Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2021 | May 03, 2021 | |
Document and Entity Information | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-36305 | |
Entity Registrant Name | SEMLER SCIENTIFIC, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 26-1367393 | |
Entity Address, Address Line One | 2340-2348 Walsh Avenue, Suite 2344 | |
Entity Address, City or Town | Santa Clara | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 95051 | |
City Area Code | 877 | |
Local Phone Number | 774-4211 | |
Title of 12(b) Security | N/A | |
Trading Symbol | smlr | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 6,725,226 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Entity Central Index Key | 0001554859 | |
Amendment Flag | false |
Condensed Statements of Income
Condensed Statements of Income - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Condensed Statements of Income | ||
Revenues | $ 13,183 | $ 9,430 |
Operating expenses: | ||
Cost of revenues | 1,579 | 850 |
Engineering and product development | 693 | 842 |
Sales and marketing | 2,816 | 2,695 |
General and administrative | 2,076 | 1,591 |
Total operating expenses | 7,164 | 5,978 |
Income from operations | 6,019 | 3,452 |
Interest income | 3 | 2 |
Other expense | (2) | (4) |
Other income (expense) | 1 | (2) |
Pre-tax net income | 6,020 | 3,450 |
Income tax provision | 1,143 | 777 |
Net income | $ 4,877 | $ 2,673 |
Net income per share, basic | $ 0.73 | $ 0.41 |
Weighted average number of shares used in computing basic income per share | 6,710,990 | 6,533,369 |
Net income per share, diluted | $ 0.60 | $ 0.33 |
Weighted average number of shares used in computing diluted income per share | 8,169,375 | 8,065,813 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Current Assets: | ||
Cash | $ 26,478 | $ 22,079 |
Trade accounts receivable, net of allowance for doubtful accounts of $61 and $61, respectively | 4,399 | 2,808 |
Inventory | 639 | 340 |
Prepaid expenses and other current assets | 1,769 | 1,376 |
Total current assets | 33,285 | 26,603 |
Assets for lease | 1,828 | 1,941 |
Property and equipment, net | 351 | 261 |
Other non-current assets | 392 | 418 |
Long-term investments | 3,051 | 3,051 |
Long-term deferred tax assets | 1,739 | 2,365 |
Total assets | 40,646 | 34,639 |
Current liabilities: | ||
Accounts payable | 470 | 677 |
Accrued expenses | 3,477 | 2,798 |
Deferred revenue | 1,049 | 963 |
Other short-term liabilities | 77 | 76 |
Total current liabilities | 5,073 | 4,514 |
Long-term liabilities: | ||
Other long-term liabilities | 305 | 332 |
Total long-term liabilities | 305 | 332 |
Commitments and contingencies (Note 10) | ||
Stockholders' equity: | ||
Common stock, $0.001 par value; 50,000,000 shares authorized; 6,745,806, and 6,725,422 shares issued, and 6,720,806 and 6,700,422 shares outstanding (treasury shares of 25,000 and 25,000, respectively) | 7 | 7 |
Additional paid-in capital | 22,711 | 22,113 |
Retained earnings | 12,550 | 7,673 |
Total stockholders' equity | 35,268 | 29,793 |
Total liabilities and stockholders' equity | $ 40,646 | $ 34,639 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parentheticals) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Condensed Balance Sheets | ||
Allowance for doubtful accounts on trade accounts receivable (in dollars) | $ 61 | $ 61 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 6,745,806 | 6,725,422 |
Common stock, shares outstanding | 6,720,806 | 6,700,422 |
Treasury stock, shares | 25,000 | 25,000 |
Statements of Stockholders' Equ
Statements of Stockholders' Equity - USD ($) $ in Thousands | Common Stock | Treasury Stock | Additional Paid-In Capital | Retained Earnings (Accumulated Deficit) | Total |
Balance at Dec. 31, 2019 | $ 7 | $ 19,400 | $ (6,334) | $ 13,073 | |
Balance (in shares) at Dec. 31, 2019 | 6,556,221 | (25,000) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Stock option exercises | 3 | 3 | |||
Stock option exercises (in shares) | 2,855 | ||||
Stock-based compensation | 67 | 67 | |||
Net income | 2,673 | 2,673 | |||
Balance at Mar. 31, 2020 | $ 7 | 19,470 | (3,661) | 15,816 | |
Balance (in shares) at Mar. 31, 2020 | 6,559,076 | (25,000) | |||
Balance at Dec. 31, 2020 | $ 7 | 22,113 | 7,673 | 29,793 | |
Balance (in shares) at Dec. 31, 2020 | 6,725,422 | (25,000) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Employee stock grant | 537 | 537 | |||
Employee stock grant (in shares) | 5,400 | ||||
Stock option exercises | 9 | $ 9 | |||
Stock option exercises (in shares) | 14,984 | 15,000 | |||
Stock-based compensation | 52 | $ 52 | |||
Net income | 4,877 | 4,877 | |||
Balance at Mar. 31, 2021 | $ 7 | $ 22,711 | $ 12,550 | $ 35,268 | |
Balance (in shares) at Mar. 31, 2021 | 6,745,806 | (25,000) |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income | $ 4,877 | $ 2,673 |
Reconciliation of Net Income to Net Cash Provided by Operating Activities: | ||
Depreciation | 155 | 159 |
Deferred tax expense | 626 | 721 |
Loss on disposal of assets for lease | 83 | 66 |
Allowance for doubtful accounts | 5 | 31 |
Stock-based compensation expense | 589 | 67 |
Changes in Operating Assets and Liabilities: | ||
Trade accounts receivable | (1,595) | 1,875 |
Inventory | (299) | (39) |
Prepaid expenses and other current assets | (393) | (457) |
Other non-current assets | 26 | |
Accounts payable | (207) | 39 |
Accrued expenses | 679 | (1,466) |
Other current and non-current liabilities | (26) | |
Deferred revenue | 86 | 34 |
Net Cash Provided by Operating Activities | 4,606 | 3,703 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Additions to property and equipment | (133) | (91) |
Purchase of assets for lease | (83) | (142) |
Net Cash Used in Investing Activities | (216) | (233) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Exercise of stock options | 9 | 3 |
Net Cash Provided by Financing Activities | 9 | 3 |
INCREASE IN CASH | 4,399 | 3,473 |
CASH, BEGINNING OF PERIOD | 22,079 | 7,741 |
CASH, END OF PERIOD | $ 26,478 | $ 11,214 |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2021 | |
Basis of Presentation | |
