2021, the Company’s products were primarily manufactured by three contract manufacturers with locations in China, one in Vietnam, one in Minnesota and by the Company’s Arizona facility. Concentration of Property and Equipment The Company’s property and equipment, net by geographic region are as follows: As of December, 31 2021 2020 North America $ 2,288 $ 1,936 Asia Pacific (APAC) 217 249 Europe, Middle East and Africa (EMEA) 193 192 Property and equipment, net $ 2,698 $ 2,377 |
Disaggregated Revenues
Disaggregated Revenues | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregated Revenues | Note 18. Disaggregated Revenues Disaggregated revenues for the years ended December 31 are as follows (in thousands): For the Years Ended December 31, 2021 2020 By Sales Channel: Distributors and resellers $ 38,833 $ 27,356 OEM/ODM/Contract manufacturer 9,218 16,020 Other 16,222 5,126 Total sales $ 64,273 $ 48,502 By Market Group: Consumer $ 26,275 $ 37,129 Enterprise 27,379 3,910 Automotive 10,619 7,463 Total sales $ 64,273 $ 48,502 By Geography: China (including Hong Kong and Taiwan) $ 27,381 $ 35,173 North America 34,301 10,044 Rest of the world 2,591 3,285 Total sales $ 64,273 $ 48,502 Enterprise revenue for year ended December 31, 2021 , is primarily comprised of revenue generated from the sale of industrial Internet of Things products that were acquired through the NimbeLink acquisition. Revenue generated from the United States was $ 33.6 million and $ 9.6 million for the year ended December 31, 2021 and 2020 , respectively. |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2021 | |
Postemployment Benefits [Abstract] | |
Employee Benefit Plan | Note 19. Employee Benefit Plan The Company’s 401(k) plan covers all of the U.S. employees beginning the first of the month following the first 90 days of their employment. Under this plan, employees may elect to contribute up to 20 % of their annual compensation to the 401(k) plan up to the statutorily prescribed annual limit. The Company matches 100 % of the employee’s elective deferrals up to 4 % of their annual compensation. The Company may make discretionary contributions to the 401(k) plan, but there were no discretionary contributions during the year ended December 31, 2021 . The Company’s contribution expense was $ 0.3 million and $ 0.2 million for the years ended December 31, 2021 and 2020, respectively. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 20. Subsequent Events CFO transition On February 8, 2022, the Company announced the resignation of its Chief Financial Officer and Secretary effective at the end of the day on March 1, 2022. Revolving Line of Credit On February 18, 2022 (the “Effective Date”), the Company and its subsidiary, NimbeLink Corp (together the “Borrowers ” ), entered into a loan and security agreement (the Loan Agreement) with Silicon Valley Bank (SVB), pursuant to which the Borrowers have a revolving line of credit (the Revolving Line of Credit) for $ 4.0 million. The Revolving Line of Credit allows for a maximum advance of 80 % of the aggregate face amount of eligible receivables and bears interest at an interest rate of WSJ prime plus 1.75 %. SVB has a first security interest in all of the Borrowers' assets, excluding intellectual property, for which SVB has a negative pledge. The Revolving Line of Credit will mature on February 18, 2023 . Arizona facility shut down In February 2022, the Company determined to move of its in-house manufacturing operations to external contract manufacturers. As a result, the Company will shut down its Arizona manufacturing operations where aftermarket fleet and AirgainConnect products are produced. The shut down of the operations in Arizona is expected to be completed in the second quarter of 2022. The Company estimates that it will incur total aggregate charges of approximately $20,000, mostly related to severance and related costs. The Company does not expect to incur lease exit costs as the lease terminates in April 2022 . The Company expects that most of these charges will be cash expenditures and expects to recognize most of these charges in the first quarter of 2022. Potential product warranty claims In January 2022, the Company was notified of a potential product warranty claim. The Company is currently in the early stages of evaluating the claim and has not yet identified the root cause of the issue. A loss is reasonably possible, however, the Company cannot reasonably estimate the impact of the potential loss at the date of filing. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Description of Business | Description of Business Airgain, Inc. (the Company) was incorporated in the State of California on March 20, 1995, and reincorporated in the State of Delaware on August 17, 2016. The Company is a leading provider of advanced wireless connectivity solutions and technologies used to enable high performance wireless networking across a broad and increasing range of devices and markets, including consumer, enterprise, and automotive. The Company’s headquarters is in San Diego, California with office space and research, design, and test facilities in the United States, United Kingdom, China, and Taiwan. |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary and have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP). All intercompany transactions and investments have been eliminated in consolidation. |
Segment Information | Segment Information The Company’s operations are located primarily in the United States and most of its assets are located in San Diego, California, Scottsdale, Arizona and Plymouth, Minnesota. The Company operates in one segment related to the sale of wireless connectivity solutions and technologies. The Company’s chief operating decision-maker is its chief executive officer, who reviews operating results on an aggregate basis and manages the Company’s operations as a single operating segment. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include valuation of intangible assets and valuation of contingent consideration related to the NimbeLink acquisition. |
Reclassifications | Reclassifications Certain amounts in the prior year financial statements have been reclassified to conform to the presentation of the current year financial statements including the reclassification of shipping and handling expenses from general and administrative expenses to sales and marketing expenses in the Company's consolidated statement of operations as well as reclassification of sales channel and geographic location in the disaggregated revenue disclosures in Note 18. |
Cash Equivalents | Cash Equivalents Cash equivalents are comprised of short-term, highly liquid investments with maturities of 90 days or less at the date of purchase. |
Restricted cash | Restricted Cash As of December 31, 2021 , the Company has $ 175,000 in cash on deposit to secure certain lease commitments. $ 40,000 of the restricted cash is short-term in nature and is recorded in prepaid expenses and other current assets and $ 135,000 , which is restricted for more than twelve months, is recorded in other assets in the Company's consolidated balance sheet. |
Trade Accounts Receivable | Trade Accounts Receivable Trade accounts receivable is adjusted for all known uncollectible accounts. The policy for determining when receivables are past due or delinquent is based on the contractual terms agreed upon. Accounts are written off once all collection efforts have been exhausted. An allowance for doubtful accounts is established when, in the opinion of management, collection of the account is doubtful. The allowance for doubtful accounts was $ 0 as of December 31, 2021 and 2020 . |
Inventory | Inventory The majority of the Company’s products are manufactured by third parties that retain ownership of the inventory until title is transferred to the customer at the shipping point. In some situations, the Company retains ownership of inventory which is held in third party contract manufacturing facilities. In certain instances, shipping terms are delivery-at-place and the Company is responsible for arranging transportation and delivery of goods ready for unloading at the named place. In those instances, the Company bears all risk involved in bringing the goods to the named place and records the related inventory in transit to the customer as inventory on the accompanying balance sheet. The Company also manufactures certain of its products at its facility located in Scottsdale, Arizona. Inventory is stated at the lower of cost or net realizable value. For items manufactured by the Company cost is determined using the weighted average cost method. For items manufactured by third parties, cost is determined using the first-in, first-out method (FIFO). Any adjustments to reduce the cost of inventories to their net realizable value are recognized in earnings in the current period. Provisions for excess and obsolete inventories, estimated based on product life cycles, quality issues, and historical experience, were $ 47,000 and $ 10,000 as of December 31, 2021 and 2020 , respectively. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost and are depreciated using the straight-line method over the estimated useful lives of the assets, generally three to fifteen years . The estimated useful lives for leasehold improvements are determined as either the estimated useful life of the asset or the lease term, whichever is shorter. Repairs and maintenance are expensed as incurred. Property and equipment are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. When assets are disposed of (or otherwise sold), the cost and related accumulated depreciation are removed from the accounts and any gain or loss on the disposal of property and equipment is classified as other expense (income) in the Company's consolidated statement of operations. |
