Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2020 | Nov. 06, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2020 | |
Document Transition Report | false | |
Entity File Number | 001-36467 | |
Entity Registrant Name | RESONANT INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 45-4320930 | |
Entity Address, Address Line One | 10900 Stonelake Blvd, Suite 100, Office 02-130 | |
Entity Address, City or Town | Austin | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 78759 | |
City Area Code | 805 | |
Local Phone Number | 308-9803 | |
Title of 12(b) Security | Common Stock, $0.001 par value | |
Trading Symbol | RESN | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 54,176,167 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Entity Central Index Key | 0001579910 | |
Current Fiscal Year End Date | --12-31 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 20,123 | $ 10,688 |
Accounts receivable | 407 | 78 |
Prepaid expenses and other current assets | 531 | 375 |
TOTAL CURRENT ASSETS | 21,061 | 11,141 |
PROPERTY AND EQUIPMENT | ||
Property and equipment | 4,978 | 4,519 |
Less: Accumulated depreciation and amortization | (3,310) | (2,634) |
PROPERTY AND EQUIPMENT, NET | 1,668 | 1,885 |
OTHER NONCURRENT ASSETS | ||
Restricted cash | 105 | 150 |
Goodwill | 873 | 831 |
Operating lease right-of-use assets | 2,049 | 2,496 |
Other assets | 112 | 68 |
TOTAL OTHER NONCURRENT ASSETS | 5,172 | 5,121 |
TOTAL ASSETS | 27,901 | 18,147 |
CURRENT LIABILITIES | ||
Accounts payable | 945 | 1,100 |
Accrued expenses | 550 | 521 |
Accrued salaries and payroll related expenses | 2,529 | 2,368 |
Deferred revenue | 1,748 | 1,731 |
Operating lease liabilities, current | 651 | 612 |
TOTAL CURRENT LIABILITIES | 6,423 | 6,332 |
LONG-TERM LIABILITIES | ||
Operating lease liabilities, net of current portion | 1,566 | 2,059 |
Contract with Customer, Liability, Noncurrent | 630 | 0 |
TOTAL LIABILITIES | 8,619 | 8,391 |
Commitments and contingencies (Note 11) | 0 | 0 |
STOCKHOLDERS’ EQUITY | ||
Common stock, $0.001 par value, 100,000,000 authorized and 53,396,347 outstanding as of September 30, 2020, and 33,156,246 outstanding as of December 31, 2019 | 53 | 33 |
Preferred stock, $0.001 par value, 3,000,000 authorized and none outstanding as of September 30, 2020 and December 31, 2019 | 0 | 0 |
Additional paid-in capital | 162,959 | 132,214 |
Accumulated other comprehensive income | 45 | 1 |
Accumulated deficit | (143,775) | (122,492) |
TOTAL STOCKHOLDERS’ EQUITY | 19,282 | 9,756 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | 27,901 | 18,147 |
Domain name and other intangibles, net | ||
OTHER NONCURRENT ASSETS | ||
Finite-lived intangible assets, net | 19 | 33 |
Patents, net of accumulated amortization of $312,000 and $258,000, respectively | ||
OTHER NONCURRENT ASSETS | ||
Finite-lived intangible assets, net | $ 2,014 | $ 1,543 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Intangible, accumulated amortization | $ 312 | $ 258 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, shares outstanding (in shares) | 53,396,347 | 33,156,246 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 3,000,000 | 3,000,000 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Income Statement [Abstract] | ||||
REVENUES | $ 1,405 | $ 79 | $ 2,553 | $ 276 |
OPERATING EXPENSES | ||||
Research and development | 4,413 | 4,609 | 14,720 | 13,628 |
Sales, marketing and administration | 3,055 | 2,952 | 9,170 | 8,931 |
TOTAL OPERATING EXPENSES | 7,468 | 7,561 | 23,890 | 22,559 |
NET OPERATING LOSS | (6,063) | (7,482) | (21,337) | (22,283) |
OTHER INCOME (EXPENSE) | ||||
Interest and investment income | 1 | 42 | 65 | 220 |
Other expense | (1) | (7) | (10) | (18) |
TOTAL OTHER INCOME, NET | 0 | 35 | 55 | 202 |
LOSS BEFORE INCOME TAXES | (6,063) | (7,447) | (21,282) | (22,081) |
Provision for income taxes | 0 | 0 | 1 | 1 |
NET LOSS | (6,063) | (7,447) | (21,283) | (22,082) |
Foreign currency translation adjustment, net of tax | 27 | (16) | 44 | (10) |
COMPREHENSIVE LOSS | $ (6,036) | $ (7,463) | $ (21,239) | $ (22,092) |
NET LOSS PER SHARE - BASIC AND DILUTED (in dollars per share) | $ (0.11) | $ (0.26) | $ (0.43) | $ (0.78) |
Weighted average shares outstanding-basic and diluted (in shares) | 53,243,854 | 29,169,495 | 50,004,688 | 28,295,248 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income |
Balance (in shares) at Dec. 31, 2018 | 27,391,290 | ||||
Beginning Balance at Dec. 31, 2018 | $ 22,898,000 | $ 27,000 | $ 115,450,000 | $ (92,564,000) | $ (15,000) |
Increase (Decrease) in Stockholders' Equity | |||||
Vesting of restricted stock units (in shares) | 116,997 | ||||
Stock-based compensation | 1,040,000 | 1,040,000 | |||
Exercise of warrants (in shares) | 140,000 | ||||
Exercise of warrants | 400,000 | 400,000 | |||
Net loss | (7,137,000) | (7,137,000) | |||
Foreign currency translation adjustment, net of tax | (10,000) | (10,000) | |||
Balance (in shares) at Mar. 31, 2019 | 27,648,287 | ||||
Ending Balance at Mar. 31, 2019 | 17,191,000 | $ 27,000 | 116,890,000 | (99,701,000) | (25,000) |
Balance (in shares) at Dec. 31, 2018 | 27,391,290 | ||||
Beginning Balance at Dec. 31, 2018 | 22,898,000 | $ 27,000 | 115,450,000 | (92,564,000) | (15,000) |
Increase (Decrease) in Stockholders' Equity | |||||
Net loss | (22,082,000) | ||||
Foreign currency translation adjustment, net of tax | (10,000) | ||||
Balance (in shares) at Sep. 30, 2019 | 32,489,179 | ||||
Ending Balance at Sep. 30, 2019 | 15,984,000 | $ 32,000 | 130,623,000 | (114,646,000) | (25,000) |
Balance (in shares) at Mar. 31, 2019 | 27,648,287 | ||||
Beginning Balance at Mar. 31, 2019 | 17,191,000 | $ 27,000 | 116,890,000 | (99,701,000) | (25,000) |
Increase (Decrease) in Stockholders' Equity | |||||
Vesting of restricted stock units (in shares) | 334,774 | ||||
Stock-based compensation | 1,460,000 | 1,460,000 | |||
Exercise of warrants (in shares) | 346,809 | ||||
Exercise of warrants | 987,000 | $ 1,000 | 986,000 | ||
Net loss | (7,498,000) | (7,498,000) | |||
Foreign currency translation adjustment, net of tax | 16,000 | 16,000 | |||
Balance (in shares) at Jun. 30, 2019 | 28,329,870 | ||||
Ending Balance at Jun. 30, 2019 | 12,156,000 | $ 28,000 | 119,336,000 | (107,199,000) | (9,000) |
Increase (Decrease) in Stockholders' Equity | |||||
Vesting of restricted stock units (in shares) | 198,749 | ||||
Stock-based compensation | 1,351,000 | 1,351,000 | |||
Sales of common stock, net of offering costs (in shares) | 3,960,560 | ||||
Sale of common stock, net of offering costs | 9,940,000 | $ 4,000 | 9,936,000 | ||
Net loss | (7,447,000) | (7,447,000) | |||
Foreign currency translation adjustment, net of tax | (16,000) | (16,000) | |||
Balance (in shares) at Sep. 30, 2019 | 32,489,179 | ||||
Ending Balance at Sep. 30, 2019 | $ 15,984,000 | $ 32,000 | 130,623,000 | (114,646,000) | (25,000) |
Increase (Decrease) in Stockholders' Equity | |||||
Sales of common stock, net of offering costs (in shares) | 2,766,798 | ||||
Balance (in shares) at Dec. 31, 2019 | 33,156,246 | 33,156,246 | |||
Ending Balance at Dec. 31, 2019 | $ 9,756,000 | $ 33,000 | 132,214,000 | (122,492,000) | 1,000 |
Increase (Decrease) in Stockholders' Equity | |||||
Vesting of restricted stock units (in shares) | 378,051 | ||||
Stock-based compensation | 1,338,000 | 1,338,000 | |||
Sales of common stock, net of offering costs (in shares) | 19,166,667 | ||||
Sale of common stock, net of offering costs | 26,460,000 | $ 19,000 | 26,441,000 | ||
Net loss | (8,005,000) | (8,005,000) | |||
Foreign currency translation adjustment, net of tax | 9,000 | 9,000 | |||
Balance (in shares) at Mar. 31, 2020 | 52,700,964 | ||||
Ending Balance at Mar. 31, 2020 | $ 29,558,000 | $ 52,000 | 159,993,000 | (130,497,000) | 10,000 |
Balance (in shares) at Dec. 31, 2019 | 33,156,246 | 33,156,246 | |||
Beginning Balance at Dec. 31, 2019 | $ 9,756,000 | $ 33,000 | 132,214,000 | (122,492,000) | 1,000 |
Increase (Decrease) in Stockholders' Equity | |||||
Net loss | (21,283,000) | ||||
Foreign currency translation adjustment, net of tax | $ 44,000 | ||||
Balance (in shares) at Sep. 30, 2020 | 53,396,347 | 53,396,347 | |||
Ending Balance at Sep. 30, 2020 | $ 19,282,000 | $ 53,000 | 162,959,000 | (143,775,000) | 45,000 |
Balance (in shares) at Mar. 31, 2020 | 52,700,964 | ||||
Beginning Balance at Mar. 31, 2020 | 29,558,000 | $ 52,000 | 159,993,000 | (130,497,000) | 10,000 |
Increase (Decrease) in Stockholders' Equity | |||||
Vesting of restricted stock units (in shares) | 405,077 | ||||
Vesting of restricted stock units | 1,000 | $ 1,000 | |||
Stock-based compensation | 1,625,000 | 1,625,000 | |||
Additional offering costs in connection with February sale of common stock | (50,000) | (50,000) | |||
Exercise of warrants (in shares) | 6,640 | ||||
Net loss | (7,215,000) | (7,215,000) | |||
Foreign currency translation adjustment, net of tax | 8,000 | 8,000 | |||
Balance (in shares) at Jun. 30, 2020 | 53,112,681 | ||||
Ending Balance at Jun. 30, 2020 | 23,927,000 | $ 53,000 | 161,568,000 | (137,712,000) | 18,000 |
Increase (Decrease) in Stockholders' Equity | |||||
Vesting of restricted stock units (in shares) | 281,791 | ||||
Vesting of restricted stock units | 0 | ||||
Stock-based compensation | 1,388,000 | 1,388,000 | |||
Exercise of warrants (in shares) | 1,875 | ||||
Exercise of warrants | 3,000 | 3,000 | |||
Net loss | (6,063,000) | (6,063,000) | |||
Foreign currency translation adjustment, net of tax | $ 27,000 | 27,000 | |||
Balance (in shares) at Sep. 30, 2020 | 53,396,347 | 53,396,347 | |||
Ending Balance at Sep. 30, 2020 | $ 19,282,000 | $ 53,000 | $ 162,959,000 | $ (143,775,000) | $ 45,000 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net Loss | $ (21,283) | $ (22,082) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 747 | 735 |
Stock-based compensation | 4,463 | 4,200 |
Non-cash loss on disposal of assets | 0 | 1 |
Non-cash patent write-off | 47 | 104 |
Right-of-use asset amortization | 447 | 440 |
Changes in assets and liabilities: | ||
Accounts receivable | (329) | (1,841) |
Prepaid expenses and other current assets | (156) | 102 |
Other assets | (44) | 1 |
Accounts payable | (107) | 280 |
Accrued expenses | (51) | 101 |
Accrued salaries and payroll related expenses | 50 | (433) |
Deferred revenue | 647 | 1,838 |
Operating lease liabilities | (454) | (346) |
Net cash used in operating activities | (16,023) | (16,900) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchases of property and equipment | (451) | (715) |
Expenditures for patents and domain names | (549) | (306) |
Redemption of investments held-to-maturity | 0 | 29,295 |
Purchase of investments held-to-maturity | 0 | (12,432) |
Net cash provided by (used in) investing activities | (1,000) | 15,842 |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Gross proceeds from the sale of common stock from private placement offering | 0 | 10,020 |
Offering costs in connection with private placement offering | 0 | (80) |
Gross proceeds from the sale of common stock from underwritten public offering | 28,750 | 0 |
Offering costs in connection with underwritten public offering | (2,340) | 0 |
Proceeds from exercise of warrants | 0 | 1,387 |
Proceeds from exercise of stock options | 3 | 0 |
Net cash provided by financing activities | 26,413 | 11,327 |
Effects of exchange rates on cash, cash equivalents and restricted cash | 0 | 0 |
NET INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | 9,390 | 10,269 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH — Beginning of period | 10,838 | 4,605 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH — End of period | 20,228 | 14,874 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||
Taxes Paid | 1 | 1 |
SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITIES | ||
Restricted stock units issued in settlement of liability | 363 | 349 |
Property and equipment included in accounts payable | 131 | 37 |
Property and equipment included in accrued expenses | 239 | 16 |
Patents included in accounts payable | 110 | 70 |
Patents included in accrued expenses | 0 | 2 |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents | ||
Total cash, cash equivalents and restricted cash | $ 10,838 | $ 14,874 |
ORGANIZATION AND DESCRIPTION OF
ORGANIZATION AND DESCRIPTION OF BUSINESS | 9 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND DESCRIPTION OF BUSINESS | ORGANIZATION AND DESCRIPTION OF BUSINESS Overview Resonant Inc. is a late-stage development company located in Goleta, California, with offices in Burlingame, California, Austin, Texas and Neuchâtel Switzerland. We were incorporated in Delaware in January 2012 as a wholly owned subsidiary of Superconductor Technologies Inc., or STI. Resonant LLC, a limited liability company, was formed in California in May 2012. We changed our form of ownership from a limited liability company to a corporation in an exchange transaction in June 2013, when we commenced business. We are the successor of Resonant LLC. We completed our initial public offering, or IPO, on May 29, 2014. On July 6, 2016 we acquired all of the issued and outstanding capital stock of GVR Trade S.A, or GVR. GVR, located in Switzerland, is a wholly owned subsidiary of Resonant Inc. The innovative software platform we continue to develop is based on fundamentally new technology that we call Infinite Synthesized Networks ® , or ISN ® , to configure and connect resonators, the building blocks of RF filters. Currently, we are leveraging ISN ® to develop designs targeted for either the Surface Acoustic Wave (SAW) or Temperature Compensated, Surface Acoustic Wave (TC-SAW) manufacturing processes. We also enabled ISN ® for BAW designs, which has resulted in our invention of a novel resonator structure based on a combination of interdigital transducer (IDT) and piezoelectric layer, the first family of which we call XBAR ® , which exhibits performance parameters suitable for 5G and 5-7GHz WiFi applications - high frequency operation, large bandwidth and high power reliability. Using ISN ® we have developed an IP portfolio of more than 250 patents filed or issued, with more than 90 filed or issued targeting XBAR ® , 5G and high frequency WiFi applications. In addition, with continued requirements for increasing numbers of filter designs our innovative software platform addresses the need for increased designer efficiency, reduced time to market and lower unit costs in the designs of filters for radio frequency, or RF Front-Ends for the mobile device, Customer Premise Equipment (CPE) and Infrastructure industries. The RF Front-End, or RFFE, is the circuitry responsible