Basis of Presentation | 1. Basis of Presentation Semler Scientific, Inc., a Delaware corporation (“Semler” or “the Company”), prepared the unaudited interim financial statements included in this report in accordance with United States generally accepted accounting principles (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. As such, the information included in this quarterly report on Form 10-Q should be read in conjunction with the audited financial statements and notes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 2020 filed with the SEC on March 9, 2021 (the “Annual Report”). In the opinion of management, these financial statements include all adjustments (consisting of normal recurring adjustments) necessary for a fair statement of the financial position, results of operations and cash flows for the periods presented. The results of operations for the interim periods shown in this report are not necessarily indicative of the results that may be expected for any future period, including the full year. Reclassification of Prior Year Presentation Certain prior year amounts have been reclassified for consistency with the current period presentation. These reclassifications had no effect on the reported results of operations. COVID-19 On January 30, 2020, the World Health Organization (“WHO”) declared the recent novel coronavirus (COVID-19) outbreak a global health emergency, which prompted national, state and local governments to begin putting actions in place to slow the spread of COVID-19. In March 2020, the WHO classified the COVID-19 outbreak as a pandemic. The outbreak of COVID-19 resulted in travel restrictions, quarantines, “stay-at-home” and “shelter-in-place” orders and extended shutdown of certain businesses around the world. While restrictions began to ease in the second quarter and activities began to resume, recent outbreaks could lead to restrictions being reimplemented. In the first half of 2020, the Company’s revenues, primarily from variable-fee licenses, were negatively impacted by the COVID-19 pandemic. In the second half of 2020 and the first quarter of 2021, the Company’s revenues, primarily from variable-fee licenses, rebounded to and even exceeded pre-COVID-19 levels. The extent and duration of the pandemic is unknown, and the future effects on the Company’s business are uncertain and difficult to predict. The Company is continuing to monitor the events and circumstances surrounding the COVID-19 pandemic, which may require adjustments to the Company’s estimates and assumptions in the future. Recently Issued Accounting Pronouncements Accounting Pronouncements Recently Adopted In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes In January 2020, the FASB issued ASU No. 2020-01, Investments-Equity Securities (Topic 321), Investments-Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815). In October 2020, the FASB issued ASU No. 2020-10, Codification Improvements Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“Topic 326”). Codification Improvements to Topic 326 Financial Instruments—Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments Financial Instruments – Credit Losses (Topic 326); In March 2020, the FASB issued ASU No. 2020-03, Codification Improvements to Financial Instruments In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting In August 2020, the FASB issued ASU No. 2020-06, Debt--Debt with Conversion and Other Options (Subtopic 470-20) are freestanding instruments and embedded features that are accounted for as derivatives under the current guidance because of failure to meet the settlement conditions of the derivatives scope exception related to certain requirements of the settlement assessment. The FASB simplified the settlement assessment by removing the requirements (1) to consider whether the contract would be settled in registered shares, (2) to consider whether collateral is required to be posted, and (3) to assess shareholder rights. Those amendments also affect the assessment of whether an embedded conversion feature in a convertible instrument qualifies for the derivatives scope exception. Additionally, the amendments in this ASU affect the diluted EPS calculation for instruments that may be settled in cash or shares and for convertible instruments. The ASU reduces the number of accounting models for convertible debt instruments and convertible preferred stock by eliminating the beneficial conversion feature model and cash conversion model. As compared with current GAAP, more convertible debt instruments will be reported as a single liability instrument and more convertible preferred stock as a single equity instrument. The interest rate of more convertible debt instruments will be closer to the coupon interest rate. This ASU is effective for the Company’s fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company has not yet adopted this ASU and is evaluating the effect of adopting this new accounting guidance. In January 2021, the FASB issued ASU No. 2021-01, Reference Rate Reform (Topic 848) |
Variably-Priced Revenue
Variably-Priced Revenue | 3 Months Ended |
Mar. 31, 2021 | |
Variably-Priced Revenue | |
Variably-Priced Revenue | 2. Variably-Priced Revenue The Company recognizes variable-fee licenses (i.e., fee per test) and sales of hardware equipment and accessories in accordance with Topic 606. Total fees from variable-fee licenses represent approximately $5,658 and $2,703 for the three months ended March 31, 2021 and 2020, respectively. Total sales of hardware and equipment accessories represent approximately $331 and $270 of revenues for the three months ended March 31, 2021 and 2020, respectively. Essentially all of the variable-fee licenses are with large healthcare organizations. The remainder of the revenue is earned from leasing the Company's testing product for a fixed fee, which is not subject to Topic 606. |
Inventory
Inventory | 3 Months Ended |
Mar. 31, 2021 | |
Inventory | |
Inventory | 3. Inventory, which is made up of finished goods, is recorded at the lower of cost or net realizable value. Cost is determined on the first-in, first-out method. The Company periodically analyzes its inventory levels to identify inventory that has a cost basis in excess of its estimated realizable value, and writes down such inventory as appropriate. In September 2020, the Company entered into an agreement with Private company #1 to exclusively market and distribute a new product line. Product inventory under this agreement was as follows for the periods presented: Under this agreement, the Company committed to purchase $1,200 of product inventory. The Company prepaid for $900 of product inventory and has received $289 of product inventory as of March 31, 2021. The balance of prepaid inventory was $611 as of March 31, 2021. The Company also agreed to make royalty payments ranging from 0% to 10% of net sales depending on the average net sales price of the distributed products. Unless early terminated in accordance with its terms, this exclusive distribution agreement will remain in full force and effect until December 31, 2024, and thereafter there is an option for this agreement to be automatically renewed for additional 4-year terms. The Company had other hardware inventory of $356 purchased from other vendors as of March 31, 2021. Total inventory, which includes inventory from Private company #1, was $639 and $340 as of March 31, 2021 and December 31, 2020, respectively. |
Assets for Lease, net
Assets for Lease, net | 3 Months Ended |