Goodwill | Goodwill Goodwill represents the excess of cost over fair value of net assets acquired. Goodwill is not amortized but is tested for impairment annually using either a qualitative assessment, and / or quantitative assessment, which is based on comparing the fair value of a reporting unit with its carrying amount. If the carrying amount of a reporting unit exceeds its fair value, a goodwill impairment loss is recorded. The Company completes its goodwill impairment test as of December 1 each year or more frequently if it believes indicators of impairment exist. No impairment losses were recorded during the years ended December 31, 2021 and 2020. |
Intangibles | Intangibles The Company’s identifiable intangible assets are comprised of acquired market-related intangibles, developed technologies, customer relationships and non-compete agreements. The cost of the identifiable intangible assets with finite lives is amortized on a straight-line basis over the assets’ respective estimated useful lives. The Company periodically re-evaluates the original assumptions and estimated lives of long-lived assets and finite-lived intangible assets. Long-lived assets and finite-lived intangibles are assessed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If an asset is considered to be impaired the impairment recognized is equal to the amount by which the carrying value of the asset exceeds its fair value. No impairments were recorded during the year ended December 31, 2021 and 2020. |
Business Combinations | Business Combinations The Company applies the provisions of ASC 805, Business Combinations, in accounting for its acquisitions. It requires the Company to recognize separately from goodwill the assets acquired and the liabilities assumed, at the acquisition date fair values. Goodwill as of the acquisition date is measured as the excess of consideration transferred over the acquisition date fair values of the net assets acquired and the liabilities assumed. While the Company uses its best estimates and assumptions to accurately value assets acquired and liabilities assumed at the acquisition date, as well as the contingent consideration, where applicable, its estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, the Company records adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the consolidated statements of operations. In addition, uncertain tax positions and tax-related valuation allowances assumed, if any, in connection with a business combination are initially estimated as of the acquisition date. The Company re-evaluates these items quarterly based upon facts and circumstances that existed as of the acquisition date with any adjustments to the preliminary estimates being recorded to goodwill if identified within the measurement period. Subsequent to the end of the measurement period or final determination of the estimated value of the tax allowance or contingency, whichever comes first, changes to these uncertain tax positions and tax related valuation allowances will affect the income tax provision (benefit) in the consolidated statements of operations and could have a material impact on the results of operations and financial position. |
Revenue Recognition | Revenue Recognition On January 1, 2019, the Company adopted Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, Topic 606, Revenue from Contracts with Customers, or ASC 606, using the modified retrospective method. The Company generates revenue mainly from the sale of wireless connectivity solutions and technologies. A portion of revenue is generated from service agreements and data subscription plans with certain customers. The revenue generated from service and data subscription plans is insignificant. The Company recognizes revenue to depict the transfer of control of the promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled for those goods or services. Control transfers to customers either when the products are shipped to or received by the customer, based on the terms of the specific agreement with the customer. Revenue from NimbeLink's data subscription plans is recognized over the period of the subscription. The Company records revenue based on a five-step model in accordance with ASC 606 whereby the company (i) identifies the contract(s) with the customer, (ii) identifies the performance obligations in the contract, (iii) determines the transaction price, (iv) allocates the transaction price to the performance obligation(s) in the contract and (v) recognizes the revenue when (as) the entity satisfies performance obligations. The Company only applies the five-step model when it is probable that the entity will collect substantially all of the consideration it is entitled to in exchange for the goods or services it transfers to the customer. For product sales, each purchase order, along with existing customer agreements, when applicable, represents a contract from a customer and each product sold represents a distinct performance obligation. The contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. The majority of our revenue is recognized on a “point-in-time” basis when control has passed to the customer. The revenue from service contracts is recognized either at a "point-in-time" or “over time” based on the terms and conditions in the contract. Revenue from data subscription plans are recognized “over time”. A portion of the Company's sales is made through distributors under agreements allowing for pricing credits and/or rights of return under certain circumstances. A reserve for potential rights of return from distributors of $ 109,000 was recorded as of December 31, 2021 . No reserve for potential rights of return from distributors was recorded as of December 31, 2020. The Company's contracts with customers do not typically include extended payment terms. Payment terms may vary by contract and type of customer and generally range from 30 to 90 days from delivery. The Company provides assurance-type warranties on all product sales ranging from one to two years. The estimated warranty costs are accrued for at the time of sale based on historical warranty experience plus any known or expected changes in warranty exposure. The Company has recorded a warranty reserve of $ 58,000 and $ 10,000 as of December 31, 2021 and December 31, 2020, respectively. The Company has opted to not disclose the portion of revenues allocated to partially unsatisfied performance obligations, which represent products to be shipped within 12 months under open customer purchase orders, at the end of the current reporting period as allowed under ASC 606. The Company has also elected to record sales commissions when incurred, pursuant to the practical expedient under ASC 340, Other Assets and Deferred Costs, as the period over which the sales commission asset that would have been recognized is less than one year. There were no contract assets at December 31, 2021 and 2020. As of December 31, 2021, and 2020 , the Company recorded $ 79,000 and $ 19,000 of contract liabilities, respectively. |
Shipping and Transportation Costs | Shipping and Transportation Costs Shipping and other transportation costs—expensed as incurred—were $ 444,000 and $ 166,000 for the years ended December 31, 2021 and 2020 , respectively. These costs are included in sales and marketing expenses in the accompanying consolidated statements of operations. |
Research and Development Costs | Research and Development Costs Research and development costs are expensed as incurred. |
Advertising Costs | Advertising Costs Advertising costs—expensed as incurred—were $ 270,000 and $ 60,000 for the years ended December 31, 2021 and 2020 , respectively. These costs are included in sales and marketing expenses in the accompanying consolidated statements of operations. |
Income Taxes | Income Taxes The Company records income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. When applicable a valuation allowance is established to reduce any deferred tax asset when it is determined that it is more likely than not that some portion of the deferred tax asset will not be realized. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest related to unrecognized tax benefits in interest expense and penalties in general and administrative expenses. |
Stock-Based Compensation | Stock-Based Compensation We recognize compensation costs related to stock options and restricted stock units granted to employees and directors based on the estimated fair value of the awards on the date of grant. We estimate the grant date fair value, and the resulting stock-based compensation expense, using the Black-Scholes option-pricing model. The grant date fair value of stock-based awards is expensed on a straight-line basis over the vesting period of the respective award. The assumptions used in the Black-Scholes option-pricing model are as follows: • Fair value of our common stock . The Company’s common stock is valued by reference to the publicly traded price of our common stock. • Expected term . The expected term represents the period of time stock-based awards are expected to be outstanding. • Expected volatility . From 2016 through 2017, the Company estimated expected volatility using weighted average historical volatilities of comparable publicly traded companies within our industry. Beginning 2018, the Company began using its historical share prices along with volatilities of the selected comparable companies, to calculate a weighted average volatility. • Risk-free interest rate . The risk-free interest rate is based on the U.S. Treasury yield in effect at the time of grant for zero coupon U.S. Treasury notes with maturities approximately equal to the expected term. • Expected dividend . The expected dividend is assumed to be zero as the Company has never paid dividends and have no current plans to pay any dividends. Compensation cost is expensed on a straight-line basis over the requisite service period of the entire reward. The Company recognizes forfeitures when incurred. |