for analog signal processing and is located between the device’s antenna and its digital circuitry. Filters are a critical component of the RFFE used to select desired radio frequency signals and reject unwanted signals. We believe licensing our designs is the most direct and effective means of validating our IP and IP related libraries and demonstrating the power and accuracy of our ISN ® multi-physics EDA platform. Our target customers make part or all of the RFFE. We intend to retain ownership of our IP, trade secrets and designs, and we expect to be compensated through license fees and royalties based on sales of RFFE filters that incorporate our IP, trade secrets and designs. Capital Resources and Liquidity As of September 30, 2020, our accumulated deficit totaled $143.8 million. In the nine months ended September 30, 2020 our net loss totaled $21.3 million and we used $17.0 million of cash for operating activities, the purchase of property and equipment and expenditures for patents. To date we have not generated significant revenues to enable profitability. We expect to continue to incur significant losses. These factors raise substantial doubt regarding our ability to continue as a going concern. At September 30, 2020 we had cash and cash equivalents of $20.1 million. In the absence of a significant revenue increase these cash resources will provide sufficient funding into the second quarter of 2021. We are subject to the risks and uncertainties associated with a new business. We also have been impacted by the COVID-19 pandemic which has added additional risks and uncertainties. Our continuance as a going concern is dependent on our future profitability. We are actively pursuing expanding our technology portfolio, increasing our revenue opportunities by completing deliverables under current contracts and entering into new prepaid and paid up royalty arrangements, and efficiently managing operations and exploring further cost saving opportunities. We may not be successful in these efforts. We may need to seek to raise additional capital from the sale of equity securities or incurrence of indebtedness. There can be no assurance that additional financing will be available to us on acceptable terms, or at all, in which case we might be forced to make substantial reductions in our operating expenses which could adversely affect our ability to implement our business plan and ultimately our viability as a company. The accompanying condensed consolidated financial statements have been prepared on a going concern basis which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty. Recent Developments The coronavirus (“COVID-19”) pandemic continues to spread in the United States, Asia and Europe, the major markets in which we operate. The pandemic’s ultimate impact on our operations and financial performance depends in part on many factors not within our control and that vary by region (heightening the uncertainty as to COVID-19's ultimate impact), including, without limitation: restrictive governmental and business actions that have been and continue to be taken in response (including travel restrictions, work from home requirements, and other workforce limitations); economic stimulus, funding and relief programs and other governmental economic responses; the effectiveness of governmental actions; economic uncertainty in key global markets and financial market volatility; levels of economic contraction or growth; the impact of the pandemic on health and safety; the pace of recovery if and when the pandemic subsides; and how significantly the number of cases increases as economies reopen and restrictive governmental and business actions are relaxed. Restrictions on travel and the imposition of stay-at-home or work remote conditions have impacted our operations and those of our clients. While we have not experienced major disruptions, clients have requested engagement deferrals and our employees’ ability to deliver our products and services has been impacted. We continue to actively communicate with and listen to our customers to best ensure that we are responding to their needs in the current environment with innovative solutions that will not only be beneficial now but also over the long-term. However, our ability to interact with customers has been impacted by the current environment. For example, we believe that our inability to meet in-person with current or prospective customers, as well as the cancellation or postponement of Company-sponsored events or third-party events at which our products are featured, may have a negative impact on our business. If current restrictions continue for an extended period of time, we may, among other issues, experience delays in product development, a decreased ability to support our customers, further disruptions in sales and marketing activities and an overall lack of productivity. Similarly, significant outbreaks, continued travel restrictions, stay-at-home or work remote conditions, or other restrictions may impact our customers’ ability to manufacture or deliver raw materials or provide key components or services, which could result in delays in the demand from our customers to produce designs. The pandemic may also impact the expansion of current and/or the roll out of new services which could impact our customers' demand for their products, which could reduce their demand for our products or services. While we don’t know and cannot quantify specific impacts, we expect we may be negatively affected if we encounter delays in our product development efforts, reductions in demand due to disruptions in the operations of our customers or their end customers, disruptions in local and global economies, volatility in the global financial markets, overall reductions in demand, or other COVID-19 ramifications. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Use of Estimates —The accompanying unaudited condensed consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information. Certain information and disclosures normally included in consolidated financial statements prepared in accordance with GAAP have been condensed or omitted. Accordingly, these condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements and the related notes included in our Annual Report for the year ended December 31, 2019 filed with the SEC on March 13, 2020. The year-end condensed balance sheet was derived from our audited consolidated financial statements. Our unaudited interim condensed consolidated financial statements include, in the opinion of management, all adjustments, consisting of normal and recurring items, necessary for the fair statement of the condensed consolidated financial statements. The operating results for the three and nine months ended September 30, 2020 are not necessarily indicative of the results expected for the full year ending December 31, 2020. Prior period figures have been reclassified, wherever necessary, to conform to current presentation. Significant estimates made in preparing these financial statements include (a) assumptions to calculate the fair values of financial instruments, warrants and equity instruments and other liabilities and the deferred tax asset valuation allowance and (b) the useful lives for depreciable and amortizable assets. On an ongoing basis, we evaluate our estimates and judgments compared to historical experience and expected trends. While the nature of the COVID-19 pandemic is dynamic, we have considered its impact when developing our estimates and assumptions. Actual results and outcomes may differ from management's estimates and assumptions. Consolidation —The accompanying financial statements include the accounts of the Company and its wholly-owned subsidiary, GVR Trade, S.A. All significant intercompany balances and transactions have been eliminated. Cash and Cash Equivalents —We consider all liquid instruments purchased with a maturity of three months or less to be cash equivalents. Concentration of Credit Risk —We maintain bank accounts at one U.S. financial institution. The U.S. bank accounts are insured by the Federal Deposit Insurance Corporation (FDIC) for up to $250,000 per account owner. GVR Trade S.A., our wholly owned Swiss-based subsidiary maintains checking accounts at one major national financial institution. Additionally, we maintain a checking account with a very minimal balance at one bank in South Korea, which is used to fund payroll and rent in South Korea. Management believes we are not exposed to significant credit risk due to the financial position of the depository institutions in which our deposits are held. Restricted Cash —Restricted cash consists of a pledged mutual fund account which is held as collateral against a letter of credit issued in May 2018 in connection with the lease of our corporate headquarters. The balance as of September 30, 2020 was $105,000 and as of December 31, 2019 was $150,000. The terms of the letter of credit allow for a step-down of $50,000 annually upon performance of certain events, primarily no late or defaulted payments. See also Note 9- Leases, for further details. Investments —Securities held-to-maturity: Management determines the appropriate classification of debt securities at the time of purchase and reevaluates such designation as of each balance sheet date. Investment/debt securities are classified as held-to-maturity when we have the positive intent and ability to hold the securities to maturity. Held-to-maturity securities are stated at amortized cost, adjusted for amortization of premiums and accretion of discounts to maturity computed under the effective interest method. Such amortization is included in investment income. Interest on securities classified as held-to-maturity is included in interest and investment income. When the fair value of an investment instrument classified as held-to-maturity is less than its amortized cost, management assesses whether or not: (i) we have the intent to sell the instrument or (ii) it is more likely than not that we will be required to sell the instrument before its anticipated recovery. If either of these conditions is met, we must recognize an other-than-temporary impairment for the difference between the instrument’s amortized cost basis and its fair value, and include such amounts in other income (expense). For investment instruments that do not meet the above criteria and are not expected to be recovered at the amortized cost basis, the instrument is considered other-than-temporarily impaired. For these instruments, we separate the total impairment into the credit loss component and the amount of the loss related to other factors. In order to determine the amount of the credit loss, we calculate the recovery value by performing a discounted cash flow analysis based on the current cash flows and future cash flows management expects to recover. The discount rate is the effective interest rate implicit in the underlying instrument. The amount of the total other-than-temporary impairment related to credit loss is recognized in earnings and is included in other income (expense). The amount of the total other-than-temporary impairment related to other factors is recognized in other comprehensive income. For investment instruments that have other-than-temporary impairment recognized through earnings, if through subsequent evaluation there is a significant increase in the cash flow expected, the difference between the amortized cost basis and the cash flows expected to be collected is accreted as interest income. Fair Value of Financial Instruments —We measure certain financial assets and liabilities at fair value based on the exit price notion, or price that would be received for an asset or paid to transfer a liability, in an orderly transaction between the market participants at the measurement date. The carrying amounts of our financial instruments, including cash equivalents, restricted cash, accounts payable, and accrued liabilities, approximate fair value due to their short maturities. Accounts Receivable —Trade accounts receivable are stated net of allowances for doubtful accounts. Management estimates the allowance for doubtful accounts based on review and analysis of specific customer balances that may not be collectible, customer payment history and any other customer-specific information that may impact ability to collect the receivable. Accounts are considered for write-off when they become past due and when it is determined that the probability of collection is remote. There was no allowance for doubtful accounts at September 30, 2020 and December 31, 2019. Property and Equipment —Property and equipment consists of leasehold improvements associated with our corporate offices, software purchased during the normal course of business, equipment and office furniture and fixtures, all of which are recorded at cost. Depreciation and amortization is recorded using the straight-line method over the respective useful lives of the assets ranging from three Domain name and other intangibles, net —Intangible assets are recorded at cost and amortized over the useful life. In the case of business combinations, intangible assets are recorded at fair value. At September 30, 2020 and December 31, 2019, domain name and other intangibles, net, includes a domain name and other intangible assets purchased as part of our acquisition of GVR, including customer relationships, technology and a trademark. Intangible assets are reviewed for impairment whenever events or circumstances indicate that the carrying amount of these assets may not be recoverable. Patents, net —Patents are recorded at cost and amortized over the useful life. Patents are reviewed for impairment whenever events or circumstances indicate that the carrying amount of these assets may not be recoverable. In certain cases, patents may expire or be abandoned as we no longer plan to pursue them. In such cases we write off the capitalized patent costs as patent abandonment costs which are included in research and development expenses. Goodwill— At September 30, 2020 and December 31, 2019, goodwill represents the difference between the price paid to acquire GVR and the fair value of the assets acquired, net of assumed liabilities. We review goodwill for impairment annually and whenever events or circumstances indicate that the carrying amount of these assets may not be recoverable. Revenue Recognition —Revenue is recognized upon the transfer of control of promised goods or services to the customers in an amount that reflects the