Mar. 31, 2021 | |
Assets for Lease, net | |
Assets for Lease, net | 4. Assets for Lease, net The Company enters into contracts with customers for the Company’s QuantaFlo ® Revenue from Contracts with Customers Assets for lease consist of the following: March 31, December 31, 2021 2020 Assets for lease $ 3,266 $ 3,407 Less: accumulated depreciation (1,438) (1,466) Assets for lease, net $ 1,828 $ 1,941 Depreciation expense amounted to $113 and $128 for the three months ended March 31, 2021 and 2020, respectively. Reduction to accumulated depreciation for returned items was $141 and $65 for the three months ended March 31, 2021 and 2020, respectively. The Company recognized a loss on disposal of assets for lease in the amount of $83 and $66 for the three months ended March 31, 2021 and 2020, respectively. |
Property and Equipment, net
Property and Equipment, net | 3 Months Ended |
Mar. 31, 2021 | |
Property and Equipment, net | |
Property and Equipment, net | 5. Property and Equipment, net Capital assets consist of the following: March 31, December 31, 2021 2020 Capital assets $ 919 $ 786 Less: accumulated depreciation (568) (525) Capital assets, net $ 351 $ 261 Depreciation expense amounted to $43 and $31 for the three months ended March 31, 2021 and 2020, respectively. |
Long-Term Investments
Long-Term Investments | 3 Months Ended |
Mar. 31, 2021 | |
Long-Term Investments | |
Long-Term Investments | 6. Long-Term Investments Long term investments consist of the following for the periods presented: March 31, December 31, 2021 2020 Investments in Private company #2 $ 2,742 $ 2,742 Investments in Private company #3 309 309 Total $ 3,051 $ 3,051 Private Company #2: In October 2020, the Company purchased 211,928 shares of common stock of Private company #2 from certain sellers in exchange for 40,922 shares of the Company’s common stock. The total fair value of the purchase consideration as of December 31, 2020 was approximately $2,230 . The Company had the right to, in various circumstances, sell any or all of these shares of common stock back to the sellers in exchange for the shares of the Company’s common stock originally issued to the sellers. These rights were tied to (a) Private company #2 completing a bona fide equity financing, (b) the share price in such financing, (c) the timing of delivery of certain documents to the Company or (d) at the Company’s sole option, at any time between March 31, 2021 and October 8, 2021. Subsequent to March 31, 2021, the Company exercised the put option. See Note 14 to the Unaudited Condensed Financial Statements for the details. In September 2020, the Company acquired a promissory note from Private company #2 in the principal amount of $500, $100 of which was retained for expense reimbursement. Subsequently, in December 2020, the Company agreed to convert the promissory note, together with all accrued interest thereon, into shares of preferred stock of Private company #2 as repayment in full of the promissory note. The value of the note exchanged for the shares of preferred stock of Private company #2 held by the Company as of December 31, 2020 was approximately $512. Private Company #3: In October 2020, the Company acquired from a seller a convertible promissory note previously issued by Private company #3 to such seller for a purchase price of $59, which represented the $50 principal amount of the note and all accrued and unpaid interest thereon. Subsequently, in October 2020, the Company purchased $ 250 of shares of preferred stock of Private company #3, and in connection with such transaction, the convertible promissory note, together with all accrued interest thereon, also converted pursuant to its terms into shares of preferred stock of Private company #3 as repayment in full of such convertible promissory note. The value of consideration exchanged for the shares of preferred stock of Private company #3 held by the Company as of March 31, 2021 was approximately $309 . Subsequent to March 31, 2021, the Company entered into a distribution agreement with Private company #3. See Note 14 to the Unaudited Condensed Financial Statements for the details. The investments in Private company #2 and #3 securities that were retained by the Company as of December 31, 2020 and March 31, 2021 were recorded in accordance with ASC 321, Investments – equity securities, which provides that investments in equity securities in privately-held companies without readily determinable fair values are generally recorded at cost, plus or minus subsequent observable price changes in orderly transactions for identical or similar investments, less impairments. The Company elected the practical expedient permitted by ASC 321 and recorded the above investments on a cost basis. As a part of the assessment for impairment indicators, the Company considers significant deterioration in the earnings performance and overall business prospects of the investee as well as significant adverse changes in the external environment these investments operate. If qualitative assessment indicates the investments are impaired, the fair value of these equity securities would be estimated, which would involve a significant degree of judgement and subjectivity. No impairment was recorded during the three months ended March 31, 2021. |
Accrued Expenses
Accrued Expenses | 3 Months Ended |
Mar. 31, 2021 | |
Accrued Expenses | |
Accrued Expenses | 7. Accrued Expenses Accrued expenses consist of the following: March 31, December 31, 2021 2020 Compensation $ 1,749 $ 1,524 Accrued Taxes 1,281 861 Miscellaneous Accruals 447 413 Total Accrued Expenses $ 3,477 $ 2,798 |
Concentration of Credit Risk
Concentration of Credit Risk | 3 Months Ended |
Mar. 31, 2021 | |
Concentration of Credit Risk | |
Concentration of Credit Risk | 8. Concentration of Credit Risk Credit risk is the risk of loss from amounts owed by the financial counterparties. Credit risk can occur at multiple levels; as a result of broad economic conditions, challenges within specific sectors of the economy, or from issues affecting individual companies. Financial instruments that potentially subject the Company to credit risk consist of cash and accounts receivable. The Company maintains cash with major financial institutions. The Company’s cash consists of bank deposits held with banks that, at times, exceed federally insured limits. The Company limits its credit risk by dealing with counterparties that are considered to be of high credit quality and by performing periodic evaluations of the relative credit standing of these financial institutions. Management periodically monitors the creditworthiness of its customers and believes that it has adequately provided for any exposure to potential credit loss. For the three months ended March 31, 2021, two customers accounted for 38.3% and 30.4% of the Company’s revenues, respectively. For the three months ended March 31, 2020, two customers accounted for 46.1% and 21.4%, of the Company’s revenues, respectively. As of December 31, 2020, four customers accounted for 31.2%, 19.4%, 15.7% and 10.4% of the Company’s accounts receivable, respectively. As of March 31, 2021, four customers accounted for 39.5%, 21.4%, 12.8% and 12.0% of the Company’s accounts receivable, respectively. The Company’s largest customer in terms of both revenues and accounts receivable in the three months ended March 31, 2021 is a U.S. diversified healthcare company and its affiliated plans. As of December 31, 2020, two vendors accounted for 15.9% and 24.3% of the Company’s accounts payable, respectively. As of March 31, 2021, three vendors accounted for 34.8%, 10.8% and 10.0% of the Company’s accounts payable, respectively. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2021 | |