Fair Value Measurements | Fair Value Measurements The carrying values of the Company’s financial instruments, including cash, trade accounts receivable, accounts payable, accrued liabilities and deferred purchase price obligations approximate their fair values due to the short maturity of these instruments. Fair value measurements are market-based measurements, not entity-specific measurements. Therefore, fair value measurements are determined based on the assumptions that market participants would use in pricing the asset or liability. The Company follows a three-level hierarchy to prioritize the inputs used in the valuation techniques to derive fair values. The basis for fair value measurements for each level within the hierarchy is described below: • Level 1: Quoted prices in active markets for identical assets or liabilities. • Level 2: Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs are observable in active markets. Level 3: Valuations derived from valuation techniques in which one or more significant inputs are unobservable in active markets. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which requires lessees to recognize most leases on their balance sheets as lease liabilities, representing a liability to make lease payments, and corresponding right-of-use assets representing its right to use the underlying asset. The Company adopted the new accounting standard using the modified retrospective transition option as of the effective date on January 1, 2021. The adoption of this standard had a material impact on the Company's consolidated balance sheets. The adoption did not have an impact on the Company's consolidated statements of operations. See Note 11 for disclosures related to the adoption of this standard. In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes, as part of its initiative to reduce complexity in accounting standards. The amendments in the ASU include removing exceptions to incremental intraperiod tax allocation of losses and gains from different financial statement components, exceptions to the method of recognizing income taxes on interim period losses, and exceptions to deferred tax liability recognition related to foreign subsidiary investments. In addition, the ASU requires that entities recognize franchise tax based on an incremental method and requires an entity to evaluate the accounting for step-ups in the tax basis of goodwill as inside or outside of a business combination. The Company has adopted this standard as of January 1, 2021. The adoption of this standard did not have a material impact on the Company's consolidated financial statements. Recently Issued Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments . This standard changes the methodology for measuring credit losses on financial instruments and the timing of when such losses are recorded. In December 2019, the FASB issued ASU 2019-10, Effective Dates which updated the effective dates of adoption of ASU 2016-13 for Smaller Reporting Companies, for annual and interim periods in fiscal years beginning after December 15, 2022. Companies are required to adopt the standard using a modified retrospective adoption method. The Company continues to evaluate the impact of the standard on its financial statements. In May 2019, the FASB issued ASU 2019-05, Financial Instruments-Credit Losses (Topic 326), Targeted Transition Relief , which provides entities that have certain instruments within the scope of ASC 326-20, Financial Instruments-Credit Losses -Measured at Amortized Cost, with an option to irrevocably elect the fair value option for eligible instruments. The effective date and transition methodology for this standard are the same as in ASU 2016-13. The Company continues to evaluate the impact of the standard on its financial statements. In April 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40), Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options. This guidance clarifies and reduces diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options due to a lack of explicit guidance in the FASB Codification. The ASU 2021-04 is effective for all entities for fiscal years beginning after December 15, 2021. Early adoption is permitted. The Company is currently evaluating the impact of adopting ASU 2021-04 on its consolidated financial statements. |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Summary of Computation of Net Income or (Loss) Per Share | The following table presents the computation of net loss per share (in thousands, except per share data): For the Years Ended December 31, 2021 2020 Numerator: Net loss $ ( 10,087 ) $ ( 3,279 ) Denominator: Basic weighted average common shares outstanding 10,019 9,714 Diluted weighted average common shares outstanding 10,019 9,714 Net loss per share: Basic $ ( 1.01 ) $ ( 0.34 ) Diluted $ ( 1.01 ) $ ( 0.34 ) |
Summary of Potentially Dilutive Securities | Potentially dilutive securities (in common stock equivalent shares) not included in the calculation of diluted net income (loss) per share because to do so would be anti-dilutive are as follows: For the Years Ended December 31, 2021 2020 Stock options and restricted stock 1,175 1,548 Warrants outstanding — 51 Total common stock equivalent shares 1,175 1,599 |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Restructuring Cost and Reserve [Line Items] | |
Summary of identifiable intangible assets and related expected lives for finite-lived intangible assets | The following is a summary of identifiable intangible assets acquired and the related expected lives for the finite-lived intangible assets (in thousands) : Category Estimated Fair value Finite-lived intangible assets Market-related intangibles 5 $ 1,700 Customer relationships 5 8,950 Developed technology 12 2,600 Covenants to non-compete 2 115 Indefinite-lived intangible assets In-process research and development N/A 700 Total identifiable intangible assets acquired $ 14,065 |
NimbeLink [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Summary of Fair Value of Purchase Consideration | The following table summarizes the fair value of purchase consideration to acquire NimbeLin k (in thousands) : Cash 15,991 Deferred payments (1) 728 Contingent consideration (2) 5,986 Replacement options (3) 40 Total purchase consideration $ 22,745 (1) The fair value of the holdback payment was determined by discounting to present value, payments totaling $ 0.7 million expected to be made to NimbeLink fifteen months after the close of the transaction. (2) The fair value of contingent consideration is based on applying the Monte Carlo simulation method to forecast achievement under various contingent consideration events which may result in up to $ 8 million in payments subject to the acquired business’s satisfying certain revenue targets in 2021. Key inputs in the valuation include forecasted revenue, revenue volatility and discount rate. Underlying forecast mathematics were based on Geometric Brownian Motion in a risk-neutral framework and discounted back to the applicable period in which the accumulative thresholds were achieved at discount rates commensurate with the risk and expected payout term of the contingent consideration. (3) Represents the pre-combination stock compensation expense for replacement options issued to NimbeLink employees. |
Summary of Assets Acquired and Liabilities Assumed at Fair Value | The following is an allocation of purchase price as of the closing date based upon an estimate of the fair value of the assets acquired and liabilities assumed by the Company in the acquisition (in thousands) : Cash $ 1,806 Accounts receivable 1,127 Inventory 1,671 Prepaids and other current assets 141 Property and equipment 151 Right of use assets 402 Other assets 194 Identified intangible assets 14,065 Accounts payable ( 654 ) Accrued compensation ( 139 ) Accrued expenses and other current liabilities ( 432 ) Short-term lease liabilities ( 78 ) Long-term lease liabilities ( 324 ) Deferred tax liabilities ( 2,330 ) Identifiable net assets acquired 15,600 Goodwill 7,145 Total purchase price $ 22,745 |
Summary of Unaudited Pro forma Revenue and Income (loss) | The following unaudited pro forma financial information presents the combined results of operations for each of the periods presented as if the NimbeLink acquisition had occurred at the beginning of 2020 (in thousands): For the Years Ended December 31, 2021 2020 Net revenue - pro forma combined $ 64,305 $ 60,994 Net loss - pro forma combined ( 10,088 ) ( 5,593 ) The following adjustments were included in the unaudited pro forma combined net revenues (in thousands) : For the Years Ended December 31, 2021 2020 Net revenue $ 64,273 $ 48,502 Add: Net revenue - acquired businesses 32 12,492 Net revenues - pro-forma combined $ 64,305 $ 60,994 The following adjustments were included in the unaudited pro forma combined net income (loss) (in thousands) : For the Years Ended December 31, 2021 2020 Net income (loss) $ ( 10,087 ) $ ( 3,279 ) Add: Results of operations of acquired business ( 310 ) 291 Less: pro forma adjustments Amortization of historical intangibles — 92 Amortization of acquired intangibles ( 38 ) ( 2,407 ) Inventory fair value adjustments 353 ( 353 ) Interest income ( 6 ) — Interest expense — 63 Net loss - pro forma combined $ ( 10,088 ) $ ( 5,593 ) |
Cash, Cash Equivalents and Sh_2
Cash, Cash Equivalents and Short-Term Investments (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Cash and Cash Equivalents [Abstract] | |