consideration we expect to receive in exchange for those products or services. Revenue consists primarily of upfront non-refundable fees received in connection with filter design projects with customers and royalties. Our performance obligation is to design a licensable filter in accordance with customer specifications. The license of the completed design is considered part of this performance obligation as the design and licensing of the filter are highly interdependent. We recognize revenue over the course of the design development phase as our customers are able to benefit from our design services as they are provided, primarily by marketing the in-process design to their customers. We recognize revenue from our design services based on efforts expended to date. At the end of each reporting period, we reassess our measure of progress and adjust revenue when appropriate. We record the expenses related to these projects in the periods incurred and they are generally included in research and development expense. In most cases, upfront non-refundable payments, in the form of prepaid royalties or other fees, related to design development are recognized over a period of 12 months to 18 months. Contracts generally include upfront non-refundable prepaid royalties or fees, intended to support our initial engineering product development efforts, and may include milestone payments based upon the successful completion of certain deliverables. Milestone payments represent variable consideration, and we use the "most likely amount" approach to determine the amount we ultimately expect to receive. At contract inception, we assess the likelihood of achieving milestones to estimate the total consideration we believe we will receive for our services. Upon completion of design services, our customers retain a license over the completed design. The license will typically last for a minimum of two years, and in many cases for the life of the design. Sales-based royalties are recognized upon shipment, by our customer, of products that include our licensed design. Payment is generally due within 30 days. We apply the practical expedients available in ASC Topic 606, Revenue from Contracts with Customers , or ASC 606, to not disclose information about 1) remaining performance obligations that have original expected durations of one year or less and 2) variable consideration that is a sales-based or usage-based royalty. Research and Development —Costs and expenses that can be clearly identified as research and development are charged to expense as incurred in accordance with ASC Topic 730-10, Research and Development . Operating Leases —We lease office space and research facilities under operating leases. Certain lease agreements contain free or escalating rent payment provisions. We determine if an arrangement is a lease at lease inception. Operating leases are included in right-of-use (“ROU”) lease assets, other current liabilities (current portion of lease obligations), and long term lease obligations on our balance sheets. ROU lease assets represent our right to use an underlying asset for the lease term and lease obligations represent our obligation to make lease payments arising from the lease. Operating ROU lease assets and obligations are recognized at the commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we use an incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The ROU lease asset also includes any lease payments made and excludes lease incentives. We evaluate renewal options at lease inception and on an ongoing basis and include renewal options which we are reasonably certain to exercise in our expected lease term when classifying leases and measuring lease liabilities. We allocate the consideration between lease and nonlease components and exclude nonlease components from our recognized lease assets and liabilities. See also Note 9 - Leases. Minimum lease payments, including scheduled rent increases, are recognized as lease expenses on a straight-line basis over the applicable lease term. We recognize lease expenses within research and development and sales, marketing and administration expenses on a straight-line basis over the lease term. We are not party to any leases for which we are the lessor. Stock-Based Compensation —We account for stock options in accordance with ASC Topic 718, Compensation-Stock Compensation . We use the Black-Scholes option valuation model for estimating fair value at the date of grant. We account for restricted stock units issued at fair value, based on the market price of our stock on the date of grant, net of estimated forfeitures. Compensation expense is recognized for the portion of the award that is ultimately expected to vest over the period during which the recipient renders the required services to the Company generally using the straight-line single option method. In the case of award modifications, we account for the modification in accordance with ASU No. 2017-09, Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting , whereby we recognize the effect of the modification in the period the award is modified. Stock-based compensation expense is included in research and development expenses and general and administrative expenses. Earnings Per Share, or EPS —EPS is computed in accordance with ASC Topic 260, Earnings per Share , and is calculated using the weighted average number of common shares outstanding during each period. Diluted EPS assumes the conversion, exercise or issuance of all potential common stock equivalents unless the effect is to reduce a loss or increase the income per share. Potential common shares consist of the incremental common shares issuable upon the exercise of stock options (using the treasury stock method), the exercise of warrants (using the if-converted method) and the vesting of restricted stock unit awards. Income Taxes —We account for income taxes in accordance with ASC Topic 740, Income Taxes , or ASC 740, which requires the recognition of deferred tax assets and liabilities for the future consequences of events that have been recognized in our condensed consolidated financial statements or tax returns. The measurement of the deferred items is based on enacted tax laws. In the event the future consequences of differences between financial reporting bases and the tax bases of our assets and liabilities result in a deferred tax asset, ASC 740 requires an evaluation of the probability of being able to realize the future benefits indicated by such asset. A valuation allowance related to a deferred tax asset is recorded when it is more likely than not that some portion or the entire deferred tax asset will not be realized. As part of the process of preparing our consolidated financial statements, we are required to estimate our income tax expense in each of the jurisdictions in which we operate. We also assess temporary differences resulting from differing treatment of items for tax and accounting differences. We record a valuation allowance to reduce the deferred tax assets to the amount of future tax benefit that is more likely than not to be realized. For the period when we were organized as a limited liability company, we were treated as a partnership for federal and state income tax purposes under the entity classification domestic default rules. As of September 30, 2020 and December 31, 2019, no liability for unrecognized tax benefits was required to be reported. We recognize interest and penalties related to income tax matters in income taxes, and there were none for the three and nine months ended September 30, 2020 and 2019. We have filed, or are in the process of filing, tax returns that are subject to audit by the relevant tax authorities. Although the ultimate outcome would be unknown, we believe that any adjustments that may result from tax return audits are not likely to have a material, adverse effect on our condensed consolidated results of operations, financial position or cash flows. Foreign Currency Translation —The Swiss Franc has been determined to be the functional currency for the net assets of our Swiss-based subsidiary. We translate the assets and liabilities to U.S. dollars at each reporting period using exchange rates in effect at the balance sheet date and record the effects of the foreign currency translation in accumulated other comprehensive loss in shareholders' equity. We translate the income and expenses to U.S. dollars at each reporting period using the average exchange rate in effect for the period and record the effects of the foreign currency translation as other comprehensive income (loss) in the condensed consolidated statements of comprehensive loss. Gains and losses resulting from foreign currency transactions are included in net loss in the condensed consolidated statements of comprehensive loss. Recent Accounting Pronouncements Credit Losses— In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments- Credit Losses (Topic 326). In April and November 2019, and February 2020, the FASB issued implementation amendments to the June 2016 ASU (collectively, the amended guidance). The amended guidance replaced the current incurred loss methodology for credit losses with a current expected credit loss ("CECL") model, which requires the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. The amended guidance expanded the information that an entity must consider in developing its expected credit loss estimates. Additionally, the updates amended the accounting for credit losses for purchased financial assets with a more-than-significant amount of credit deterioration since origination. The amended guidance requires enhanced disclosures to help investors and other financial statement users better understand significant estimates and judgments used in estimated credit losses. Early adoption is permitted. The guidance is effective for us in January 2023. We have no plan to early adopt the guidance and are currently evaluating the impact, which we believe will be immaterial to our condensed consolidated financial statements. |
REVENUE RECOGNITION
REVENUE RECOGNITION | 9 Months Ended |
Sep. 30, 2020 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE RECOGNITION | REVENUE RECOGNITIONWe record contract assets and contract liabilities in connection with revenue recognized for filter design projects. Contract Assets - Contract assets, other than accounts receivable, consist of unbilled revenue and generally arise when revenue is recognized on a contract whose transaction price includes an estimate of variable consideration from milestone payments. We do not have material amounts of contract assets as we have relatively few contracts, only modest design service fees and a small number of contracts containing milestone payments. Contract asset balances are included in prepaid expenses and other current assets in our condensed consolidated balance sheets. Contract Liabilities - Our contract liabilities consist of deferred revenue, which represents the revenue associated with remaining performance obligations within our customer contracts. We classify contract liabilities as current or long-term based on the expected timing of the remaining performance obligations. The current and long-term portions of deferred revenue are separately stated in our condensed consolidated balance sheets. Summary of changes in contract assets and liabilities for the nine months ended September 30, 2020 and 2019: Nine Months Ended September 30, 2020 2019 Contract assets Contract assets, beginning $ — $ 36,000 Contract assets at beginning of year transferred to accounts receivable — (36,000) Reversal of contract assets due to changes in transaction price — (8,000) Contract assets recorded on contracts during the period — 8,000 Contract assets, ending $ — $ — Contract liabilities Contract liabilities, beginning $ 1,731,000 $ 271,000 Recognition of revenue included in beginning of year contract liabilities (1,679,000) (199,000) Contract liabilities, net of revenue recognized on contracts during the period 2,326,000 2,037,000 Contract liabilities, ending $ 2,378,000 $ 2,109,000 We derive a substantial majority of our revenue from a single customer. Effective September 30, 2019 we entered into a collaboration and license agreement with Murata Manufacturing Co., Ltd. Pursuant to the collaboration agreement, we have agreed with Murata to collaborate on the development of proprietary circuit designs using our XBAR® technology, and we licensed to Murata rights for products in four specific radio frequencies, or bands. Murata has agreed to pay us up to an aggregate of $9.0 million as pre-paid royalties and other fees for the licensed designs and certain other intellectual property developed in the collaboration, payable in installments over a multi-year development period, with each installment conditional upon our achievement of certain milestones and deliverables acceptable to Murata in its discretion. Murata may terminate the collaboration agreement at any time upon thirty (30) days prior written notice to us. Murata’s rights to our XBAR® technology are exclusive for a period of 30 months, through March 2022, during which period we may not grant to any third party the right to develop, make, have made, use, sell, offer for sale or import any filter or resonator produced through the use of the XBAR® technology for use in mobile communication devices. Under the collaboration agreement, the first payment of $2.0 million was collected in October 2019 and the second payment of $2.5 million was collected in September 2020 upon the achievement of the second milestone. In accordance with the guidance of ASC 606, we are required to evaluate the variable consideration within the contract, primarily the milestone payments, and assess the likelihood of achievement in determining our transaction price. Additionally, we must assess whether the variable consideration is constrained and whether recording such variable revenue may result in a significant reversal of revenue due to uncertainties. We continue to evaluate variable consideration for inclusion in the transaction price, and ultimately the revenue recognized, at each reporting period. We recognize revenue for the Murata contract over the estimated design development period, based on the level of effort expended, as measured by costs incurred, over total expected costs, as the services are performed. For the periods ended September 30, 2020 and December 31, 2019, we have determined that some of the milestone payments due upon achievement of certain performance criteria are constrained and are thus not included in the transaction price. Therefore, revenue related to those milestone payments has not been recognized. Revenue recognition related to each milestone payment will commence once the constraint is lifted. Consequently, revenue recognition related to the Murata contract will vary from quarter to quarter. During the three and nine months ended September |