Leases | |
Leases | 9. Leases On July 31, 2020, the Company entered into a 61-month lease agreement for office space to use, as necessary, for office administration, lab space and assembly and storage purposes, located in Santa Clara, California. The Company took possession of the leased office space in September 2020, and the lease is effective through September 30, 2025. As of March 31, 2021, the remaining lease term is four years and six months with no options to renew. The Company recognized facilities lease expenses of $44 and $17 for the three months ended March 31, 2021 and March 31, 2020, respectively. The following table summarizes the future minimum rental payments required under operating leases that had initial or remaining non-cancelable lease terms greater than one year as of March 31, 2021: Total 2021 Remaining period $ 64 2022 87 2023 90 2024 93 2025 71 Thereafter — Total undiscounted future minimum lease payments 405 Less: present value discount (23) Total lease liabilities 382 Lease expense in excess cash payment (9) Total ROU asset $ 373 As of March 31, 2021, the Company’s right-of-use (“ROU”) asset was $373 , which was recorded on the Company’s balance sheet as other current assets, and the Company’s current and noncurrent lease liabilities were $77 and $305 , respectively, which were recorded on the Company’s balance sheet as other short-term liabilities and other long-term liabilities, respectively. As of December 31, 2020, the Company’s ROU asset was $399 , which was recorded on the Company’s balance sheet as other current assets, and the Company’s current and noncurrent lease liabilities were $75 and $332 , respectively, which were recorded on the Company’s balance sheet as other short-term liabilities and other long-term liabilities, respectively. Lease Arrangements The Company enters into contracts with customers for the Company’s QuantaFlo ® product. The Company has determined these contracts meet the definition of a lease under Topic 842. The lease portfolio primarily consists of operating leases that are short-term in nature (monthly, quarterly or one year, all of which have renewal options). The Company allocates the consideration in a bundled contract with its customers based on relative standalone selling prices of the lease and non-lease components. The Company made an accounting policy election to apply the practical expedient to not separate lease and eligible non-lease components. The lease component is the predominant component and consists of fees charged for use of the equipment over the period of the arrangement. The nature of the eligible non-lease component is primarily software support. The assets associated with these leasing arrangements are separately identified in the Balance Sheet as Assets for Lease and separately disclosed in Note 4 to the Unaudited Condensed Financial Statements. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies. | |
Commitments and Contingencies | 10. Commitments and Contingencies Facilities Leases On July 31, 2020, the Company entered into a 61-month lease agreement for office space to use, as necessary, for office administration, lab space and assembly and storage purposes, located in Santa Clara, California. The Company took possession of the leased office space in September 2020, and the lease is effective through September 30, 2025. See Note 9 to the Unaudited Condensed Financial Statements for the details. Indemnification Obligations The Company enters into agreements with customers, partners, lenders, consultants, lessors, contractors, sales representatives and parties to certain transactions in the ordinary course of the Company’s business. These agreements may require the Company to indemnify the other party against third party claims alleging that its product infringes a patent or copyright. Certain of these agreements require the Company to indemnify the other party against losses arising from: a breach of representations or covenants, claims relating to property damage, personal injury or acts or omissions of the Company, its employees, agents or representatives. The Company has also agreed to indemnify the directors and certain of the officers and employees in accordance with the by-laws of the Company. These indemnification provisions will vary based upon the nature and terms of the agreements. In many cases, these indemnification provisions do not contain limits on the Company’s liability, and the occurrence of contingent events that will trigger payment under these indemnities is difficult to predict. As a result, the Company cannot estimate its potential liability under these indemnities. The Company believes that the likelihood of conditions arising that would trigger these indemnities is remote and, historically, the Company has not made any significant payment under such indemnification provisions. Accordingly, the Company has not recorded any liabilities relating to these agreements. In certain cases, the Company has recourse against third parties with respect to the aforesaid indemnities, and the Company believes it maintains adequate levels of insurance coverage to protect the Company with respect to potential claims arising from such agreements. |
Stock Incentive Plan
Stock Incentive Plan | 3 Months Ended |
Mar. 31, 2021 | |
Stock Incentive Plan | |