Schedule of Cash and Cash Equivalents and Short-Term Investments by Significant Investment Category | The following tables show the Company’s cash and cash equivalents by significant investment category as of December 31 (in thousands) : December 31, 2021 Amortized Estimated fair value Cash and cash equivalents Cash $ 3,702 $ 3,702 $ 3,702 Level 1: Money market funds 10,809 10,809 10,809 Total $ 14,511 $ 14,511 $ 14,511 December 31, 2020 Amortized Estimated fair value Cash and cash equivalents Cash $ 2,779 $ 2,779 $ 2,779 Level 1: Money market funds 35,394 35,394 35,394 Total $ 38,173 $ 38,173 $ 38,173 |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current | Inventories are comprised of the following as of December 31 (in thousands) : December 31, December 31, 2021 2020 Raw materials $ 7,955 $ 793 Finished goods 1,041 233 Reserves ( 47 ) ( 10 ) Total Inventory $ 8,949 $ 1,016 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consist of the following at December 31 (in thousands) : December 31, December 31, 2021 2020 Computers and software $ 657 $ 596 Furniture, fixtures, and equipment 398 400 Manufacturing and testing equipment 4,700 3,874 Construction in process 40 120 Leasehold improvements 932 932 Property and equipment, gross 6,727 5,922 Less accumulated depreciation ( 4,029 ) ( 3,545 ) Property and equipment, net $ 2,698 $ 2,377 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Change in the Carrying Amount of Goodwill | The change in the carrying amount of goodwill was as follows (in thousands) : Goodwill as of December 31, 2020 $ 3,700 Changes in goodwill 7,145 Goodwill as of December 31, 2021 $ 10,845 |
Summary of Acquired Intangible Assets | The following is a summary of the Company’s acquired intangible assets as of December 31 (dollars in thousands) : December 31, 2021 Weighted Gross Accumulated Net Market related intangibles 5 $ 1,820 $ 454 $ 1,366 Customer relationships 7 13,780 4,447 9,333 Developed technologies 11 4,380 908 3,472 Covenants to non-compete 2 115 57 58 Total intangible assets, net $ 20,095 $ 5,866 $ 14,229 December 31, 2020 Weighted Gross Accumulated Net Market related intangibles 3 $ 120 $ 120 $ — Customer relationships 10 4,830 2,203 2,627 Developed technologies 9 1,080 539 541 Total intangible assets, net $ 6,030 $ 2,862 $ 3,168 |
Schedule of Estimated Annual Amortization of Intangible Assets | The estimated annual amortization of intangible assets for the next five years and thereafter is shown in the following table (actual amortization expense to be reported in future periods could differ from these estimates as a result of acquisitions, divestitures, and asset impairments, among other factors) (in thousands) : Estimated future amortization 2022 3,026 2023 2,969 2024 2,968 2025 2,958 2026 557 Thereafter 1,751 Total $ 14,229 |
Accrued Liabilities and Other (
Accrued Liabilities and Other (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accrued Liabilities and Other Liabilities [Abstract] | |
Summary of Accrued Liabilities and Other | Accrued liabilities and other is comprised of the following as of December 31 (in thousands) : December 31, December 31, 2021 2020 Accrued expenses $ 1,277 $ 519 VAT payable 339 327 Accrued income taxes 258 182 Contract liabilities 79 19 Other current liabilities 880 140 Accrued liabilities and other $ 2,833 $ 1,187 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Schedule of Future Minimum Lease Payments Under Operating Leases | The table below presents aggregate future minimum payments due under leases, reconciled to lease liabilities included in the consolidated balance sheet as of December 31, 2021 (in thousands): 2022 $ 945 2023 855 2024 812 2025 673 Total minimum payments 3,285 Less imputed interest ( 216 ) Less unrealized translation gain ( 7 ) Total lease liabilities 3,062 Less short-term lease liabilities ( 841 ) Long-term lease liability $ 2,221 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Tax Provision (Benefit) | The income tax provision (benefit) is as follows (in thousands): For the Years Ended December 31, 2021 2020 Current: U.S. federal $ — $ — State and local 12 ( 2 ) Foreign 218 269 Total current provision 230 267 Deferred: U.S. federal ( 2,203 ) 10 State and local ( 76 ) ( 4 ) Total deferred provision (benefit) ( 2,279 ) 6 Total tax provision $ ( 2,049 ) $ 273 |
Schedule of Reconciliation of Income Tax Provision to Statutory Federal Income Tax Rate | Reconciliations of the total income tax provision tax rate to the statutory federal income tax rate of 21 % for the years ended December 31, 2021 and 2020, respectively, are as follows (in thousands): For the Years Ended December 31, 2021 2020 Income taxes at statutory rates $ ( 2,549 ) $ ( 631 ) State income tax, net of federal benefit ( 64 ) ( 6 ) Permanent items 86 ( 20 ) Equity based compensation ( 364 ) 81 Change in fair value of contingent consideration 428 — Federal research credits ( 313 ) ( 168 ) Federal return to provision 73 ( 136 ) Foreign taxes 218 269 Other 74 29 Change in federal valuation allowance 362 855 $ ( 2,049 ) $ 273 |
Deferred Income Tax Assets and Liabilities | The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31, are as follows (in thousands): December 31, 2021 2020 Deferred tax assets: Net operating loss carryforwards $ 7,247 $ 4,741 Research and AMT credits 3,365 2,664 Stock based compensation 1,360 733 Lease liability 746 — Accrued and other 506 928 13,224 9,066 Less valuation allowance ( 9,452 ) ( 8,520 ) Deferred tax assets, net of allowance 3,772 546 Deferred tax liabilities: Fixed assets ( 449 ) ( 344 ) Goodwill ( 349 ) ( 260 ) Right-of-use asset ( 676 ) — Intangible asset ( 2,407 ) — Deferred tax liabilities ( 3,881 ) ( 604 ) Total deferred tax liabilities $ ( 109 ) $ ( 58 ) |
Summary of Reconciliation of Unrecognized Tax Benefit Activity | The following table summarizes the reconciliation of the unrecognized tax benefits activity during the years ended December 31 (in thousands): 2021 2020 Beginning unrecognized tax benefits $ 879 $ 765 Gross increases - tax positions in prior period 178 36 Gross increases - current year tax positions 123 78 Purchase accounting 37 — Ending unrecognized tax benefits $ 1,217 $ 879 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Class of Stock Disclosures [Abstract] | |
Schedule of Common Stock Reserved for Future Issuance | The following common stock is reserved for future issuance at December 31 (1) (in thousands): December 31, December 31, 2021 2020 Warrants issued and outstanding — 51 Stock option awards issued and outstanding 2,000 1,760 Authorized for grants under the 2016 Equity Incentive Plan (2) 332 357 Authorized for grants under the Inducement Plan (3) 81 — Authorized for grants under the 2016 Employee Stock Purchase Plan (4) 326 256 2,739 2,424 (1) Treasury stock of 541,000 and 534,000 shares as of December 31, 2021 and 2020 , respectively, are excluded from the table above. (2) On January 1, 2021, the number of authorized shares in the 2016 Plan increased by 391,000 shares pursuant to the evergreen provisions of the 2016 Equity Incentive Plan. (3) On February 5, 2021, 300,000 shares were authorized pursuant to the terms of the Inducement Plan; 225,500 shares were issued under the Inducement Plan during the year ended December 31, 2021 On January 1, 2021, the number of authorized shares in the 2016 Employee Stock Purchase Plan increased by 98,000 shares pursuant to the evergreen provisions of the 2016 Employee Stock Purchase Plan. |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Weighted Average Assumptions Used in Estimating Fair Value of Stock Options | The grant-date fair value of each option award is estimated on the date of grant using the Black-Scholes-Merton option-pricing model. The weighted average assumptions for grants during the years ended December 31, 2021 and 2020, are provided in the following table: December 31, December 31, 2021 2020 Expected dividend yield 0 % 0 % Expected volatility 52.4 % 44.1 % Expected term (years) 5.6 5.8 Risk-free interest rate 0.7 % 1.5 % |
Summary of Outstanding Stock Option Activity | A summary of the Company’s stock option activity is as follows (shares in thousands): Weighted average Number of Exercise Remaining Balance at December 31, 2020 1,760 $ 10.07 7.6 Granted 601 20.67 Exercised ( 226 ) 11.11 Expired/Forfeited ( 135 ) 15.09 Balance at December 31, 2021 2,000 12.79 7.3 Vested and exercisable at December 31, 2021 1,139 9.56 6.3 Vested and expected to vest at December 31, 2021 2,000 12.79 7.3 |
Summary of Outstanding Restricted Stock Unit Activity | The following table summarizes the Company’s restricted stock unit activity (shares in thousands): Restricted Weighted Balance at December 31, 2020 202 $ 10.51 Grants 258 20.64 Vested and released ( 62 ) 10.50 Forfeited ( 65 ) 14.63 Balance at December 31, 2021 333 17.55 |
Schedule Of Stock Based Compensation Expenses | The stock-based compensation is reflected in the statements of operations as follows (in thousands): For the Years Ended December 31, 2021 2020 Cost of goods sold $ 3 $ 2 Research and development 777 548 Sales and marketing 919 390 General and administrative 2,350 1,624 Total stock-based compensation expense $ 4,049 $ 2,564 |
Customer and Geographic Infor_2
Customer and Geographic Information (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Risks and Uncertainties [Abstract] | |
Schedule of Concentration of Sales and Accounts Receivable | The following represents customers that accounted for 10 % or more of total revenue during the years ended December 31, 2021 and 2020; For the Years Ended December 31, 2021 2020 Customer A 19 % 34 % Customer B 16 % 7 % Customer C 12 % 12 % The following represents customers that accounted for 10 % or more of total accounts receivable as of December 31, 2021 and 2020; As of December, 31 2021 2020 Customer A 29 % 17 % Customer B 11 % 0 % Customer C 7 % 23 % Customer D 2 % 13 % |
Summary Of Long Lived Assets By Geographical Region | The Company’s property and equipment, net by geographic region are as follows: As of December, 31 2021 2020 North America $ 2,288 $ 1,936 Asia Pacific (APAC) 217 249 Europe, Middle East and Africa (EMEA) 193 192 Property and equipment, net $ 2,698 $ 2,377 |
Disaggregated Revenues (Tables)