INVESTMENTS HELD-TO-MATURITY
INVESTMENTS HELD-TO-MATURITY | 9 Months Ended |
Sep. 30, 2020 | |
Investments [Abstract] | |
INVESTMENTS HELD-TO-MATURITY | INVESTMENTS HELD-TO-MATURITY We classify investments as held-to-maturity when we have the positive intent and ability to hold the securities to maturity. During the nine months ended September 30, 2019, we invested in commercial papers that were classified as investments held-to-maturity. As of September 30, 2019, all investments had matured. We did not recognize an other-than-temporary impairment or comprehensive gain or loss for the three and nine months ended September 30, 2019. As of September 30, 2020 and December 31, 2019, we did not have any investments classified as held-to-maturity. We recorded interest and investment income of $1,000 and $42,000 for the three months ended September 30, 2020 and 2019, respectively, and $65,000 and $220,000 for the nine months ended September 30, 2020 and 2019, respectively, associated with our cash and investment accounts. |
WARRANTS
WARRANTS | 9 Months Ended |
Sep. 30, 2020 | |
Warrants and Rights Note Disclosure [Abstract] | |
WARRANTS | WARRANTS From time to time, we have issued warrants to purchase shares of common stock. These warrants have been issued in connection with the financing transactions and consulting services. Our warrants are subject to standard anti-dilution provisions applicable to shares of our common stock. A roll-forward of warrant share activity from January 1, 2020 to September 30, 2020 is shown in the following table: Exercise Price Expiration Date Issued and Warrants Issued and Outstanding Warrants as of September 30, 2020 Consulting Warrants $0.01 6/17/2020 6,667 (6,667) (1) — Financing Warrants $3.35 6/17/2020 62,530 (62,530) (2) — Private Placement Warrants - September 2017 $4.85 9/28/2020 1,966,319 (1,966,319) (3) — Placement Agent Warrants $4.85 9/28/2020 98,846 (98,846) (4) — 2,134,362 (2,134,362) — (1) During the nine months ended September 30, 2020, there were 6,667 warrants that were exercised through a cashless exercise which netted 6,640 shares being issued. (2) During the nine months ended September 30, 2020, there were 62,530 warrants that expired. (3) During the nine months ended September 30, 2020, there were 5,319 warrants that were cancelled and 1,961,000 warrants that expired. (4) During the nine months ended September 30, 2020, there were 98,846 warrants that expired. A roll-forward of warrant share activity from January 1, 2019 to September 30, 2019 is shown in the following table: Issued and Warrants Issued and Outstanding Warrants as of September 30, 2019 Consulting Warrants 6,667 — 6,667 Financing Warrants 62,530 — 62,530 Underwriting Warrants 310,500 (310,500) (1) — Private Placement Warrants - 2016 818,063 (818,063) (2) — Underwriting Warrants - Public Offering 2016 122,175 (122,175) (3) — Private Placement Warrants - September 2017 1,966,319 — 1,966,319 Placement Agent Warrants 98,846 — 98,846 3,385,100 (1,250,738) 2,134,362 (1) During the nine months ended September 30, 2019, there were 310,500 warrants that expired. (2) During the nine months ended September 30, 2019, there were 485,000 warrants exercised for cash, 44,928 warrants that were exercised through a cashless exercise which netted 1,809 shares being issued and 288,135 warrants that expired. (3) During the nine months ended September 30, 2019, there were 122,175 warrants that expired. |
STOCKHOLDERS' EQUITY AND LOSS P
STOCKHOLDERS' EQUITY AND LOSS PER SHARE | 9 Months Ended |
Sep. 30, 2020 | |
Equity [Abstract] | |
STOCKHOLDERS' EQUITY AND LOSS PER SHARE | STOCKHOLDERS’ EQUITY AND LOSS PER SHARE Common Stock Pursuant to our amended and restated certificate of incorporation, we are authorized to issue 100,000,000 shares of common stock. Holders of our common stock are entitled to dividends as and when declared by the Board of Directors, subject to rights and holders of all classes of stock outstanding having priority rights to dividends. There have been no dividends declared to date. Each share of common stock is entitled to one vote. On July 31, 2019, we entered into a securities purchase agreement for the sale of an aggregate of 3,960,560 shares of common stock at a price of $2.53 per share. Gross proceeds were approximately $10.0 million with net proceeds of $9.9 million after deducting fees and operating expenses. The initial closing, for 1,193,762 shares, took place on August 9, 2019 and gross proceeds were approximately $3.0 million. The second closing with a single investor, which was subject to additional conditions, including the execution of a definitive multi-year commercial agreement with an affiliate of the investor, for 2,766,798 shares and gross proceeds of $7.0 million took place on September 30, 2019. On February 6, 2020, we entered into an underwriting agreement relating to an underwritten public offering of 16,666,667 shares of the Company’s common stock, $0.001 par value, at an offering price to the public of $1.50 per share. Pursuant to the underwriting agreement, the Company granted the underwriters a 30-day option to purchase up to an additional 2,500,000 shares of common stock on the same terms and conditions. The underwriters exercised their option with respect to all 2,500,000 additional shares on February 10, 2020. We consummated the sale of an aggregate of 19,166,667 shares of our common stock, including the 2,500,000 shares subject to the underwriters’ over-allotment option, on February 11, 2020, and received gross proceeds of approximately $28.8 million, or net proceeds of approximately $26.4 million after deducting the underwriting discount and expenses paid by us. On August 14, 2020, we entered into an At-The-Market Equity Offering Sales Agreement whereby we may offer and sell from time to time, shares of our common stock, par value $0.001 per share, up to an aggregate offering price of $25.0 million (the "ATM equity program"). No common stock has been issued under the ATM equity program as of September 30, 2020. Preferred Stock Pursuant to our amended and restated certificate of incorporation, we are authorized to issue 3,000,000 shares of preferred stock. The Board of Directors has the authority, without action by our stockholders, to designate and issue shares of preferred stock in one or more series and to fix the rights, preferences, privileges and restrictions thereof. To-date, no preferred shares have been issued. Loss Per Share The following table presents the number of shares excluded from the calculation of diluted net loss per share attributable to common stockholders for the periods below: Nine Months Ended September 30, 2020 2019 Common stock warrants — 2,134,362 Common stock options 1,152,552 1,338,603 Non-vested restricted stock unit awards 3,552,143 2,672,087 Total shares excluded from net loss per share attributable to common stockholders 4,704,695 6,145,052 |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 9 Months Ended |
Sep. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | STOCK-BASED COMPENSATION 2014 Omnibus Incentive Plan In January 2014, our board of directors approved the 2014 Omnibus Incentive Plan and amended and restated the plan in March 2014. Our stockholders approved the Amended and Restated 2014 Omnibus Incentive Plan, or the 2014 Plan, in March 2014. Our 2014 Plan initially permitted for the issuance of equity-based instruments covering up to a total of 1,400,000 shares of common stock. Our board of directors and stockholders approved an increase of 1,300,000 shares in June 2016, an increase of 3,250,000 shares in June 2017, an increase of 4,000,000 shares in June 2019, and an increase of 5,000,000 shares in June 2020, bringing the total shares allowed under the plan to 14,950,000. Option Valuation We account for stock options in accordance with ASC Topic 718, Compensation-Stock Compensation . We use the Black-Scholes option valuation model for estimating fair value at the date of grant. Option forfeitures are estimated at the time of valuation and reduce expense ratably over the vesting period. This estimate will be adjusted periodically based on the extent to which actual option forfeitures differ, or are expected to differ, from the previous estimate, when it is material. The expected term used for options is the estimated period of time that options granted are expected to be outstanding. We have estimated the expected life of stock options using the “simplified” method, whereby, the expected life equals the arithmetic average of the vesting term and the original contractual term of the option due to our lack of sufficient historical data. Beginning July 2020, we use our historical volatility representative of the expected life of the instrument being valued. Previously, because our stock had not been publicly traded for a sufficiently long period of time, we used an expected volatility figure based on a review of the historical volatilities over a period of time, equivalent to the expected life of the instrument being valued, of similarly positioned public companies within our industry. The risk-free interest rate was determined from the implied yields from U.S. Treasury zero-coupon bonds with a remaining term consistent with the expected term of the instrument being valued. Stock Options During the three and nine months ended September 30, 2020, we granted incentive stock options for the purchase of 35,000 and 95,500 shares, respectively, of our common stock. The stock options granted have an exercise price range of $1.74 per share to $2.85 per share. The stock options have a term of 10 years and vest quarterly over sixteen quarters. For the three and nine months ended September 30, 2020, the options granted had an aggregate grant date fair value of $65,000 and $160,000, respectively, utilizing the Black-Scholes option valuation model. During the three and nine months ended September 30, 2019, we granted incentive stock options for the purchase of 25,000 and 127,000 shares, respectively, of our common stock. The stock options have an exercise price range of $1.52 per share to $3.26 per share with a term of 10 years. The stock options vest quarterly over sixteen quarters. For the three and nine months ended September 30, 2019, the options granted had an aggregate grant date fair value of $53,000 and $233,000, respectively, utilizing the Black-Scholes option valuation model. We estimated the fair value of stock options awarded during the nine months ended September 30, 2020 and 2019 using the Black-Scholes option valuation model. The fair values of stock options granted for the periods were estimated using the following assumptions: Stock Option Grants Awarded During the Nine Months Ended September 30, 2020 Stock Option Grants Awarded During the Nine Months Ended September 30, 2019 Stock Price $1.74 to $2.85 $1.52 to $3.26 Dividend Yield 0.00% 0.00% Expected Volatility 70% to 83% 70% Risk-free interest rate 0.36% to 1.52% 1.47% to 2.62% Expected Life 7 years 7 years Stock-based compensation expense related to stock options was $57,000 and $110,000 for the three months ended September 30, 2020 and 2019, respectively and $186,000 and $320,000 for the nine months ended September 30, 2020 and 2019, respectively. We estimate forfeitures at the time of grant and revise those estimates in subsequent periods if actual forfeitures differ from our estimates. We use historical data to estimate pre-vesting option forfeitures and record stock-based compensation expense only for those awards that are expected to vest. To the extent that actual forfeitures differ from our estimates, the difference is recorded as a cumulative adjustment in the period the estimates were revised. During the three and nine months ended September 30, 2020 and 2019, we applied a forfeiture rate of 10%, which is reflected in our stock-based compensation expense related to stock options. Stock Option Award Activity The following is a summary of our stock option activity during the nine months ended September 30, 2020: Number of Weighted Weighted Weighted Outstanding, January 1, 2020 1,340,252 $ 4.57 $ 2.88 6.95 Granted 95,500 2.32 1.68 8.75 Exercised (1,875) 1.80 1.23 — Canceled / Forfeited (281,325) 4.17 2.71 — Outstanding, September 30, 2020 1,152,552 $ 4.48 $ 2.83 5.79 Number of Weighted Weighted Weighted Exercisable, January 1, 2020 989,092 $ 4.85 $ 3.03 6.37 Vested 99,346 3.75 2.39 5.17 Exercised (1,875) 1.80 1.23 — Canceled / Forfeited (132,368) 4.69 3.00 — Exercisable, September 30, 2020 954,195 $ 4.77 $ 2.97 5.17 The following table presents information related to stock options outstanding and exercisable at September 30, 2020: Options Outstanding Options Exercisable Exercise Outstanding Weighted Exercisable $1.52 – $3.15 333,247 5.52 191,388 $3.25 – $4.92 439,117 6.17 394,464 $5.01 – $6.00 229,570 4.28 220,839 $6.18 – $7.20 60,318 3.26 60,318 $7.54 – $7.80 67,800 3.18 64,686 $8.06 – $12.98 22,500 4.30 22,500 1,152,552 5.17 954,195 As of September 30, 2020, there was $377,000 of unrecognized compensation expense related to unvested employee stock options, which is expected to be recognized over a weighted-average period of approximately 2.5 years. The aggregate intrinsic values of outstanding stock options and vested stock options as of September 30, 2020 were $87,000 and $74,000, respectively, which represent options whose exercise price was less than the closing fair market value of our common stock on September 30, 2020 of $2.38 per share. Restricted Stock Units Activity We account for restricted stock units issued at fair value, based on the market price of our stock on the date of grant, net of estimated forfeitures. RSUs issued in connection with our employee incentive programs typically vest within 10 days of grant. All other RSUs, primarily issued as long term incentives, generally vest annually over three During the three months ended September 30, 2020 and 2019, we recorded $1.5 million and $1.3 million, respectively, of stock-based compensation related to the restricted stock unit shares that had been issued to-date. During the nine months ended September 30, 2020 and 2019, we recorded $4.2 million