Stock Incentive Plan | 11. Stock Incentive Plan The Company’s stock-based compensation program is designed to attract and retain employees while also aligning employees’ interests with the interests of its stockholders. Stock options have been granted to employees under the stockholder-approved 2007 Key Person Stock Option Plan (“2007 Plan”) and stock options and restricted stock have been granted to employees under the stockholder-approved 2014 Stock Incentive Plan (“2014 Plan”). Stockholder approval of the 2014 Plan became effective in September 2014. The 2014 Plan originally provided that the aggregate number of shares of common stock that may be issued pursuant to awards granted under the 2014 Plan may not exceed 450,000 shares (the “Share Reserve”), however in October 2015, the stockholders approved a 1,500,000 increase to the Share Reserve. In addition, the Share Reserve automatically increases on January 1st of each year, for a period of not more than 10 years, beginning on January 1st of the year following the year in which the 2014 Plan became effective and ending on (and including) January 1, 2024, in an amount equal to 4% of the total number of shares of common stock outstanding on December 31st of the preceding calendar year. The Company’s Board of Directors may act prior to January 1st of a given year to provide that there will be no January 1st increase in the Share Reserve for such year or that the increase in the Share Reserve for such year will be a lesser number of shares of common stock than would otherwise occur. On January 1, 2021, the Share Reserve increased by 268,017 shares due to the automatic 4% increase. The Share Reserve is currently 3,312,882 shares as of March 31, 2021. In light of stockholder approval of the 2014 Plan, the Company no longer grants equity awards under the 2007 Plan. As of March 31, 2021, there were no shares available for future stock-based compensation grants under the 2007 Plan and 1,523,508 shares of an aggregate total of 3,312,882 shares were available for future stock-based compensation grants under the 2014 Plan. Stock Awards The Company granted fully vested stock awards for an aggregate 5,400 shares of common stock to the non-employee members of the board of directors, employees and one non-employee as compensation during the three months ended March 31, 2021. Fair value of these stock awards on grant date was $537. Stock Options Aggregate intrinsic value represents the difference between the closing market value as of March 31, 2021 of the underlying common stock and the exercise price of outstanding, in-the-money options. A summary of the Company’s stock option activity and related information for the three months ended March 31, 2021 is as follows: Options Outstanding Weighted Average Number of Weighted Remaining Aggregate Stock Options Average Contractual Intrinsic Value Outstanding Exercise Price Term (In Years) (In Thousands) Balance, January 1, 2021 1,451,420 $ 3.25 4.91 $ 131,714 Options exercised (15,000) 0.61 — — Balance, March 31, 2021 1,436,420 $ 3.28 4.7 $ 149,705 Exercisable as of March 31, 2021 1,414,285 $ 3.20 4.67 $ 147,503 The total compensation cost related to unvested stock option awards not yet recognized was $132 as of March 31, 2021. The weighted average period over which the total unrecognized compensation cost related to these unvested stock awards will be recognized is 0.71 years. There were no options granted during the three months ended March 31, 2021 or 2020. The Company has recorded an expense of $589 and $67 Three months ended March 31, 2021 2020 Cost of Revenues $ — $ — Engineering and Product Development 32 — Sales and Marketing 105 — General and Administrative 452 67 Total $ 589 $ 67 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2021 | |
Income Taxes | |
Income Taxes | 12. Income Taxes The Company’s income tax provision for the three months ended March 31, 2021 and March 31, 2020 reflect its estimate of the effective tax rates expected to be applicable for the full year, adjusted for any discrete events that are recorded in the period in which they occurred. The estimates are re-evaluated each quarter based on the estimated tax expense for the full year. For uncertain tax positions that meet a “more likely than not” threshold, the Company recognizes the benefit of uncertain tax positions in the financial statements. The Company’s practice is to recognize interest and penalties, if any, related to uncertain tax positions in income tax expense in the statements of operations. The effective tax rate for the three months ended March 31, 2021 was 18.99% compared to 22.52%, in the same period of the prior year. The decrease in the effective tax rate for the three months ended March 31, 2021 is primarily related to tax benefits associated with share-based compensation plans. The effective tax rate for the three months ended March 31, 2021 differed from the U.S. federal statutory rate of 21% primarily due to state income taxes (net of federal benefit) partially offset by tax benefits associated with share-based compensation plans and federal and state research and development credit benefit. The difference between the U.S. Federal statutory rate of 21% and the Company’s effective tax rate of 22.52% for the three months ended March 31, 2020 was primarily due to current state taxes that have no net operating loss to offset such taxes. As of March 31, 2021 and December 31, 2020, the Company had $342 and $341, respectively, of unrecognized tax benefits, excluding interest and penalties. The Company’s practice is to recognize interest and penalty expenses related to uncertain tax positions in income tax expense, which was zero for the years ended December 31, 2020 and March 31, 2021. |
Net Income Per Share, Basic and
Net Income Per Share, Basic and Diluted | 3 Months Ended |
Mar. 31, 2021 | |
Net Income Per Share, Basic and Diluted | |
Net Income Per Share, Basic and Diluted | 13. Net Income Per Share, Basic and Diluted Basic earnings per share (“EPS”) represent net income attributable to common stockholders divided by the weighted average number of common shares outstanding during the measurement period. Diluted EPS represents net income attributable to common stockholders divided by the weighted average number of common shares outstanding during the measurement period while also giving effect to all potentially dilutive common shares that were outstanding during the period using the treasury stock method. Basic and diluted EPS is calculated as follows: Three months ended March 31, 2021 2020 Shares Net Income EPS Shares Net Income EPS Basic 6,710,990 $ 4,877 $ 0.73 6,533,369 $ 2,673 $ 0.41 Common stock warrants 73,497 — 69,715 — Common stock options 1,384,888 — 1,462,729 — Diluted 8,169,375 $ 4,877 $ 0.60 8,065,813 $ 2,673 $ 0.33 The were no weighted average shares outstanding of common stock equivalents excluded from the computation of diluted net income per share for the three months ended March 31, 2021 and 2020. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events | |