Disaggregated Revenues (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Summary of Disaggregated Revenues | Disaggregated revenues for the years ended December 31 are as follows (in thousands): For the Years Ended December 31, 2021 2020 By Sales Channel: Distributors and resellers $ 38,833 $ 27,356 OEM/ODM/Contract manufacturer 9,218 16,020 Other 16,222 5,126 Total sales $ 64,273 $ 48,502 By Market Group: Consumer $ 26,275 $ 37,129 Enterprise 27,379 3,910 Automotive 10,619 7,463 Total sales $ 64,273 $ 48,502 By Geography: China (including Hong Kong and Taiwan) $ 27,381 $ 35,173 North America 34,301 10,044 Rest of the world 2,591 3,285 Total sales $ 64,273 $ 48,502 |
Description of Business and B_2
Description of Business and Basis of Presentation - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2021Segment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of operating segments | 1 |
Significant Accounting Polici_3
Significant Accounting Policies - Additional Information (Details) | 12 Months Ended | |
Dec. 31, 2021USD ($)Segmentd | Dec. 31, 2020USD ($) | |
Significant Accounting Policies [Line Items] | ||
Number of operating segments | Segment | 1 | |
Provision for excess and obsolete inventories | $ 47,000 | $ 10,000 |
Restricted cash | 175,000 | |
Restricted Cash and Cash Equivalents | 40,000 | |
Prepaid Expense and Other Assets, Current | 1,272,000 | 1,462,000 |
Prepaid Expense and Other Assets, Non Current | 135,000 | |
Allowance for doubtful trade accounts receivable | 0 | 0 |
Goodwill impairment | 0 | 0 |
Impairment of intangible assets | 0 | 0 |
Reserve For Pricing Credits And Rights Of Return | 109,000 | 0 |
Contract asset | 0 | 0 |
Contract liability | 79,000 | 19,000 |
Shipping and other transportation costs | 444,000 | 166,000 |
Advertising costs | 270,000 | 60,000 |
Warranty Reserves [Member] | ||
Significant Accounting Policies [Line Items] | ||
Estimated warranty costs | $ 58,000 | $ 10,000 |
Minimum [Member] | ||
Significant Accounting Policies [Line Items] | ||
Revenue Recognition Payment Terms | d | 30 | |
Property and equipment, estimated useful life | 3 years | |
Maximum [Member] | ||
Significant Accounting Policies [Line Items] | ||
Revenue Recognition Payment Terms | d | 90 | |
Property and equipment, estimated useful life | 15 years |
Net Loss Per Share - Summary of
Net Loss Per Share - Summary of Computation of Net Loss Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Earnings Per Share [Abstract] | ||
Net loss | $ (10,087) | $ (3,279) |
Weighted Average Number of Shares Outstanding, Basic | 10,019 | 9,714 |
Weighted Average Number of Shares Outstanding, Diluted | 10,019 | 9,714 |
Basic | $ (1.01) | $ (0.34) |
Diluted | $ (1.01) | $ (0.34) |
Net Loss Per Share - Summary _2
Net Loss Per Share - Summary of Potentially Dilutive Securities (Details) - shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Stock Options and Restricted Stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities not included in the calculation of diluted net loss per share | 1,175 | 1,548 |
Warrant Outstanding | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities not included in the calculation of diluted net loss per share | 0 | 51 |
Total common stock equivalent shares [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities not included in the calculation of diluted net loss per share | 1,175 | 1,599 |
Business Combinations - Additio
Business Combinations - Additional Information (Details) - USD ($) $ in Thousands | Jan. 07, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Business Acquisition [Line Items] | ||||
Change in fair value of contingent consideration | $ 2,040 | $ 0 | ||
Goodwill | 10,845 | 3,700 | ||
Net income (loss) | (10,087) | $ (3,279) | ||
NimbeLink | ||||
Business Acquisition [Line Items] | ||||
Cash purchase price prior to customary adjustments | $ 15,000 | |||
Other Customary Adjustments | 1,000 | |||
Deferred payments | [1] | 728 | ||
Holdback Payment | 700 | |||
Change in fair value of contingent consideration | 2,000 | |||
Business Combination, Contingent Consideration | $ 8,000 | |||
IPR&D Projects Estimated Life | 12 years | |||
Purchase price allocation, inventory step-up | 400 | |||
Goodwill | 7,145 | |||
Net income (loss) | $ 700 | |||
NimbeLink | Maximum | ||||
Business Acquisition [Line Items] | ||||
Business combination, consideration transferred, contingent considerations | $ 8,000 | |||
[1] | (1) The fair value of the holdback payment was determined by discounting to present value, payments totaling $ 0.7 million expected to be made to NimbeLink fifteen months after the close of the transaction. |
Business Combinations - Summary
Business Combinations - Summary of Fair Value of Purchase Consideration (Details) - NimbeLink [Member] $ in Thousands | Jan. 07, 2021USD ($) | |
Business Acquisition [Line Items] | ||
Cash | $ 15,991 | |
Deferred payments | 728 | [1] |
Contingent consideration | 5,986 | [2] |
Replacement options | 40 | [3] |
Total purchase consideration | $ 22,745 | |
[1] | (1) The fair value of the holdback payment was determined by discounting to present value, payments totaling $ 0.7 million expected to be made to NimbeLink fifteen months after the close of the transaction. | |
[2] | (2) The fair value of contingent consideration is based on applying the Monte Carlo simulation method to forecast achievement under various contingent consideration events which may result in up to $ 8 million in payments subject to the acquired business’s satisfying certain revenue targets in 2021. Key inputs in the valuation include forecasted revenue, revenue volatility and discount rate. Underlying forecast mathematics were based on Geometric Brownian Motion in a risk-neutral framework and discounted back to the applicable period in which the accumulative thresholds were achieved at discount rates commensurate with the risk and expected payout term of the contingent consideration. | |
[3] | (3) Represents the pre-combination stock compensation expense for replacement options issued to NimbeLink employees. |
Business Combination - Summary
Business Combination - Summary of Fair Value of Purchase Consideration (Details) (Parenthetical) - NimbeLink [Member] $ in Thousands | Jan. 07, 2021USD ($) | |
Restructuring Cost and Reserve [Line Items] | ||
Deferred payments | $ 728 | [1] |
Contingent consideration | 5,986 | [2] |
Maximum [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Contingent consideration | $ 8,000 | |
[1] | (1) The fair value of the holdback payment was determined by discounting to present value, payments totaling $ 0.7 million expected to be made to NimbeLink fifteen months after the close of the transaction. | |
[2] | (2) The fair value of contingent consideration is based on applying the Monte Carlo simulation method to forecast achievement under various contingent consideration events which may result in up to $ 8 million in payments subject to the acquired business’s satisfying certain revenue targets in 2021. Key inputs in the valuation include forecasted revenue, revenue volatility and discount rate. Underlying forecast mathematics were based on Geometric Brownian Motion in a risk-neutral framework and discounted back to the applicable period in which the accumulative thresholds were achieved at discount rates commensurate with the risk and expected payout term of the contingent consideration. |
Business Combinations - Summa_2
Business Combinations - Summary of Assets Acquired and Liabilities Assumed at Fair Value (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Jan. 07, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | |||
Goodwill | $ 10,845 | $ 3,700 | |
NimbeLink [Member] | |||
Business Acquisition [Line Items] | |||
Cash | $ 1,806 | ||
Accounts receivable | 1,127 | ||
Inventory | 1,671 | ||
Prepaid and other current assets | 141 | ||
Property and equipment | 151 | ||
Right of use assets | 402 | ||
Other assets | 194 | ||
Identified intangible assets | 14,065 | ||
Accounts payable | (654) | ||
Accrued compensation | (139) | ||
Accrued expenses and other current liabilities | (432) | ||
Short-term lease liabilities | (78) | ||
Long-term lease liabilities | (324) | ||
Deferred tax liabilities | (2,330) | ||
Identifiable net assets acquired | 15,600 | ||
Goodwill | 7,145 | ||
Total purchase consideration | $ 22,745 |
Business Combinations - Summa_3
Business Combinations - Summary of Identifiable Intangible Assets and Related Expected Lives for Finite-lived Intangible Assets (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Indefinite-lived Intangible Assets Acquired | $ 14,065 |
Market related intangibles | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible assets, fair value | $ 1,700 |
Finite-lived intangible assets, Estimated life in years | 5 years |
Customer relationships | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible assets, fair value | $ 8,950 |
Finite-lived intangible assets, Estimated life in years | 5 years |
Developed technologies | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible assets, fair value | $ 2,600 |
Finite-lived intangible assets, Estimated life in years | 12 years |
Covenants to non-compete | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible assets, fair value | $ 115 |
Finite-lived intangible assets, Estimated life in years | 2 years |
In-process research and development | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Indefinite-lived Intangible Assets Acquired | $ 700 |
Business Combinations - Summa_4
Business Combinations - Summary of Unaudited Pro Forma Financial Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Business Acquisition [Line Items] | ||
Net loss - pro forma combined | $ (10,088) | $ (5,593) |
NimbeLink [Member] | ||
Business Acquisition [Line Items] | ||
Net revenue - pro forma combined | 64,305 | 60,994 |
Net loss - pro forma combined | $ (10,088) | $ (5,593) |
Business Combinations - Summa_5
Business Combinations - Summary of Adjustments in Unaudited Pro Forma Combined Net Revenues (Details) - NimbeLink [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Business Acquisition [Line Items] | ||