and $3.9 million, respectively, of stock-based compensation related to the restricted stock unit shares that had been issued to-date. A summary of restricted stock unit activity for the nine months ended September 30, 2020 is as follows: Number of Weighted- Outstanding at January 1, 2020 2,556,004 $ 3.38 Granted 2,486,320 1.98 Vested (1,064,919) 2.89 Forfeited (425,262) 2.57 Outstanding at September 30, 2020 3,552,143 $ 2.64 As of September 30, 2020, there was $5.2 million of unrecognized compensation expense related to unvested restricted stock unit agreements which is expected to be recognized over a weighted-average period of approximately 2.2 years. For restricted stock unit awards subject to graded vesting, we recognize compensation cost on a straight-line basis over the service period for the entire award. Market-based Awards In August 2016, we granted 250,000 market-based restricted stock units to an executive. The restricted stock units are subject to market-based vesting requirements, measured quarterly, based on the average of (a) the average high daily trading price of our common stock for each trading day during the last month of the applicable calendar quarter and (b) the average low daily trading price of our common stock for each trading day during the last month of the applicable calendar quarter, each as reported by The Nasdaq Stock Market, LLC. The restricted stock units are eligible to be earned on a quarterly basis based on a linear interpolation of the applicable share price, or in the case of a liquidation event, on the day of (or in connection with) such liquidation event based on the applicable transaction price. The share price on the date of issuance was $5.06 per share. In June 2019, the market-based award was modified to increase the number of restricted stock units to 500,000 and to decrease the applicable share price. Additionally, the performance period was extended to September 30, 2022. The share price on the date of modification was $2.73 per share. In December 2019, we granted 200,000 market-based restricted stock units to an executive. The restricted stock units are subject to the same market-based vesting requirements discussed for the award granted in August 2016 and modified in June 2019. The share price on the date of issuance was $2.15 per share and the fair value was determined to be $26,000 using a Monte Carlo simulation. Once earned, the restricted stock units vest 50% on the date such restricted stock units become earned and 50% on September 30, 2022. We recognize compensation expense for restricted stock units with market conditions using a graded vesting model, based on the probability of the performance condition being met, net of estimated pre-vesting forfeitures. For the three months ended September 30, 2020 and 2019, we recognized $13,000 and $3,000 respectively, and for the nine months ended September 30, 2020 and 2019, we recognized $38,000 and $10,000, respectively, of stock compensation expense in connection with market-based awards. For the three months ended September 30, 2020, $2,000 is included in research and development expenses and $11,000 is included in sales, marketing and administration expenses. For the three months ended September 30, 2019, $3,000 was included in sales, marketing and administration expenses. For the nine months ended September 30, 2020, $6,000 is included in research and development expenses and $32,000 is included in sales, marketing and administration expenses. For the nine months ended September 30, 2019, $10,000 was included in sales, marketing and administration expenses. The unamortized expense related to these awards is $101,000 and is expected to be recognized over two years. Incentive Bonus Awards We provide eligible employees, including executives, the opportunity to earn bonus awards upon achievement of predetermined performance goals and objectives. The purpose is to reward attainment of company goals and/or individual performance objectives, with award opportunities expressed as a percentage of base salary. Bonuses can be measured and paid quarterly and/or annually, and are paid in cash, equity or a combination of cash and equity, in the discretion of our compensation committee. If paid in the form of equity, the expense is included in the above disclosures for stock options or restricted stock units as applicable. Total stock-based compensation recorded in the condensed consolidated statements of comprehensive loss is allocated as follows: Three Months Ended September 30, 2020 Three Months Ended September 30, 2019 Nine Months Ended September 30, 2020 Nine Months Ended September 30, 2019 Research and development $ 645,000 $ 703,000 $ 2,163,000 $ 2,026,000 Sales, marketing and administration 828,000 686,000 2,300,000 2,174,000 Total stock-based compensation $ 1,473,000 $ 1,389,000 $ 4,463,000 $ 4,200,000 |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES There was no income tax expense for the three months ended September 30, 2020 and 2019. Income tax for the nine months ended September 30, 2020 and 2019 was $1,000. The effective tax rate for the three and nine months ended September 30, 2020 and 2019 differed from the statutory rate primarily due to the valuation allowance recorded against the Company’s deferred tax assets. Under the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act signed into law on March 27, 2020, NOLs arising in tax years beginning after December 31, 2017, and before January 1, 2021 may be carried back to each of the five tax years preceding the tax year of such loss. Moreover, under the Tax Act as modified by the CARES Act, federal NOLs of our subsidiary generated in tax years ending after December 31, 2017 may be carried forward indefinitely, but the deductibility of federal NOLs, particularly for tax years beginning on or after January 1, 2021, may be limited. The accounting for the material income tax impacts will be reflected in the 2020 financial statements. It is uncertain if and to what extent various states will conform to the Tax Act or the CARES Act. We are currently assessing the impact the CARES Act will have on the Company’s consolidated financial statements. |
LEASES LEASES
LEASES LEASES | 9 Months Ended |
Sep. 30, 2020 | |
Leases [Abstract] | |
LEASES | LEASES We lease facilities under two non-cancelable operating leases. The leases expire between January 2022 and November 2024 and include renewal provisions for two On May 1, 2020 we entered into an amendment for one of our non-cancelable operating leases, under which certain rent payments were deferred and the term of the lease was extended by three months to November 30, 2024. The base rent was deferred for three months and the deferred amount will be amortized over the remaining balance of the modified lease term. In addition, operating expenses were deferred for three months and the deferred amount will be paid at the time of the lease's 2020 annual true-up of operating expenses, which is estimated to occur in early 2021. We evaluated the amendment under the provisions of ASU No. 2016-02, Leases (Topic 842) , as well as subsequently issued interpretive guidance, and have elected to account for the concessions as if no changes to the lease contract were made. In our evaluation we considered the total amount of lease payments both before and after the amendment and determined they are substantially the same. The deferred base rent and operating expenses are included in accounts payable on our condensed consolidated balance sheet as of September 30, 2020, and until such repayment is made. One lease requires us to maintain a cash security deposit of $50,000 and also a $105,000 letter of credit in favor of the lessor. The letter of credit was originally for $200,000 at lease inception and steps down $50,000 at each anniversary date if there have been no monetary defaults. The letter of credit is secured by a pledge in favor of the issuing bank of a $105,000 mutual fund account which is classified as restricted cash in our balance sheet. Lease renewal options are at our discretion. No renewal options have been recognized in our right-of-use assets and lease liabilities as of September 30, 2020. Our lease agreements do not require material variable minimum lease payments, residual value guarantees or restrictive covenants. The depreciable lives of operating lease assets and leasehold improvements are limited by the expected lease term. Our leases generally do not provide an implicit rate, and therefore we use our incremental borrowing rate as the discount rate when measuring operating lease liabilities. The incremental borrowing rate represents an estimate of the interest rate we would incur at lease commencement to borrow an amount equal to the lease payments on a collateralized basis over the term of the lease. We used a weighted average incremental borrowing rate of 4.75% as of January 1, 2019 for operating leases that commenced prior to that date. The discount rates applied to each lease reflect our estimated incremental borrowing rate. This includes an assessment of our credit rating to determine the rate that we would have to pay to borrow, on a collateralized basis for a similar term, an amount equal to our lease payments in a similar economic environment. The Company's weighted average remaining lease term and weighted average discount rate for operating leases as of September 30, 2020 is shown below: September 30, 2020 Weighted average remaining lease term (years) 3.80 Weighted average discount rate (%) 4.75 % The table below reconciles the undiscounted cash flows for each of the first five years and total of the remaining years to the total operating lease liabilities recognized on the condensed consolidated balance sheets as of September 30, 2020: September 30, 2020 October 1, 2020 through December 31, 2020 $ 183,000 2021 748,000 2022 557,000 2023 555,000 2024 517,000 Total minimum lease payments 2,560,000 Less: lease concessions included in undiscounted cash flows (141,000) Less: imputed interest (202,000) Total operating lease liabilities $ 2,217,000 Operating lease costs were $278,000 for the three months ended September 30, 2020, of which $196,000 and $82,000 are included in research and development expenses and sales, marketing and administration expenses, respectively. Operating lease costs were $268,000 for the three months ended September 30, 2019, of which $204,000 and $64,000 are included in research and development expenses and sales, marketing and administration expenses, respectively. Operating lease costs were $840,000 for the nine months ended September 30, 2020, of which $608,000 and $232,000 are included in research and development expenses and sales, marketing and administration expenses, respectively. Operating lease costs were $795,000 for the nine months ended September 30, 2019, of which $597,000 and $198,000 are included in research and development expenses and sales, marketing and administration expenses, respectively. Cash paid for amounts included in the measurement of operating lease liabilities were $422,000 and $441,000 for the nine months ended September 30, 2020 and 2019, respectively, which is included in operating activities in the condensed consolidated statements of cash flows. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2020 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS In August 2019, we entered into a consulting agreement with a member of our board of directors, whereby the board member would provide technical advisory services for cash payments totaling $50,000 paid in twelve equal monthly installments as well as an award of restricted stock units equal in value to $100,000 as of the grant date. The initial restricted stock units vested in full on January 1, 2020. Per the agreement, the board member shall be granted an additional $100,000 of restricted stock units if the board member is still providing the technical advisory services in January of 2020. Because the board member was still providing the services in January 2020, the board member received an additional grant of restricted stock units equal to $100,000 of value as of the grant date and the restricted stock units will vest in full on December 31, 2020. In the event the board member is still performing services to the Company after 2020, the Company will issue new grants equal to no less than $100,000 worth of restricted stock units in January of each additional year with such grants vesting at the end of each year so long as the services are still being provided. The agreement is cancelable at any time by either the Company or the board member. During the three and nine months ended September 30, 2020, we recorded expenses of $12,500 and $38,000, respectively, in connection with cash compensation portion of the consulting agreement, which are included in general and administrative expenses. Additionally, during the three and nine months ended September 30, 2020, we recorded $25,000 and $72,000, respectively, related to the restricted stock unit awards, which is included in research and development expenses. As of September 30, 2020, there was $4,000 due to the board member under this consulting agreement. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Legal Proceedings — W e are not party to any legal proceedings. We may, from time to time, be party to litigation and subject to claims incident to the ordinary course of business. As our growth continues, we may become party to an increasing number of litigation matters and claims. The outcome of litigation and claims cannot be predicted with certainty, and the resolution of any future matters could materially affect our future financial position, results of operations or cash flows. Legal fees and other costs associated with legal proceedings are expensed as incurred. We assess, in conjunction with our legal counsel, the need to record a liability for litigation and contingencies. Litigation accruals are recorded when and if it is determined that a loss related matter is both probable and reasonably estimable. Material loss contingencies that are reasonably possible of occurrence, if any, are subject to disclosure. We evaluate developments in legal proceedings and other matters on a quarterly basis. As of September 30, 2020 and 2019, there was no litigation or contingency with at least a reasonable possibility of a material loss. No losses have been recorded during the three and nine months ended September 30, 2020 and 2019, respectively, with respect to litigation or loss contingencies. Intellectual Property Indemnities —We indemnify certain customers and manufacturers against liability arising from third-party claims of intellectual property rights infringement related to our products. These indemnities may appear in license agreements, development agreements and manufacturing agreements, may not be limited in amount or duration and generally survive the expiration date of the contract. Given that the amount of any potential liabilities related to such indemnities cannot be determined until an infringement claim has been made, we are unable to determine the maximum amount of losses that we could incur related to such indemnifications. Director and Officer Indemnities and Contractual Guarantees —We have entered into indemnification agreements with our directors and executive officers, which require us to indemnify such individuals to the fullest extent permitted by Delaware law. Our indemnification obligations under such agreements are not limited in amount or duration. Certain costs incurred in connection with such indemnifications may be recovered under certain circumstances under various insurance policies. Given that the amount of any potential liabilities related to such indemnities cannot be determined until a lawsuit has been filed, we are unable to determine the maximum amount of losses that we could incur relating to such indemnities. We have also entered into severance and change in control agreements with certain of our executives. These agreements provide for the payment of specific compensation benefits to such executives upon the termination of their employment with us. Guarantees and Indemnities —In the normal course of business, we are occasionally required to undertake indemnification for which we may be required to make future payments under specific circumstances. We review our exposure under such obligations no less than annually, or more frequently as required. The amount of any potential liabilities related to such obligations cannot be accurately determined until a formal claim is filed. Historically, any such amounts that become payable have not had a material negative effect on our business, financial condition or results of operations. We maintain general and product liability insurance which may provide a source of recovery to us in the event of an indemnification claim. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Use of Estimates | Basis of Presentation and Use of Estimates—The accompanying unaudited condensed consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information. Certain information and disclosures normally included in consolidated financial statements prepared in accordance with GAAP have been condensed or omitted. Accordingly, these condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements and the related notes included in our Annual Report for the year ended December 31, 2019 filed with the SEC on March 13, 2020. The year-end condensed balance sheet was derived from our audited consolidated financial statements. Our unaudited interim condensed consolidated financial statements include, in the opinion of management, all adjustments, consisting of normal and recurring items, necessary for the fair statement of the condensed consolidated financial statements. The operating results for the three and nine months ended September 30, 2020 are not necessarily indicative of the results expected for the full year ending December 31, 2020. Prior period figures have been reclassified, wherever necessary, to conform to current presentation. Significant estimates made in preparing these financial statements include (a) assumptions to calculate the fair values of financial instruments, warrants and equity instruments and other liabilities and the deferred tax asset valuation allowance and (b) the useful lives for depreciable and amortizable assets. |
Consolidation | Consolidation —The accompanying financial statements include the accounts of the Company and its wholly-owned subsidiary, GVR Trade, S.A. All significant intercompany balances and transactions have been eliminated. |
Cash and Cash Equivalents | Cash and Cash Equivalents —We consider all liquid instruments purchased with a maturity of three months or less to be cash equivalents. |
Concentration of Credit Risk | Concentration of Credit Risk —We maintain bank accounts at one U.S. financial institution. The U.S. bank accounts are insured by the Federal Deposit Insurance Corporation (FDIC) for up to $250,000 per account owner. GVR Trade S.A., our wholly owned Swiss-based subsidiary maintains checking accounts at one major national financial institution. Additionally, we maintain a checking account with a very minimal balance at one bank in South Korea, which is used to fund payroll and rent in |
Restricted Cash | Restricted Cash—Restricted cash consists of a pledged mutual fund account which is held as collateral against a letter of credit issued in May 2018 in connection with the lease of our corporate headquarters. The balance as of September 30, 2020 was $105,000 and as of December 31, 2019 was $150,000. The terms of the letter of credit allow for a step-down of $50,000 annually upon performance of certain events, primarily no late or defaulted payments. |
Investments | Investments—Securities held-to-maturity: Management determines the appropriate classification of debt securities at the time of purchase and reevaluates such designation as of each balance sheet date. Investment/debt securities are classified as held-to-maturity when we have the positive intent and ability to hold the securities to maturity. Held-to-maturity securities are stated at amortized cost, adjusted for amortization of premiums and accretion of discounts to maturity computed under the effective interest method. Such amortization is included in investment income. Interest on securities classified as held-to-maturity is included in interest and investment income. When the fair value of an investment instrument classified as held-to-maturity is less than its amortized cost, management assesses whether or not: (i) we have the intent to sell the instrument or (ii) it is more likely than not that we will be required to sell the instrument before its anticipated recovery. If either of these conditions is met, we must recognize an other-than-temporary impairment for the difference between the instrument’s amortized cost basis and its fair value, and include such amounts in other income (expense). For investment instruments that do not meet the above criteria and are not expected to be recovered at the amortized cost basis, the instrument is considered other-than-temporarily impaired. For these instruments, we separate the total impairment into the credit loss component and the amount of the loss related to other factors. In order to determine the amount of the credit loss, we calculate the recovery value by performing a discounted cash flow analysis based on the current cash flows and future cash flows management expects to recover. The discount rate is the effective interest rate implicit in the underlying instrument. The amount of the total other-than-temporary impairment related to credit loss is recognized in earnings and is included in other income (expense). The amount of the total other-than-temporary impairment related to other factors is recognized in other comprehensive income. For investment instruments that have other-than-temporary impairment recognized through earnings, if through subsequent evaluation there is a significant increase in the cash flow expected, the difference between the amortized cost basis and the cash flows expected to be collected is accreted as interest income. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments—We measure certain financial assets and liabilities at fair value based on the exit price notion, or price that would be received for an asset or paid to transfer a liability, in an orderly transaction between the market participants at the measurement date. The carrying amounts of our financial instruments, including cash equivalents, restricted cash, accounts payable, and accrued liabilities, approximate fair value due to their short maturities. |
Accounts Receivable | Accounts Receivable—Trade accounts receivable are stated net of allowances for doubtful accounts. Management estimates the allowance for doubtful accounts based on review and analysis of specific customer balances that may not be collectible, customer payment history and any other customer-specific information that may impact ability to collect the receivable. Accounts are considered for write-off when they become past due and when it is determined that the probability of collection is remote. |
Property and Equipment | Property and Equipment —Property and equipment consists of leasehold improvements associated with our corporate offices, software purchased during the normal course of business, equipment and office furniture and fixtures, all of which are recorded at cost. Depreciation and amortization is recorded using the straight-line method over the respective useful lives of the assets ranging from three |
Intangible Assets, net | Domain name and other intangibles, net —Intangible assets are recorded at cost and amortized over the useful life. In the case of business combinations, intangible assets are recorded at fair value. At September 30, 2020 and December 31, 2019, domain name and other intangibles, net, includes a domain name and other intangible assets purchased as part of our acquisition of GVR, including customer relationships, technology and a trademark. Intangible assets are reviewed for impairment whenever events or circumstances indicate that the carrying amount of these assets may not be recoverable. Patents, net —Patents are recorded at cost and amortized over the useful life. Patents are reviewed for impairment whenever events or circumstances indicate that the carrying amount of these assets may not be recoverable. In certain cases, patents may expire or be abandoned as we no longer plan to pursue them. In such cases we write off the capitalized patent costs as patent abandonment costs which are included in research and development expenses. |
Goodwill | Goodwill—At September 30, 2020 and December 31, 2019, goodwill represents the difference between the price paid to acquire GVR and the fair value of the assets acquired, net of assumed liabilities. We review goodwill for impairment annually and whenever events or circumstances indicate that the carrying amount of these assets may not be recoverable. |
Revenue Recognition | Revenue Recognition —Revenue is recognized upon the transfer of control of promised goods or services to the customers in an amount that reflects the consideration we expect to receive in exchange for those products or services. Revenue consists primarily of upfront non-refundable fees received in connection with filter design projects with customers and royalties. Our performance obligation is to design a licensable filter in accordance with customer specifications. The license of the completed design is considered part of this performance obligation as the design and licensing of the filter are highly interdependent. We recognize revenue over the course of the design development phase as our customers are able to benefit from our design services as they are provided, primarily by marketing the in-process design to their customers. We recognize revenue from our design services based on efforts expended to date. At the end of each reporting period, we reassess our measure of progress and adjust revenue when appropriate. We record the expenses related to these projects in the periods incurred and they are generally included in research and development expense. In most cases, upfront non-refundable payments, in the form of prepaid royalties or other fees, related to design development are recognized over a period of 12 months to 18 months. Contracts generally include upfront non-refundable prepaid royalties or fees, intended to support our initial engineering product development efforts, and may include milestone payments based upon the successful completion of certain deliverables. Milestone payments represent variable consideration, and we use the "most likely amount" approach to determine the amount we ultimately expect to receive. At contract inception, we assess the likelihood of achieving milestones to estimate the total consideration we believe we will receive for our services. Upon completion of design services, our customers retain a license over the completed design. The license will typically last for a minimum of two years, and in many cases for the life of the design. Sales-based royalties are recognized upon shipment, by our customer, of products that include our licensed design. Payment is generally due within 30 days. We apply the practical expedients available in ASC Topic 606, Revenue from Contracts with Customers , or ASC 606, to not disclose information about 1) remaining performance obligations that have original expected durations of one year or less and 2) variable consideration that is a sales-based or usage-based royalty. |
Research and Development | Research and Development —Costs and expenses that can be clearly identified as research and development are charged to expense as incurred in accordance with ASC Topic 730-10, Research and Development . |
Operating Leases | Operating Leases —We lease office space and research facilities under operating leases. Certain lease agreements contain free or escalating rent payment provisions. We determine if an arrangement is a lease at lease inception. Operating leases are included in right-of-use (“ROU”) lease assets, other current liabilities (current portion of lease obligations), and long term lease obligations on our balance sheets. ROU lease assets represent our right to use an underlying asset for the lease term and lease obligations represent our obligation to make lease payments arising from the lease. Operating ROU lease assets and obligations are recognized at the commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we use an incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The ROU lease asset also includes any lease payments made and excludes lease incentives. We evaluate renewal options at lease inception and on an ongoing basis and include renewal options which we are reasonably certain to exercise in our expected lease term when classifying leases and measuring lease liabilities. We allocate the consideration between lease and nonlease components and exclude nonlease components from our recognized lease assets and liabilities. See also Note 9 - Leases. Minimum lease payments, including scheduled rent increases, are recognized as lease expenses on a straight-line basis over the applicable lease term. We recognize lease expenses within research and development and sales, marketing and administration expenses on a straight-line basis over the lease term. We are not party to any leases for which we are the lessor. |