Subsequent Events | 14. Subsequent Events In October 2020, the Company purchased 211,928 shares of common stock of private company #2 from certain sellers in exchange for 40,922 shares of its common stock. On April 1, 2021, the Company exercised its option to “put” these shares of common stock back to the sellers in exchange for the shares of the Company’s common stock originally issued to the sellers. Following this transfer, the Company continues to hold the shares of preferred stock acquired in December 2020. In April 2021, the Company entered into an agreement with private company #3 to exclusively market and distribute its product line in the United States, including Puerto Rico, except for selected accounts. Under this distribution agreement, the Company agreed to purchase $2.0 million of product inventory. Unless early terminated in accordance with its terms, the exclusive distribution agreement will remain in full force and effect until April 1, 2026, and thereafter there is an option for this agreement to be automatically renewed for additional one-year terms. The Company continues to hold the shares of preferred stock acquired from this company in October 2020. |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Basis of Presentation | |
Basis of Presentation | Semler Scientific, Inc., a Delaware corporation (“Semler” or “the Company”), prepared the unaudited interim financial statements included in this report in accordance with United States generally accepted accounting principles (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. As such, the information included in this quarterly report on Form 10-Q should be read in conjunction with the audited financial statements and notes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 2020 filed with the SEC on March 9, 2021 (the “Annual Report”). In the opinion of management, these financial statements include all adjustments (consisting of normal recurring adjustments) necessary for a fair statement of the financial position, results of operations and cash flows for the periods presented. The results of operations for the interim periods shown in this report are not necessarily indicative of the results that may be expected for any future period, including the full year. |
Reclassification of Prior Year Presentation | Reclassification of Prior Year Presentation Certain prior year amounts have been reclassified for consistency with the current period presentation. These reclassifications had no effect on the reported results of operations. |
COVID-19 | COVID-19 On January 30, 2020, the World Health Organization (“WHO”) declared the recent novel coronavirus (COVID-19) outbreak a global health emergency, which prompted national, state and local governments to begin putting actions in place to slow the spread of COVID-19. In March 2020, the WHO classified the COVID-19 outbreak as a pandemic. The outbreak of COVID-19 resulted in travel restrictions, quarantines, “stay-at-home” and “shelter-in-place” orders and extended shutdown of certain businesses around the world. While restrictions began to ease in the second quarter and activities began to resume, recent outbreaks could lead to restrictions being reimplemented. In the first half of 2020, the Company’s revenues, primarily from variable-fee licenses, were negatively impacted by the COVID-19 pandemic. In the second half of 2020 and the first quarter of 2021, the Company’s revenues, primarily from variable-fee licenses, rebounded to and even exceeded pre-COVID-19 levels. The extent and duration of the pandemic is unknown, and the future effects on the Company’s business are uncertain and difficult to predict. The Company is continuing to monitor the events and circumstances surrounding the COVID-19 pandemic, which may require adjustments to the Company’s estimates and assumptions in the future. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements Accounting Pronouncements Recently Adopted In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes In January 2020, the FASB issued ASU No. 2020-01, Investments-Equity Securities (Topic 321), Investments-Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815). In October 2020, the FASB issued ASU No. 2020-10, Codification Improvements Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“Topic 326”). Codification Improvements to Topic 326 Financial Instruments—Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments Financial Instruments – Credit Losses (Topic 326); In March 2020, the FASB issued ASU No. 2020-03, Codification Improvements to Financial Instruments In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting In August 2020, the FASB issued ASU No. 2020-06, Debt--Debt with Conversion and Other Options (Subtopic 470-20) are freestanding instruments and embedded features that are accounted for as derivatives under the current guidance because of failure to meet the settlement conditions of the derivatives scope exception related to certain requirements of the settlement assessment. The FASB simplified the settlement assessment by removing the requirements (1) to consider whether the contract would be settled in registered shares, (2) to consider whether collateral is required to be posted, and (3) to assess shareholder rights. Those amendments also affect the assessment of whether an embedded conversion feature in a convertible instrument qualifies for the derivatives scope exception. Additionally, the amendments in this ASU affect the diluted EPS calculation for instruments that may be settled in cash or shares and for convertible instruments. The ASU reduces the number of accounting models for convertible debt instruments and convertible preferred stock by eliminating the beneficial conversion feature model and cash conversion model. As compared with current GAAP, more convertible debt instruments will be reported as a single liability instrument and more convertible preferred stock as a single equity instrument. The interest rate of more convertible debt instruments will be closer to the coupon interest rate. This ASU is effective for the Company’s fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company has not yet adopted this ASU and is evaluating the effect of adopting this new accounting guidance. In January 2021, the FASB issued ASU No. 2021-01, Reference Rate Reform (Topic 848) |
Assets for Lease, net (Tables)
Assets for Lease, net (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Assets for Lease, net | |
Schedule of assets for lease | March 31, December 31, 2021 2020 Assets for lease $ 3,266 $ 3,407 Less: accumulated depreciation (1,438) (1,466) Assets for lease, net $ 1,828 $ 1,941 |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Property and Equipment, net | |
Schedule of capital assets | March 31, December 31, 2021 2020 Capital assets $ 919 $ 786 Less: accumulated depreciation (568) (525) Capital assets, net $ 351 $ 261 |
Long-Term Investments (Tables)
Long-Term Investments (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Long-Term Investments | |