Net revenue | $ 64,273 | $ 48,502 |
Add: Net revenue - acquired businesses | 32 | 12,492 |
Net revenue - pro forma combined | $ 64,305 | $ 60,994 |
Business Combinations - Summa_6
Business Combinations - Summary of Adjustments in Unaudited Pro Forma Combined Net Income (Loss) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Business Combinations [Abstract] | ||
Net loss | $ (10,087) | $ (3,279) |
Add: Results of operations of acquired business | (310) | 291 |
Less: pro forma adjustments | ||
Amortization of historical intangibles | 0 | 92 |
Amortization of acquired intangibles | (38) | (2,407) |
Inventory fair value adjustments | 353 | (353) |
Interest income | (6) | 0 |
Interest expense | 0 | 63 |
Net loss - pro forma combined | $ (10,088) | $ (5,593) |
Cash, Cash Equivalents and Sh_3
Cash, Cash Equivalents and Short-Term Investments - Schedule of Cash and Cash Equivalents and Short-term Investments by Significant Investment Category (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Cash And Cash Equivalents And Short Term Investments [Line Items] | ||
Cash | $ 3,702 | $ 2,779 |
Cash and cash equivalents and Short term investments, Amortized cost | 14,511 | 38,173 |
Cash and cash equivalents | 14,511 | 38,173 |
Money Market Funds | Level 1 | ||
Cash And Cash Equivalents And Short Term Investments [Line Items] | ||
Cash equivalents | $ 10,809 | $ 35,394 |
Inventory - Schedule of invento
Inventory - Schedule of inventory (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Inventory, Net [Abstract] | ||
Raw materials | $ 7,955 | $ 793 |
Finished goods | 1,041 | 233 |
Reserves | (47) | (10) |
Total Inventory | $ 8,949 | $ 1,016 |
Inventory - Additional Informat
Inventory - Additional Information (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Public Utilities, Inventory [Line Items] | ||
Inventory, Raw Materials and Supplies, Gross | $ 7,955 | $ 793 |
Inventory, Finished Goods, Gross | 1,041 | 233 |
Inventory at contract manufacturers | $ 0 | |
Raw Materials [Member] | ||
Public Utilities, Inventory [Line Items] | ||
Inventories on consignment | 3,800 | |
Supplies [Member] | ||
Public Utilities, Inventory [Line Items] | ||
Inventories on consignment | $ 400 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property Plant And Equipment [Line Items] | ||
Depreciation expense | $ 546 | $ 463 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 6,727 | $ 5,922 |
Less accumulated depreciation | (4,029) | (3,545) |
Property and equipment, net | 2,698 | 2,377 |
Computers and Software | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 657 | 596 |
Furniture, Fixtures, and Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 398 | 400 |
Manufacturing and Testing Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 4,700 | 3,874 |
Construction in Progress | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 40 | 120 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 932 | $ 932 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Schedule of Change in the Carrying Amount of Goodwill (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill, Beginning Balance | $ 3,700 |
Changes in goodwill | 7,145 |
Goodwill, Ending Balance | $ 10,845 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Summary of Acquired Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Acquired Finite Lived Intangible Assets [Line Items] | ||
Gross carrying amount | $ 20,095 | $ 6,030 |
Accumulated amortization | 5,866 | 2,862 |
Total | $ 14,229 | $ 3,168 |
Market related intangibles | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Weighted average amortization period (years) | 5 years | 3 years |
Gross carrying amount | $ 1,820 | $ 120 |
Accumulated amortization | 454 | 120 |
Total | $ 1,366 | $ 0 |
Customer relationships | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Weighted average amortization period (years) | 7 years | 10 years |
Gross carrying amount | $ 13,780 | $ 4,830 |
Accumulated amortization | 4,447 | 2,203 |
Total | $ 9,333 | $ 2,627 |
Developed technologies | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Weighted average amortization period (years) | 11 years | 9 years |
Gross carrying amount | $ 4,380 | $ 1,080 |
Accumulated amortization | 908 | 539 |
Total | $ 3,472 | $ 541 |
Covenants to non-compete | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Weighted average amortization period (years) | 2 years | |
Gross carrying amount | $ 115 | |
Accumulated amortization | 57 | |
Total | $ 58 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Schedule of Estimated Annual Amortization of Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2022 | $ 3,026 | |
2023 | 2,969 | |
2024 | 2,968 | |
2025 | 2,958 | |
2026 | 557 | |
Thereafter | 1,751 | |
Total | $ 14,229 | $ 3,168 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Change in goodwill balance | $ 0 | |
Amortization | $ 3,004 | 629 |
Cumulative goodwill impairment | $ 0 | $ 0 |
Accrued Liabilities and Other -
Accrued Liabilities and Other - Summary of Accrued Liabilities and Other (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Accrued Liabilities and Other Liabilities [Abstract] | ||
Accrued expenses | $ 1,277 | $ 519 |
VAT payable | 339 | 327 |
Accrued income taxes | 258 | 182 |
Contract liabilities | 79 | 19 |
Other current liabilities | 880 | 140 |
Accrued liabilities and other | $ 2,833 | $ 1,187 |
Long-term Notes Payable (Incl_2
Long-term Notes Payable (Including Current Portion) and Line of Credit - Additional Information (Details) - USD ($) $ in Millions | Jan. 07, 2021 | Dec. 31, 2021 |
Silicon Valley Bank | Revolving Credit Facility | ||
Line Of Credit Facility [Line Items] | ||
Line of credit facility allowable amount | $ 1.5 | |
Revolving line of credit, Description | (2) the sum of (a) 80% of the aggregate amount of third party accounts receivable balances, excluding progress billings, foreign receivables, accounts subject to dispute or setoff and doubtful accounts (Eligible Accounts) aged less than 90 days, net of 10% allowance, and (b) 25% of raw materials and finished goods, except those held at named contract manufacturer, after a 10% reserve for excess and obsolete inventory. Amounts borrowed under the Line of Credit bore interest at the prime rate plus 1%, payable monthly. | |
Domestic Line of Credit [Member] | ||
Line Of Credit Facility [Line Items] | ||
Line of Credit Facility, Covenant Terms | The facility was secured by a commercial guarantee and a lien over the property of NimbeLink including inventory, equipment, accounts receivable, investments, deposit accounts, other rights to payment and performance and general intangibles. No amounts were borrowed under this facility during the year ended December 31, 2021 and in April 2021, the Company closed the Line of Credit with Choice. | |
Domestic Line of Credit [Member] | Revolving Credit Facility | NimbeLink [Member] | ||
Line Of Credit Facility [Line Items] | ||
Line Of Credit Facility Aggregate Eligible Accounts Percentage | 80.00% | |
Line Of Credit Facility Net Allowance Percentage | 10.00% | |
Line Of Credit Facility Raw Materials And Finished Goods Percentage | 25.00% | |
Line Of Credit Facility Reserve For Excess And Obsolete Inventory Percentage | 10.00% |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Lessee, Lease, Description [Line Items] | ||
Leased right-of-use assets | $ 2,777 | $ 0 |
Operating lease liability | $ 3,062 | |
Lessee operating lease description | The practical expedients allowed the Company to not reassess (i) whether expired or existing contracts contained leases, (ii) lease classification for expired or existing leases and (iii) previously capitalized initial direct costs. | |
Operating lease option to extend | 5 years | |
Operating lease weighted average discount rate percent | 3.60% | |
Operating lease weighted average remaining lease term | 3 years 8 months 12 days | |
Right-of-use asset obtained in exchange for operating lease liability | $ 0 | |
Operating lease cost | 1,400 | 1,200 |
Short-term leases expense | $ 100 | $ 100 |
Short-term lessee operating lease term of contract | twelve months or less | |
ASC 842 [Member] | ||
Lessee, Lease, Description [Line Items] | ||
Leased right-of-use assets | $ 3,200 | |
Operating lease liability | $ 3,500 | |
Office Warehouse And Test House [Member] | ||
Lessee, Lease, Description [Line Items] | ||
Lease expiration date | Dec. 31, 2025 | |
NimbeLink [Member] | ||
Lessee, Lease, Description [Line Items] | ||
Operating lease liability | $ 400 | |
Maximum [Member] | ||
Lessee, Lease, Description [Line Items] | ||
Operating lease term of contract | 7 years | |
Minimum [Member] | ||
Lessee, Lease, Description [Line Items] | ||
Operating lease term of contract | 2 years |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Lease Payments on Operating Leases (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
2022 | $ 945 | |
2023 | 855 | |
2024 | 812 | |
2025 | 673 | |
Total minimum payments | 3,285 | |
Less imputed interest | (216) | |
Less unrealized translation gain | (7) | |
Total lease liabilities | 3,062 | |
Less short-term lease liabilities | (841) | $ 0 |
Long-term lease liability | $ 2,221 | $ 0 |
Treasury Stock - Additional Inf
Treasury Stock - Additional Information (Details) - Common Stock - USD ($) $ in Thousands | Sep. 09, 2020 | Sep. 09, 2019 | Dec. 31, 2021 |
Share Repurchase Program August 2017 | |||
Equity Class Of Treasury Stock [Line Items] | |||
Stock repurchase, shares | 541,000 | ||
Stock repurchase, cost | $ 5,400 | ||
Share Repurchase Program September 9, 2019 | |||
Equity Class Of Treasury Stock [Line Items] | |||
Stock approved for repurchase, value | $ 7,000 | ||
Period of stock repurchase program | 12 months | ||
Additional period of stock repurchase program | 12 months | ||
Stock repurchase, shares | 170,000 | ||
Stock repurchase, cost | $ 1,700 | ||
Share Repurchase Program August 2017 and September 2019 | |||