Stock-Based Compensation | Stock-Based Compensation —We account for stock options in accordance with ASC Topic 718, Compensation-Stock Compensation . We use the Black-Scholes option valuation model for estimating fair value at the date of grant. We account for restricted stock units issued at fair value, based on the market price of our stock on the date of grant, net of estimated forfeitures. Compensation expense is recognized for the portion of the award that is ultimately expected to vest over the period during which the recipient renders the required services to the Company generally using the straight-line single option method. In the case of award modifications, we account for the modification in accordance with ASU No. 2017-09, Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting , whereby we recognize the effect of the modification in the period the award is modified. Stock-based compensation expense is included in research and development expenses and general and administrative expenses. |
Earnings Per Share, or EPS | Earnings Per Share, or EPS —EPS is computed in accordance with ASC Topic 260, Earnings per Share , and is calculated using the weighted average number of common shares outstanding during each period. Diluted EPS assumes the conversion, exercise or issuance of all potential common stock equivalents unless the effect is to reduce a loss or increase the income per share. Potential common shares consist of the incremental common shares issuable upon the exercise of stock options (using the treasury stock method), the exercise of warrants (using the if-converted method) and the vesting of restricted stock unit awards. |
Income Taxes | Income Taxes —We account for income taxes in accordance with ASC Topic 740, Income Taxes , or ASC 740, which requires the recognition of deferred tax assets and liabilities for the future consequences of events that have been recognized in our condensed consolidated financial statements or tax returns. The measurement of the deferred items is based on enacted tax laws. In the event the future consequences of differences between financial reporting bases and the tax bases of our assets and liabilities result in a deferred tax asset, ASC 740 requires an evaluation of the probability of being able to realize the future benefits indicated by such asset. A valuation allowance related to a deferred tax asset is recorded when it is more likely than not that some portion or the entire deferred tax asset will not be realized. As part of the process of preparing our consolidated financial statements, we are required to estimate our income tax expense in each of the jurisdictions in which we operate. We also assess temporary differences resulting from differing treatment of items for tax and accounting differences. We record a valuation allowance to reduce the deferred tax assets to the amount of future tax benefit that is more likely than not to be realized. For the period when we were organized as a limited liability company, we were treated as a partnership for federal and state income tax purposes under the entity classification domestic default rules. As of September 30, 2020 and December 31, 2019, no liability for unrecognized tax benefits was required to be reported. We recognize interest and penalties related to income tax matters in income taxes, and there were none for the three and nine months ended September 30, 2020 and 2019. We have filed, or are in the process of filing, tax returns that are subject to audit by the relevant tax authorities. Although the ultimate outcome would be unknown, we believe that any adjustments that may result from tax return audits are not likely to have a material, adverse effect on our condensed consolidated results of operations, financial position or cash flows. |
Foreign Currency Remeasurement | Foreign Currency Translation —The Swiss Franc has been determined to be the functional currency for the net assets of our Swiss-based subsidiary. We translate the assets and liabilities to U.S. dollars at each reporting period using exchange rates in effect at the balance sheet date and record the effects of the foreign currency translation in accumulated other comprehensive loss in shareholders' equity. We translate the income and expenses to U.S. dollars at each reporting period using the average exchange rate in effect for the period and record the effects of the foreign currency translation as other comprehensive income (loss) in the condensed consolidated statements of comprehensive loss. Gains and losses resulting from foreign currency transactions are included in net loss in the condensed consolidated statements of comprehensive loss. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Credit Losses— In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments- Credit Losses (Topic 326). In April and November 2019, and February 2020, the FASB issued implementation amendments to the June 2016 ASU (collectively, the amended guidance). The amended guidance replaced the current incurred loss methodology for credit losses with a current expected credit loss ("CECL") model, which requires the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. The amended guidance expanded the information that an entity must consider in developing its expected credit loss estimates. Additionally, the updates amended the accounting for credit losses for purchased financial assets with a more-than-significant amount of credit deterioration since origination. The amended guidance requires enhanced disclosures to help investors and other financial statement users better understand significant estimates and judgments used in estimated credit losses. Early adoption is permitted. The guidance is effective for us in January 2023. We have no plan to early adopt the guidance and are currently evaluating the impact, which we believe will be immaterial to our condensed consolidated financial statements. |
REVENUE RECOGNITION (Tables)
REVENUE RECOGNITION (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | Summary of changes in contract assets and liabilities for the nine months ended September 30, 2020 and 2019: Nine Months Ended September 30, 2020 2019 Contract assets Contract assets, beginning $ — $ 36,000 Contract assets at beginning of year transferred to accounts receivable — (36,000) Reversal of contract assets due to changes in transaction price — (8,000) Contract assets recorded on contracts during the period — 8,000 Contract assets, ending $ — $ — Contract liabilities Contract liabilities, beginning $ 1,731,000 $ 271,000 Recognition of revenue included in beginning of year contract liabilities (1,679,000) (199,000) Contract liabilities, net of revenue recognized on contracts during the period 2,326,000 2,037,000 Contract liabilities, ending $ 2,378,000 $ 2,109,000 |
WARRANTS (Tables)
WARRANTS (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Warrants and Rights Note Disclosure [Abstract] | |
Schedule of warrant activity | A roll-forward of warrant share activity from January 1, 2020 to September 30, 2020 is shown in the following table: Exercise Price Expiration Date Issued and Warrants Issued and Outstanding Warrants as of September 30, 2020 Consulting Warrants $0.01 6/17/2020 6,667 (6,667) (1) — Financing Warrants $3.35 6/17/2020 62,530 (62,530) (2) — Private Placement Warrants - September 2017 $4.85 9/28/2020 1,966,319 (1,966,319) (3) — Placement Agent Warrants $4.85 9/28/2020 98,846 (98,846) (4) — 2,134,362 (2,134,362) — (1) During the nine months ended September 30, 2020, there were 6,667 warrants that were exercised through a cashless exercise which netted 6,640 shares being issued. (2) During the nine months ended September 30, 2020, there were 62,530 warrants that expired. (3) During the nine months ended September 30, 2020, there were 5,319 warrants that were cancelled and 1,961,000 warrants that expired. (4) During the nine months ended September 30, 2020, there were 98,846 warrants that expired. A roll-forward of warrant share activity from January 1, 2019 to September 30, 2019 is shown in the following table: Issued and Warrants Issued and Outstanding Warrants as of September 30, 2019 Consulting Warrants 6,667 — 6,667 Financing Warrants 62,530 — 62,530 Underwriting Warrants 310,500 (310,500) (1) — Private Placement Warrants - 2016 818,063 (818,063) (2) — Underwriting Warrants - Public Offering 2016 122,175 (122,175) (3) — Private Placement Warrants - September 2017 1,966,319 — 1,966,319 Placement Agent Warrants 98,846 — 98,846 3,385,100 (1,250,738) 2,134,362 (1) During the nine months ended September 30, 2019, there were 310,500 warrants that expired. (2) During the nine months ended September 30, 2019, there were 485,000 warrants exercised for cash, 44,928 warrants that were exercised through a cashless exercise which netted 1,809 shares being issued and 288,135 warrants that expired. (3) During the nine months ended September 30, 2019, there were 122,175 warrants that expired. |
STOCKHOLDERS' EQUITY AND LOSS_2
STOCKHOLDERS' EQUITY AND LOSS PER SHARE (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Equity [Abstract] | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following table presents the number of shares excluded from the calculation of diluted net loss per share attributable to common stockholders for the periods below: Nine Months Ended September 30, 2020 2019 Common stock warrants — 2,134,362 Common stock options 1,152,552 1,338,603 Non-vested restricted stock unit awards 3,552,143 2,672,087 Total shares excluded from net loss per share attributable to common stockholders 4,704,695 6,145,052 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of fair values of stock options granted, estimated using Black-Scholes option valuation model assumptions | The fair values of stock options granted for the periods were estimated using the following assumptions: Stock Option Grants Awarded During the Nine Months Ended September 30, 2020 Stock Option Grants Awarded During the Nine Months Ended September 30, 2019 Stock Price $1.74 to $2.85 $1.52 to $3.26 Dividend Yield 0.00% 0.00% Expected Volatility 70% to 83% 70% Risk-free interest rate 0.36% to 1.52% 1.47% to 2.62% Expected Life 7 years 7 years |
Summary of stock option activity | The following is a summary of our stock option activity during the nine months ended September 30, 2020: Number of Weighted Weighted Weighted Outstanding, January 1, 2020 1,340,252 $ 4.57 $ 2.88 6.95 Granted 95,500 2.32 1.68 8.75 Exercised (1,875) 1.80 1.23 — Canceled / Forfeited (281,325) 4.17 2.71 — Outstanding, September 30, 2020 1,152,552 $ 4.48 $ 2.83 5.79 Number of Weighted Weighted Weighted Exercisable, January 1, 2020 989,092 $ 4.85 $ 3.03 6.37 Vested 99,346 3.75 2.39 5.17 Exercised (1,875) 1.80 1.23 — Canceled / Forfeited (132,368) 4.69 3.00 — Exercisable, September 30, 2020 954,195 $ 4.77 $ 2.97 5.17 |
Schedule of information related to stock options outstanding and exercisable | The following table presents information related to stock options outstanding and exercisable at September 30, 2020: Options Outstanding Options Exercisable Exercise Outstanding Weighted Exercisable $1.52 – $3.15 333,247 5.52 191,388 $3.25 – $4.92 439,117 6.17 394,464 $5.01 – $6.00 229,570 4.28 220,839 $6.18 – $7.20 60,318 3.26 60,318 $7.54 – $7.80 67,800 3.18 64,686 $8.06 – $12.98 22,500 4.30 22,500 1,152,552 5.17 954,195 |
Schedule of restricted stock unit activity | A summary of restricted stock unit activity for the nine months ended September 30, 2020 is as follows: Number of Weighted- Outstanding at January 1, 2020 2,556,004 $ 3.38 Granted 2,486,320 1.98 Vested (1,064,919) 2.89 Forfeited (425,262) 2.57 Outstanding at September 30, 2020 3,552,143 $ 2.64 |
Schedule of stock-based compensation | Total stock-based compensation recorded in the condensed consolidated statements of comprehensive loss is allocated as follows: Three Months Ended September 30, 2020 Three Months Ended September 30, 2019 Nine Months Ended September 30, 2020 Nine Months Ended September 30, 2019 Research and development $ 645,000 $ 703,000 $ 2,163,000 $ 2,026,000 Sales, marketing and administration 828,000 686,000 2,300,000 2,174,000 Total stock-based compensation $ 1,473,000 $ 1,389,000 $ 4,463,000 $ 4,200,000 |
LEASES (Tables)
LEASES (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Leases [Abstract] | |
Lessee, Operating Lease, Lease Terms | The Company's weighted average remaining lease term and weighted average discount rate for operating leases as of September 30, 2020 is shown below: September 30, 2020 Weighted average remaining lease term (years) 3.80 Weighted average discount rate (%) 4.75 % |
Lessee, Operating Lease, Liability, Maturity | The table below reconciles the undiscounted cash flows for each of the first five years and total of the remaining years to the total operating lease liabilities recognized on the condensed consolidated balance sheets as of September 30, 2020: September 30, 2020 October 1, 2020 through December 31, 2020 $ 183,000 2021 748,000 2022 557,000 2023 555,000 2024 517,000 Total minimum lease payments 2,560,000 Less: lease concessions included in undiscounted cash flows (141,000) Less: imputed interest (202,000) Total operating lease liabilities $ 2,217,000 |
ORGANIZATION AND DESCRIPTION _2
ORGANIZATION AND DESCRIPTION OF BUSINESS (Liquidity and Capital Resources) (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||||
Sep. 30, 2020USD ($)Patent | Jun. 30, 2020USD ($) | Mar. 31, 2020USD ($) | Sep. 30, 2019USD ($) | Jun. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Sep. 30, 2020USD ($)Patent | Sep. 30, 2019USD ($) | Dec. 31, 2019USD ($) | |
Subsidiary, Sale of Stock [Line Items] | |||||||||
Accumulated deficit | $ 143,775 | $ 143,775 | $ 122,492 | ||||||
Net loss | (6,063) | $ (7,215) | $ (8,005) | $ (7,447) | $ (7,498) | $ (7,137) | (21,283) | $ (22,082) | |
Substantial doubt about going concern, management's evaluation, cash used in the period | (17,000) | ||||||||
Cash and cash equivalents | $ 20,123 | $ 20,123 | $ 10,688 | ||||||