Schedule of long term investments | March 31, December 31, 2021 2020 Investments in Private company #2 $ 2,742 $ 2,742 Investments in Private company #3 309 309 Total $ 3,051 $ 3,051 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Accrued Expenses | |
Schedule of accrued expenses | March 31, December 31, 2021 2020 Compensation $ 1,749 $ 1,524 Accrued Taxes 1,281 861 Miscellaneous Accruals 447 413 Total Accrued Expenses $ 3,477 $ 2,798 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Leases | |
Schedule of future minimum rental payments required under operating leases | Total 2021 Remaining period $ 64 2022 87 2023 90 2024 93 2025 71 Thereafter — Total undiscounted future minimum lease payments 405 Less: present value discount (23) Total lease liabilities 382 Lease expense in excess cash payment (9) Total ROU asset $ 373 |
Stock Incentive Plan (Tables)
Stock Incentive Plan (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Stock Incentive Plan | |
Schedule of stock option activity | Options Outstanding Weighted Average Number of Weighted Remaining Aggregate Stock Options Average Contractual Intrinsic Value Outstanding Exercise Price Term (In Years) (In Thousands) Balance, January 1, 2021 1,451,420 $ 3.25 4.91 $ 131,714 Options exercised (15,000) 0.61 — — Balance, March 31, 2021 1,436,420 $ 3.28 4.7 $ 149,705 Exercisable as of March 31, 2021 1,414,285 $ 3.20 4.67 $ 147,503 |
Schedule of stock-based compensation expense | Three months ended March 31, 2021 2020 Cost of Revenues $ — $ — Engineering and Product Development 32 — Sales and Marketing 105 — General and Administrative 452 67 Total $ 589 $ 67 |
Net Income Per Share, Basic a_2
Net Income Per Share, Basic and Diluted (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Net Income Per Share, Basic and Diluted | |
Schedule of basic and diluted EPS | Three months ended March 31, 2021 2020 Shares Net Income EPS Shares Net Income EPS Basic 6,710,990 $ 4,877 $ 0.73 6,533,369 $ 2,673 $ 0.41 Common stock warrants 73,497 — 69,715 — Common stock options 1,384,888 — 1,462,729 — Diluted 8,169,375 $ 4,877 $ 0.60 8,065,813 $ 2,673 $ 0.33 |
Variably-Priced Revenue (Detail
Variably-Priced Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Variably-Priced Revenue | ||
Revenue from variable-fee licenses | $ 5,658 | $ 2,703 |
Revenue from sales of hardware and equipment accessories | $ 331 | $ 270 |
Inventory (Details)
Inventory (Details) - USD ($) $ in Thousands | 1 Months Ended | ||
Sep. 30, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | |
Inventory | |||
Product inventory purchases | $ 1,200 | ||
Prepayment for inventory | $ 900 | $ 611 | |
Products inventory received | 289 | ||
Renewal term (in years) | 4 years | ||
Other hardware inventory | 356 | ||
Total inventory | $ 639 | $ 340 | |
Minimum | |||
Inventory | |||
Royalty on net sales (in percent) | 0.00% | ||
Maximum | |||
Inventory | |||
Royalty on net sales (in percent) | 10.00% |
Assets for Lease, net (Details)
Assets for Lease, net (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Assets for Lease, net | ||
Assets for lease | $ 3,266 | $ 3,407 |
Less: accumulated depreciation | (1,438) | (1,466) |
Assets for lease, net | $ 1,828 | $ 1,941 |
Assets for Lease, net - Additio
Assets for Lease, net - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Assets for Lease, net | ||
Lease revenue | $ 7,194 | $ 6,457 |
Depreciation expense | 113 | 128 |
Reduction to accumulated depreciation for returned items | 141 | 65 |
Loss on disposal of assets for lease | $ (83) | $ (66) |
Property and Equipment, net (De
Property and Equipment, net (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Property and Equipment, net | ||
Capital assets | $ 919 | $ 786 |
Less: accumulated depreciation | (568) | (525) |
Capital assets, net | $ 351 | $ 261 |
Property and Equipment, net - A
Property and Equipment, net - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Property and Equipment, net | ||
Depreciation expense | $ 43 | $ 31 |
Long-Term Investments (Details)
Long-Term Investments (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Equity Securities without Readily Determinable Fair Value [Line Items] | ||
Long-term investments | $ 3,051 | $ 3,051 |
Investments in Private company #2 | ||
Equity Securities without Readily Determinable Fair Value [Line Items] | ||
Long-term investments | 2,742 | 2,742 |
Investments in Private company #3 | ||
Equity Securities without Readily Determinable Fair Value [Line Items] | ||
Long-term investments | $ 309 | $ 309 |
Long-Term Investments - Investm
Long-Term Investments - Investment in Private company #2 (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Oct. 31, 2020 | Dec. 31, 2020 | Sep. 30, 2020 | |
Promissory note from Private company #2 | |||
Equity Securities without Readily Determinable Fair Value [Line Items] | |||
Principal amount | $ 500 | ||
Expense reimbursement | $ 100 | ||
Conversion value | $ 512 | ||
Investments in Private company #2 | |||
Equity Securities without Readily Determinable Fair Value [Line Items] | |||
Shares purchased | 211,928 | ||
Common stock issued on Exchange | 40,922 | ||
Fair value of purchase consideration | $ 2,230 |
Long-Term Investments - Inves_2
Long-Term Investments - Investment in Private company #3 (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended |
Oct. 31, 2020 | Mar. 31, 2021 | |
Equity Securities without Readily Determinable Fair Value [Line Items] | ||
Impairment | $ 0 | |
Investments in Private company #3 | ||
Equity Securities without Readily Determinable Fair Value [Line Items] | ||
Preferred Shares purchased | 250 | |
First Promissory note from Private company #3 | ||
Equity Securities without Readily Determinable Fair Value [Line Items] | ||
Purchase price | $ 59 | |
Principal amount | $ 50 | |
Conversion value | $ 309 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Accrued Expenses | ||
Compensation | $ 1,749 | $ 1,524 |
Accrued Taxes | 1,281 | 861 |
Miscellaneous Accruals | 447 | 413 |
Total Accrued Expenses | $ 3,477 | $ 2,798 |
Concentration of Credit Risk (D
Concentration of Credit Risk (Details) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021itemcustomer | Mar. 31, 2020customer | Dec. 31, 2020customeritem | |
Customer concentration risk | Revenue | |||
Concentration of Credit Risk | |||
Number of customers | customer | 2 | 2 | |
Customer concentration risk | Revenue | Customer one | |||
Concentration of Credit Risk | |||
Concentration risk percentage | 38.30% | 46.10% | |
Customer concentration risk | Revenue | Customer two | |||
Concentration of Credit Risk | |||
Concentration risk percentage | 30.40% | 21.40% | |
Customer concentration risk | Accounts receivable | |||
Concentration of Credit Risk | |||
Number of customers | 4 | 4 | |
Customer concentration risk | Accounts receivable | Customer one | |||