Equity Class Of Treasury Stock [Line Items] | |||
Stock repurchase, shares | 7,200 | ||
Stock repurchase, cost | $ 97,000 |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Tax Provision (Benefit) (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Current: | ||
U.S. federal | $ 0 | $ 0 |
State and local | 12 | (2) |
Foreign | 218 | 269 |
Total current provision | 230 | 267 |
Deferred: | ||
U.S. federal | (2,203) | 10 |
State and local | (76) | (4) |
Total deferred provision (benefit) | (2,279) | 6 |
Total tax provision | $ (2,049) | $ 273 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | Jan. 07, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2018 |
Income Taxes [Line Items] | ||||
U.S. federal statutory tax rate | 21.00% | 21.00% | ||
Valuation allowance | $ 9,452,000 | $ 8,520,000 | ||
Increase in valuation allowance | 900,000 | |||
Unrecognized tax benefit that would impact effective tax rate, if recognized | 129,000 | |||
Income tax interest and penalties accrued | 100,000 | 100,000 | ||
Income tax interest and penalties | 0 | $ 0 | ||
NimbeLink | ||||
Income Taxes [Line Items] | ||||
Cumulative change in ownership | $ 3,000,000 | |||
Federal | ||||
Income Taxes [Line Items] | ||||
Net operating loss carry forwards | $ 1,800,000 | |||
Net operating loss carry forwards, expire period | 2022 | |||
Operating loss carryforward available to offset future taxable income | $ 9,900,000 | |||
Percentage of future taxable income offset by operating loss carryforward | 80.00% | |||
Tax credit carry forwards | $ 29,900,000 | |||
Tax credit carry forwards, expire period | 2026 | |||
State | ||||
Income Taxes [Line Items] | ||||
Net operating loss carry forwards | $ 1,600,000 | |||
Net operating loss carry forwards, expire period | 2028 | |||
Tax credit carry forwards | $ 11,000,000 |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of Income Tax Provision to Statutory Federal Income Tax Rate (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Effective Income Tax Rate Reconciliation, Amount [Abstract] | ||
Income taxes at statutory rates | $ (2,549) | $ (631) |
State income tax, net of federal benefit | (64) | (6) |
Permanent items | 86 | (20) |
Equity based compensation | (364) | 81 |
Change in fair value of contingent consideration | 428 | 0 |
Federal research credits | 313 | 168 |
Federal return to provision | 73 | (136) |
Foreign taxes | 218 | 269 |
Other | 74 | 29 |
Change in federal valuation allowance | 362 | 855 |
Total tax provision | $ (2,049) | $ 273 |
Income Taxes - Deferred Income
Income Taxes - Deferred Income Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 7,247 | $ 4,741 |
Research and AMT credits | 3,365 | 2,664 |
Stock based compensation | 1,360 | 733 |
Lease Liability | 746 | 0 |
Accrued and other | 506 | 928 |
Deferred Tax Assets, Gross | 13,224 | 9,066 |
Less valuation allowance | (9,452) | (8,520) |
Deferred tax assets, net of allowance | 3,772 | 546 |
Deferred tax liabilities: | ||
Fixed assets | (449) | (344) |
Goodwill | (349) | (260) |
Right-of-use asset | (676) | |
Intangible asset | (2,407) | 0 |
Deferred tax liabilities | (3,881) | (604) |
Total deferred tax liabilities | $ (109) | $ (58) |
Income Taxes - Summary of Recon
Income Taxes - Summary of Reconciliation of Unrecognized Tax Benefit Activity (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Beginning unrecognized tax benefits | $ 879 | $ 765 |
Gross increases - tax positions in prior period | 178 | 36 |
Gross increases - current year tax positions | 123 | 78 |
Purchase accounting | 37 | |
Ending unrecognized tax benefits | $ 1,217 | $ 879 |
Stockholders Equity (Additional
Stockholders Equity (Additional Information) (Details) - shares | Dec. 31, 2021 | Feb. 28, 2021 | Dec. 31, 2020 | |
Class of Stock [Line Items] | ||||
Common stock, reserved for future issuance | 2,739,000 | 2,424,000 | ||
2021 Inducement Plan | ||||
Class of Stock [Line Items] | ||||
Shares available for grant | 300,000 | |||
Common stock, reserved for future issuance | [1],[2] | 81,000 | 0 | |
2016 Equity Incentive Plan | ||||
Class of Stock [Line Items] | ||||
Common stock, reserved for future issuance | [2],[3] | 332,000 | 357,000 | |
NimbeLink | 2016 Equity Incentive Plan | ||||
Class of Stock [Line Items] | ||||
Common stock, reserved for future issuance | 23,000 | |||
[1] | On February 5, 2021, 300,000 shares were authorized pursuant to the terms of the Inducement Plan; 225,500 shares were issued under the Inducement Plan during the year ended December 31, 2021 | |||
[2] | Treasury stock of 541,000 and 534,000 shares as of December 31, 2021 and 2020 , respectively, are excluded from the table above. | |||
[3] | On January 1, 2021, the number of authorized shares in the 2016 Plan increased by 391,000 shares pursuant to the evergreen provisions of the 2016 Equity Incentive Plan. |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Common Stock Reserved for Future Issuance (Details) - shares | Dec. 31, 2021 | Dec. 31, 2020 | |
Class Of Stock [Line Items] | |||
Common stock, reserved for future issuance | 2,739,000 | 2,424,000 | |
Warrants Issued and Outstanding | |||
Class Of Stock [Line Items] | |||
Common stock, reserved for future issuance | [1] | 0 | 51,000 |
Stock Option Awards Issued and Outstanding | |||
Class Of Stock [Line Items] | |||
Common stock, reserved for future issuance | [1] | 2,000,000 | 1,760,000 |
Authorized for Grants under the 2016 Equity Incentive Plan | |||
Class Of Stock [Line Items] | |||
Common stock, reserved for future issuance | [1],[2] | 332,000 | 357,000 |
Authorized for grants under the 2016 Employee Stock Purchase Plan | |||
Class Of Stock [Line Items] | |||
Common stock, reserved for future issuance | [1],[3] | 326,000 | 256,000 |
2021 Inducement Plan | |||
Class Of Stock [Line Items] | |||
Common stock, reserved for future issuance | [1],[4] | 81,000 | 0 |
[1] | Treasury stock of 541,000 and 534,000 shares as of December 31, 2021 and 2020 , respectively, are excluded from the table above. | ||
[2] | On January 1, 2021, the number of authorized shares in the 2016 Plan increased by 391,000 shares pursuant to the evergreen provisions of the 2016 Equity Incentive Plan. | ||
[3] | On January 1, 2021, the number of authorized shares in the 2016 Employee Stock Purchase Plan increased by 98,000 shares pursuant to the evergreen provisions of the 2016 Employee Stock Purchase Plan. | ||
[4] | On February 5, 2021, 300,000 shares were authorized pursuant to the terms of the Inducement Plan; 225,500 shares were issued under the Inducement Plan during the year ended December 31, 2021 |
Stockholders' Equity - Schedu_2
Stockholders' Equity - Schedule of Common Stock Reserved for Future Issuance (Parenthetical) (Details) - shares | Jan. 01, 2021 | Dec. 31, 2021 | Feb. 05, 2021 | Dec. 31, 2020 |
Class Of Stock [Line Items] | ||||
Treasury stock, shares at cost | 541,000 | 534,000 | ||
2016 Equity Incentive Plan | ||||
Class Of Stock [Line Items] | ||||
Number of authorized shares increased | 391,000 | |||
2016 Employee Stock Purchase Plan | ||||
Class Of Stock [Line Items] | ||||
Number of authorized shares increased | 98,000 | |||
Inducement Plan | ||||
Class Of Stock [Line Items] | ||||
Number of authorized shares | 300,000 | |||
Number of shares issued | 225,500 |
Stock Based Compensation - Addi
Stock Based Compensation - Additional Information (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Proceeds from exercise of stock options | $ 2,500,000 | $ 1,000,000 | ||
Intrinsic value of stock options exercised | 2,400,000 | 600,000 | ||
Stock-based compensation | $ 4,049,000 | $ 2,564,000 | ||
Common stock, reserved for future issuance | 2,739,000 | 2,424,000 | ||
Weighted average grant-date fair value of options granted | $ 9.86 | $ 4.30 | ||
Stock options expected to vest aggregate intrinsic value | $ 2,200,000 | $ 13,600,000 | ||
Grant date fair value of shares vested | $ 1,900,000 | 2,000,000 | ||
Employee Stock Purchase Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Offering period of employee stock purchase plan | 6 months | |||
Limited percentage of annual contribution | 20.00% | |||
Percentage of discount and fair value of option | 15.00% | |||
Proceeds from stock issued during period | $ 300,000 | $ 200,000 | ||
Number of stock issued during period | 27,300 | 27,000 | ||
Restricted Stock | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total unrecognized compensation cost | $ 5,500,000 | $ 3,000,000 | ||
Total unrecognized compensation cost, period for recognition | 2 years 6 months | |||
Restricted Stock Units | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total unrecognized compensation cost | $ 4,400,000 | |||
Total unrecognized compensation cost, period for recognition | 2 years 10 months 24 days | |||
Restricted stock units, Grants | 258,000 | |||
Restricted stock units, Vested | 62,000 | |||
Weighted average grant date fair value, Grants | $ 20.64 | |||
Restricted stock units, vesting period description | vest equally after each of the annual anniversaries over a four-year period. | |||
Restricted Stock Units | Employees | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Restricted stock units, Grants | 247,200 | 135,000 | ||
Weighted average grant date fair value, Grants | $ 20.56 | $ 10.26 | ||
Restricted stock units, vesting period | 4 years | 4 years | ||
Non-Employee Board of Directors | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of stock option value awarded per year | $ 30,000 | |||
Non-Employee Board of Directors | Restricted Stock Units | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of restricted stock units value awarded per year | $ 30,000 | |||
Board of Directors | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of stock option value awarded per year | $ 45,000 | |||
Board of Directors | Restricted Stock Units | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of restricted stock units value awarded per year | $ 45,000 | |||