Concentration of Credit Risk | |||
Concentration risk percentage | 39.50% | 31.20% | |
Customer concentration risk | Accounts receivable | Customer two | |||
Concentration of Credit Risk | |||
Concentration risk percentage | 21.40% | 19.40% | |
Customer concentration risk | Accounts receivable | Customer three | |||
Concentration of Credit Risk | |||
Concentration risk percentage | 12.80% | 15.70% | |
Customer concentration risk | Accounts receivable | Customer four | |||
Concentration of Credit Risk | |||
Concentration risk percentage | 12.00% | 10.40% | |
Customer concentration risk | Accounts payable | Vendor three | |||
Concentration of Credit Risk | |||
Concentration risk percentage | 10.00% | ||
Vendor concentration risk | Accounts payable | |||
Concentration of Credit Risk | |||
Number of vendors | item | 3 | 2 | |
Vendor concentration risk | Accounts payable | Vendor one | |||
Concentration of Credit Risk | |||
Concentration risk percentage | 34.80% | 15.90% | |
Vendor concentration risk | Accounts payable | Vendor two | |||
Concentration of Credit Risk | |||
Concentration risk percentage | 10.80% | 24.30% |
Leases - Future minimum rental
Leases - Future minimum rental payments (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Leases | ||
2021 Remaining period | $ 64 | |
2022 | 87 | |
2023 | 90 | |
2024 | 93 | |
2025 | 71 | |
Total undiscounted future minimum lease payments | 405 | |
Less: present value discount | (23) | |
Total lease liabilities | 382 | |
Lease expense in excess cash payment | (9) | |
Total ROU asset | $ 373 | $ 399 |
Leases - Lessee Arrangements (D
Leases - Lessee Arrangements (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Jul. 31, 2020 | |
Leases | ||||
Lease agreement term | 61 months | |||
Remaining lease term | 4 years 6 months | |||
Options to renew | false | |||
Lease expenses | $ 44 | $ 17 | ||
ROU asset | $ 373 | $ 399 | ||
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | Prepaid Expense and Other Assets, Current | Prepaid Expense and Other Assets, Current | ||
Current lease liabilities | $ 77 | $ 75 | ||
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Other Liabilities, Current | Other Liabilities, Current | ||
Noncurrent lease liabilities | $ 305 | $ 332 | ||
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Other Liabilities, Noncurrent | Other Liabilities, Noncurrent |
Commitments and Contingencies (
Commitments and Contingencies (Details) | Jul. 31, 2020 |
Commitments and Contingencies. | |
Lease agreement term | 61 months |
Stock Incentive Plan (Details)
Stock Incentive Plan (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Number of Stock Options Outstanding | ||
Balance, Beginning | 1,451,420 | |
Options exercised | (15,000) | |
Balance, Ending | 1,436,420 | 1,451,420 |
Exercisable, Ending | 1,414,285 | |
Weighted Average Exercise Price | ||
Balance, Beginning | $ 3.25 | |
Options exercised | 0.61 | |
Balance, Ending | 3.28 | $ 3.25 |
Exercisable, Ending | $ 3.20 | |
Weighted Average Remaining Contractual Term, Options Outstanding (in years) | 4 years 8 months 12 days | 4 years 10 months 28 days |
Weighted Average Remaining Contractual Term, Options Exercisable (in years) | 4 years 8 months 1 day | |
Aggregate Intrinsic Value, Options Outstanding | $ 149,705 | $ 131,714 |
Aggregate Intrinsic Value, Options Exercisable | $ 147,503 |
Stock Incentive Plan - Stock-ba
Stock Incentive Plan - Stock-based compensation - Expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 589 | $ 67 |
Engineering and Product Development | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | 32 | |
Sales and Marketing | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | 105 | |
General and Administrative | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 452 | $ 67 |
Stock Incentive Plan - Addition
Stock Incentive Plan - Additional information (Details) $ in Thousands | Jan. 01, 2021shares | Oct. 31, 2015shares | Mar. 31, 2021USD ($)itemshares | Mar. 31, 2020USD ($)shares | Sep. 30, 2014shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Total unrecognized compensation cost related to non-vested stock options | $ | $ 132 | ||||
Weighted average period of unvested stock awards | 8 months 15 days | ||||
Stock-based compensation expense | $ | $ 589 | $ 67 | |||
Number of stock option granted | 0 | 0 | |||
Aggregate of shares granted fully vested stock awards | 5,400 | ||||
Number of non-employees | item | 1 | ||||
Fair value of stock awards on grant date | $ | $ 537 | ||||
2014 Stock Incentive Plan | Options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares available for future stock-based compensation grants | 1,523,508 | ||||
Maximum number of shares issued pursuant to awards granted under plan | 3,312,882 | 450,000 | |||
Maximum term of stock option grants | 10 years | ||||
Number of share reserve increased | 268,017 | 1,500,000 | |||
Percentage of shares reserve increased | 4.00% | 4.00% | |||
Total number of unvested shares | 3,312,882 | ||||
2007 Key Person Stock Option Plan | Options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares available for future stock-based compensation grants | 0 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Income Taxes | |||
Effective income tax rate | 18.99% | 22.52% | |
Federal statutory rate | 21.00% | 21.00% | |
Unrecognized tax benefits | $ 342 | $ 341 | |
Interest and penalty expenses related to uncertain tax positions | $ 0 | $ 0 |
Net Income Per Share, Basic a_3
Net Income Per Share, Basic and Diluted (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Net Income Per Share, Basic and Diluted | ||
Basic shares (in shares) | 6,710,990 | 6,533,369 |
Common stock warrants (in shares) | 73,497 | 69,715 |
Common stock options (in shares) | 1,384,888 | 1,462,729 |
Diluted shares (in shares) | 8,169,375 | 8,065,813 |
Net Income - Basic EPS | $ 4,877 | $ 2,673 |
Net Income - Common stock warrants | 0 | 0 |
Net Income - Common stock options | 0 | 0 |
Net Income - Diluted EPS | $ 4,877 | $ 2,673 |
Basic EPS (in dollars per share) | $ 0.73 | $ 0.41 |
Diluted EPS (in dollars per share) | $ 0.60 | $ 0.33 |
Net Income Per Share, Basic a_4
Net Income Per Share, Basic and Diluted - Additional Information (Details) - shares | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Net Income Per Share, Basic and Diluted | ||
Weighted average shares outstanding excluded from the computation of diluted net income per share | 0 | 0 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ in Millions | 1 Months Ended | |
Apr. 30, 2021 | Oct. 31, 2020 | |
Investments in Private company #2 | ||
Subsequent Event [Line Items] | ||
Shares purchased | 211,928 | |
Common stock issued on Exchange | 40,922 | |
Subsequent Event | ||
Subsequent Event [Line Items] | ||
Purchase of product inventory | $ 2 | |
Renewal term | 1 year |