Restricted stock units, Grants | 10,500 | 16,200 | ||
Restricted stock units, Vested | 2,500 | |||
Weighted average grant date fair value, Grants | $ 22.51 | $ 9.35 | ||
Restricted stock units, vesting period description | 2,500 shares vest equally after each anniversary over a three-year period and the remaining options vesting on the first anniversary of the grant date. | shares vest equally after each of the annual anniversaries, on March 1 of the respective year, over a four-year period. | ||
Restricted stock units, vesting period | 3 years | |||
Minimum [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Service period for stock options granted to employees | 1 year | |||
Maximum [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Service period for stock options granted to employees | 4 years | |||
Maximum [Member] | Employee Stock Purchase Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Purchase price percentage of market value of common stock | 85.00% | |||
Authorized for Grants under the 2016 Equity Incentive Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Common stock, reserved for future issuance | [1],[2] | 332,000 | 357,000 | |
[1] | On January 1, 2021, the number of authorized shares in the 2016 Plan increased by 391,000 shares pursuant to the evergreen provisions of the 2016 Equity Incentive Plan. | |||
[2] | Treasury stock of 541,000 and 534,000 shares as of December 31, 2021 and 2020 , respectively, are excluded from the table above. |
Stock Based Compensation - Weig
Stock Based Compensation - Weighted Average Assumptions Used in Estimating Fair Value of Stock Options (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based compensation arrangement by share-based payment award, Fair value assumptions and methodology | ||
Expected dividend yield | 0.00% | 0.00% |
Expected volatility | 52.40% | 44.10% |
Expected term (years) | 5 years 7 months 6 days | 5 years 9 months 18 days |
Risk-free interest rate | 0.70% | 1.50% |
Stock Based Compensation - Summ
Stock Based Compensation - Summary of Outstanding Stock Option Activity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | ||
Number of shares, Beginning balance | 1,760,000 | |
Number of shares, Granted | 601,000 | |
Number of shares, Exercised | (226,000) | |
Number of shares, Expired/Forfeited | (135,000) | |
Number of shares, Ending balance | 2,000,000 | 1,760,000 |
Number of shares, Vested and exercisable | 1,139,000 | |
Number of shares, Vested and expected to vest | 2,000,000 | |
Weighted average exercise price, Beginning balance | $ 10.07 | |
Weighted average exercise price, Granted | 20.67 | |
Weighted average exercise price, Exercised | 11.11 | |
Weighted average exercise price, Expired/Forfeited | 15.09 | |
Weighted average exercise price, Ending balance | 12.79 | $ 10.07 |
Weighted average exercise price, Vested and exercisable | 9.56 | |
Weighted average exercise price, Vested and expected to vest | $ 12.79 | |
Weighted average remaining contractual term | 7 years 3 months 18 days | 7 years 7 months 6 days |
Weighted average remaining contractual term, Vested and exercisable | 6 years 3 months 18 days | |
Weighted average remaining contractual term, Vested and expected to vest | 7 years 3 months 18 days |
Stock Based Compensation - Su_2
Stock Based Compensation - Summary of Outstanding Restricted Stock Unit Activity (Details) - Restricted Stock Units shares in Thousands | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Restricted stock units, Beginning balance | shares | 202 |
Restricted stock units, Grants | shares | 258 |
Restricted stock units, Vested and released | shares | (62) |
Forfeited | shares | 65 |
Restricted stock units, Ending balance | shares | 333 |
Weighted average grant date fair value, Beginning balance | $ / shares | $ 10.51 |
Weighted average grant date fair value, Grants | $ / shares | 20.64 |
Weighted average grant date fair value, Vested | $ / shares | 10.50 |
Weighted Average Grant Date Fair Value Forfeited | $ / shares | 14.63 |
Weighted average grant date fair value, Ending balance | $ / shares | $ 17.55 |
Stock Based Compensation - Sche
Stock Based Compensation - Schedule Of Stock Based Compensation Expenses (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based payment arrangement, expense | $ 4,049 | $ 2,564 |
Cost of goods sold | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based payment arrangement, expense | 3 | 2 |
Research and development | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based payment arrangement, expense | 777 | 548 |
Sales and marketing | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based payment arrangement, expense | 919 | 390 |
General and administrative | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based payment arrangement, expense | $ 2,350 | $ 1,624 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - Supply Agreement - USD ($) $ in Millions | Sep. 09, 2020 | Sep. 30, 2020 | Dec. 31, 2021 |
Commitment And Contingencies [Line Items] | |||
Payments for inventory | $ 2 | ||
Lease expiration date | Dec. 31, 2022 | ||
Maximum [Member] | |||
Commitment And Contingencies [Line Items] | |||
Purchase of inventory | $ 2 |
Customer and Geographic Infor_3
Customer and Geographic Information - Additional Information (Details) - Customer Concentration Risk - Customer Category | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Net Revenue | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 10.00% | 10.00% |
Trade Accounts Receivable | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 10.00% | 10.00% |
Customer and Geographic Infor_4
Customer and Geographic Information - Schedule of Concentration of Sales and Accounts Receivable (Details) - Customer Concentration Risk | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Net Revenue | Customer A | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 19.00% | 34.00% |
Net Revenue | Customer B | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 16.00% | 7.00% |
Net Revenue | Customer C | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 12.00% | 12.00% |
Trade Accounts Receivable | Customer A | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 29.00% | 17.00% |
Trade Accounts Receivable | Customer B | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 11.00% | 0.00% |
Trade Accounts Receivable | Customer C | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 7.00% | 23.00% |
Trade Accounts Receivable | Customer D | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 2.00% | 13.00% |
Customer and Geographic Infor_5
Customer and Geographic Information - Schedule Of Long Lived Assets By Geographical Region (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-Lived Assets | $ 2,698 | $ 2,377 |
North America | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-Lived Assets | 2,288 | 1,936 |
Asia Pacific (APAC) | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-Lived Assets | 217 | 249 |
Europe, Middle East and Africa (EMEA) | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-Lived Assets | $ 193 | $ 192 |
Disaggregated Revenues - Summar
Disaggregated Revenues - Summary of Disaggregated Revenues By Sales Channel (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation Of Revenue [Line Items] | ||
Disaggregated revenues | $ 64,273 | $ 48,502 |
Distributors and resellers | ||
Disaggregation Of Revenue [Line Items] | ||
Disaggregated revenues | 38,833 | 27,356 |
OEM/ODM/Contract Manufacturer | ||
Disaggregation Of Revenue [Line Items] | ||
Disaggregated revenues | 9,218 | 16,020 |
Other | ||
Disaggregation Of Revenue [Line Items] | ||
Disaggregated revenues | $ 16,222 | $ 5,126 |
Disaggregated Revenues - Summ_2
Disaggregated Revenues - Summary of Disaggregated Revenues By Market Group (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||
Sales | $ 64,273 | $ 48,502 |
Consumer | ||
Disaggregation of Revenue [Line Items] | ||
Sales | 26,275 | 37,129 |
Enterprise | ||
Disaggregation of Revenue [Line Items] | ||
Sales | 27,379 | 3,910 |
Automotive | ||
Disaggregation of Revenue [Line Items] | ||
Sales | $ 10,619 | $ 7,463 |
Disaggregated Revenues - Summ_3
Disaggregated Revenues - Summary of Disaggregated Revenues By Geography (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation Of Revenue [Line Items] | ||
Disaggregated revenues | $ 64,273 | $ 48,502 |
China including Hong Kong and Taiwan | ||
Disaggregation Of Revenue [Line Items] | ||
Disaggregated revenues | 27,381 | 35,173 |
North America | ||
Disaggregation Of Revenue [Line Items] | ||
Disaggregated revenues | 34,301 | 10,044 |
Rest of the world | ||
Disaggregation Of Revenue [Line Items] | ||
Disaggregated revenues | $ 2,591 | $ 3,285 |
Disaggregated Revenues - Additi
Disaggregated Revenues - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 64,273 | $ 48,502 |
United States | NimbeLink [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 33,600 | $ 9,600 |
Employee Benefit Plan - Additio
Employee Benefit Plan - Additional Information (Detail) - 401 K - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Employers matching contribution, annual vesting percentage | 20.00% | |
Employer matching contribution, percent of match | 100.00% | |
Employer discretionary contribution amount | $ 0 | |
Maximum annual contributions per employee, percent | 4.00% | |
Contribution expense | $ 300 | $ 200 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) $ in Millions | Feb. 18, 2022 | Feb. 28, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Subsequent Event [Line Items] | ||||
Common stock, shares issued | 10,638,000 | 10,318,000 | ||
Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Lease expiration date | Apr. 30, 2022 | |||
Revolving Line of Credit | Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Revolving line of credit amount | $ 4 | |||
Line of credit maximum borrowing rate | 80.00% | |||
Revolving Line of Credit , interest rate | 1.75% | |||
Line of credit facility maturity date | Feb. 18, 2023 |