IP Portfolio | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Number of developed technology patents | Patent | 250 | 250 | |||||||
IP Portfolio, XBAR Technology | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Number of developed technology patents | Patent | 90 | 90 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Narrative) (Details) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020USD ($)financial_institution | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($)financial_institution | Sep. 30, 2019USD ($) | Dec. 31, 2019USD ($) | |
Restricted Cash | |||||
Restricted cash | $ 105,000 | $ 105,000 | $ 150,000 | ||
Allowance for doubtful accounts | 0 | $ 0 | 0 | $ 0 | |
Income Taxes | |||||
Income tax penalties and interest accrued | 0 | 0 | $ 0 | ||
Income tax penalties and interest expense | 0 | $ 0 | $ 0 | $ 0 | |
Minimum | |||||
Debt Instrument [Line Items] | |||||
Amortization of Royalty or Other Design Development Fee, Period | 12 months | ||||
Property and Equipment | |||||
Useful life (in years) | 3 years | ||||
Income Taxes | |||||
Completed design license term | 2 years | ||||
Maximum | |||||
Debt Instrument [Line Items] | |||||
Amortization of Royalty or Other Design Development Fee, Period | 18 months | ||||
Property and Equipment | |||||
Useful life (in years) | 5 years | ||||
Income Taxes | |||||
Sales-based royalties, period in which payment is due | 30 days | ||||
Letter of Credit | |||||
Restricted Cash | |||||
Letter of credit annual step down | $ 50,000 | $ 50,000 | |||
United States | |||||
Concentration Risks, Types, No Concentration Percentage | |||||
Number of financial institutions where the company holds checking deposits | financial_institution | 1 | 1 | |||
Switzerland | Subsidiaries | |||||
Concentration Risks, Types, No Concentration Percentage | |||||
Number of financial institutions where the company holds checking deposits | financial_institution | 1 | 1 | |||
South Korea | |||||
Concentration Risks, Types, No Concentration Percentage | |||||
Number of financial institutions where the company holds checking deposits | financial_institution | 1 | 1 |
REVENUE RECOGNITION - Schedule
REVENUE RECOGNITION - Schedule of Changes in Contract Asset and Liability Balances (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Contract assets | ||
Contract assets, beginning | $ 0 | $ 36 |
Contract assets at beginning of year transferred to accounts receivable | 0 | (36) |
Reversal of contract assets due to changes in transaction price | 0 | (8) |
Contract assets recorded on contracts during the period | 0 | 8 |
Contract assets, ending | 0 | 0 |
Contract liabilities | ||
Contract liabilities, beginning | 1,731 | 271 |
Recognition of revenue included in beginning of year contract liabilities | (1,679) | (199) |
Contract liabilities, net of revenue recognized on contracts during the period | 2,326 | 2,037 |
Contract liabilities, ending | $ 2,378 | $ 2,109 |
REVENUE RECOGNITION - Narrative
REVENUE RECOGNITION - Narrative (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2020USD ($) | Oct. 31, 2019USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($)Radio_Frequencies | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($)Radio_Frequencies | Dec. 31, 2019USD ($) | |
Disaggregation of Revenue [Line Items] | |||||||
Revenue from collaboration agreement | $ 1,405 | $ 79 | $ 2,553 | $ 276 | |||
Proprietary Circuit Designs using XBAR Technology | Murata Manufacturing Co., Ltd. | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Number of Licensed Specific Radio Frequencies | Radio_Frequencies | 4 | 4 | |||||
Prepaid royalties | $ 9,000 | ||||||
Written termination period | 30 days | ||||||
Contracted exclusivity period | 30 months | ||||||
Revenue from collaboration agreement | $ 2,500 | $ 2,000 | $ 1,200 | $ 2,700 |
INVESTMENTS HELD-TO-MATURITY (D
INVESTMENTS HELD-TO-MATURITY (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Investments [Abstract] | ||||
Held-to-maturity, amortized cost | $ 0 | $ 0 | $ 0 | $ 0 |
Interest and investment income | $ 1,000 | $ 42,000 | $ 65,000 | $ 220,000 |
WARRANTS (Warrant Share Activit
WARRANTS (Warrant Share Activity) (Details) | 9 Months Ended | |
Sep. 30, 2020$ / sharesshares | Sep. 30, 2019shares | |
Common stock warrants | ||
Roll forward of warrant activity | ||
Balance at the beginning of the period (in warrants) | 2,134,362 | 3,385,100 |
Warrants exercised/expired (in warrants) | (2,134,362) | (1,250,738) |
Balance at the end of the period (in warrants) | 0 | 2,134,362 |
Consulting Warrants | Common stock warrants | ||
Warrant liabilities | ||
Exercise price (in dollars per share) | $ / shares | $ 0.01 | |
Roll forward of warrant activity | ||
Balance at the beginning of the period (in warrants) | 6,667 | 6,667 |
Warrants exercised/expired (in warrants) | (6,667) | 0 |
Balance at the end of the period (in warrants) | 0 | 6,667 |
Consulting Warrants | Common stock warrants | Cashless | ||
Roll forward of warrant activity | ||
Warrants exercised/expired (in warrants) | (6,667) | |
Financing Warrants | Common stock warrants | ||
Warrant liabilities | ||
Exercise price (in dollars per share) | $ / shares | $ 3.35 | |
Roll forward of warrant activity | ||
Balance at the beginning of the period (in warrants) | 62,530 | 62,530 |
Warrants exercised/expired (in warrants) | (62,530) | 0 |
Balance at the end of the period (in warrants) | 0 | 62,530 |
Underwriting Warrants | ||
Roll forward of warrant activity | ||
Warrants exercised/expired (in warrants) | (310,500) | |
Underwriting Warrants | Common stock warrants | ||
Roll forward of warrant activity | ||
Balance at the beginning of the period (in warrants) | 310,500 | |
Warrants exercised/expired (in warrants) | (310,500) | |
Balance at the end of the period (in warrants) | 0 | |
Private Placement Warrants - 2016 | ||
Roll forward of warrant activity | ||
Warrants exercised/expired (in warrants) | (288,135) | |
Private Placement Warrants - 2016 | Common stock warrants | ||
Roll forward of warrant activity | ||
Balance at the beginning of the period (in warrants) | 818,063 | |
Warrants exercised/expired (in warrants) | (818,063) | |
Balance at the end of the period (in warrants) | 0 | |
Private Placement Warrants - 2016 | Common stock warrants | Cash | ||
Roll forward of warrant activity | ||
Warrants exercised for cash (in shares) | 485,000 | |
Private Placement Warrants - 2016 | Common stock warrants | Cashless | ||
Roll forward of warrant activity | ||
Warrants exercised/expired (in warrants) | (44,928) | |
Underwriting Warrants - Public Offering 2016 | ||
Roll forward of warrant activity | ||
Warrants exercised/expired (in warrants) | (122,175) | |
Underwriting Warrants - Public Offering 2016 | Common stock warrants | ||
Roll forward of warrant activity | ||
Balance at the beginning of the period (in warrants) | 122,175 | |
Warrants exercised/expired (in warrants) | (122,175) | |
Balance at the end of the period (in warrants) | 0 | |
Private Placement Warrants - September 2017 | ||
Roll forward of warrant activity | ||
Warrants exercised/expired (in warrants) | (1,961,000) | |
Private Placement Warrants - September 2017 | Common stock warrants | ||
Warrant liabilities | ||
Exercise price (in dollars per share) | $ / shares | $ 4.85 | |
Roll forward of warrant activity | ||
Balance at the beginning of the period (in warrants) | 1,966,319 | 1,966,319 |
Warrants exercised/expired (in warrants) | (1,966,319) | 0 |
Balance at the end of the period (in warrants) | 0 | 1,966,319 |
Private Placement Warrants - September 2017 | Common stock warrants | Cashless | ||
Roll forward of warrant activity | ||
Warrants exercised/expired (in warrants) | (5,319) | |
Placement Agent Warrants | Common stock warrants | ||
Warrant liabilities | ||
Exercise price (in dollars per share) | $ / shares | $ 4.85 | |
Roll forward of warrant activity | ||
Balance at the beginning of the period (in warrants) | 98,846 | 98,846 |
Warrants exercised/expired (in warrants) | (98,846) | 0 |
Balance at the end of the period (in warrants) | 0 | 98,846 |
Common Stock | Common stock warrants | ||
Roll forward of warrant activity | ||
Warrants exercised (in shares) | 6,640 | 1,809 |
STOCKHOLDERS' EQUITY AND LOSS_3
STOCKHOLDERS' EQUITY AND LOSS PER SHARE (Details) - USD ($) | Feb. 11, 2020 | Feb. 10, 2020 | Feb. 06, 2020 | Aug. 09, 2019 | Jul. 31, 2019 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Aug. 14, 2020 |
Class of Stock [Line Items] | |||||||||||
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 | |||||||||
New shares issued (in shares) | 3,960,560 | 2,766,798 | |||||||||
Share price (in dollars per share) | $ 2.53 | ||||||||||
Net proceeds from units issued in the period | $ 28,800,000 | $ 3,000,000 | $ 10,000,000 | $ 26,460,000 | $ 9,940,000 | ||||||
Gross proceeds from the sale of common stock from private placement offering | $ 26,400,000 | $ 9,900,000 | $ 0 | $ 10,020,000 | |||||||
Shares, outstanding (in shares) | 1,193,762 | ||||||||||
Gross proceeds from the second closing | $ 7,000,000 | ||||||||||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||
Preferred stock, shares authorized (in shares) | 3,000,000 | 3,000,000 | |||||||||
Loss Per Share | |||||||||||
Total shares excluded from net loss per share attributable to common stockholders (in shares) | 4,704,695 | 6,145,052 | |||||||||
Common stock warrants | |||||||||||
Loss Per Share | |||||||||||
Total shares excluded from net loss per share attributable to common stockholders (in shares) | 0 | 2,134,362 | |||||||||
Common stock options | |||||||||||
Loss Per Share | |||||||||||
Total shares excluded from net loss per share attributable to common stockholders (in shares) | 1,152,552 | 1,338,603 | |||||||||
Non-vested restricted stock unit awards | |||||||||||
Loss Per Share | |||||||||||
Total shares excluded from net loss per share attributable to common stockholders (in shares) | 3,552,143 | 2,672,087 | |||||||||
Underwritten Public Offering | |||||||||||
Class of Stock [Line Items] | |||||||||||
New shares issued (in shares) | 19,166,667 | 16,666,667 | |||||||||
Share price (in dollars per share) | $ 1.50 | ||||||||||
Common stock, par value (in dollars per share) | $ 0.001 | ||||||||||
Over-Allotment Option | |||||||||||
Class of Stock [Line Items] | |||||||||||
New shares issued (in shares) | 2,500,000 | 2,500,000 | |||||||||
At-The-Market Equity Offering | |||||||||||
Class of Stock [Line Items] | |||||||||||
Sale of stock, authorized amount | $ 25,000,000 |
STOCK-BASED COMPENSATION (Narra
STOCK-BASED COMPENSATION (Narrative) (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||||||
Jun. 30, 2020shares | Dec. 31, 2019USD ($)$ / sharesshares | Jun. 30, 2019shares | Jun. 30, 2017shares | Aug. 31, 2016$ / sharesshares | Jun. 30, 2016shares | Sep. 30, 2020USD ($)quarter$ / sharesshares | Sep. 30, 2019USD ($)quarter$ / sharesshares | Sep. 30, 2020USD ($)quarter$ / sharesshares | Sep. 30, 2019USD ($)quarter$ / sharesshares | Jul. 31, 2019$ / shares | Jan. 31, 2014shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Share price (in dollars per share) | $ / shares | $ 2.53 | |||||||||||
Common stock options | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Granted (in shares) | shares | 35,000 | 25,000 | 95,500 | 127,000 | ||||||||
Term of award | 10 years | 10 years | ||||||||||
Aggregate grant date fair value of options granted | $ 65 | $ 53 | $ 160 | $ 233 | ||||||||
Stock compensation | $ 57 | $ 110 | $ 186 | $ 320 | ||||||||
Forfeitures rate | 10.00% | 10.00% | 10.00% | 10.00% | ||||||||
Unrecognized compensation expense related to unvested employee stock option | $ 377 | $ 377 | ||||||||||
Weighted average period | 2 years 6 months | |||||||||||
Options outstanding, aggregate intrinsic value | 87 | $ 87 | ||||||||||
Options vested, aggregate intrinsic value | $ 74 | $ 74 | ||||||||||
Share price (in dollars per share) | $ / shares | $ 2.38 | $ 2.38 | ||||||||||
Common stock options | Minimum | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Exercise price (in usd per share) | $ / shares | 1.74 | $ 1.52 | 1.74 | $ 1.52 | ||||||||
Common stock options | Maximum | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Exercise price (in usd per share) | $ / shares | $ 2.85 | $ 3.26 | $ 2.85 | $ 3.26 | ||||||||
Non-vested restricted stock unit awards | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Stock compensation | $ 1,500 | $ 1,300 | $ 4,200 | $ 3,900 | ||||||||
Unrecognized compensation expense related to unvested employee stock option | $ 5,200 | $ 5,200 | ||||||||||
Weighted average period | 2 years 2 months 12 days | |||||||||||
Granted (in shares) | shares | 2,486,320 | |||||||||||
Non-vested restricted stock unit awards | Minimum | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Award vesting period | 3 years | |||||||||||
Non-vested restricted stock unit awards | Maximum | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Award vesting period | 4 years | |||||||||||
2014 Omnibus Incentive Plan | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Number of shares of common stock approved for issuance (in shares) | shares | 14,950,000 | 14,950,000 | 1,400,000 | |||||||||
Number of additional shares authorized (in shares) | shares | 5,000,000 | 4,000,000 | 3,250,000 | 1,300,000 | ||||||||
Employee Incentive Programs | Non-vested restricted stock unit awards | Minimum | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Award vesting period | 10 days | |||||||||||
Executives | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Share price (in dollars per share) | $ / shares | $ 2.15 | |||||||||||
Executives | Performance based awards | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Share price (in dollars per share) | $ / shares | $ 5.06 | $ 2.73 | $ 2.73 | |||||||||
Granted (in shares) | shares | 200,000 | 500,000 | 250,000 | |||||||||
Executives | 2015 Performance Plan | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Fair value of shares vested | $ 26 | |||||||||||
Executives | 2015 Performance Plan | Performance based awards | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Stock compensation | $ 13 | $ 3 | $ 38 | $ 10 | ||||||||
Compensation cost not yet recognized | 101 | 101 | ||||||||||
Research and development expenses | Executives | 2015 Performance Plan | Performance based awards | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Stock compensation | 2 | 6 | ||||||||||
Sales, marketing and administration expenses | Executives | 2015 Performance Plan | Performance based awards | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Stock compensation | $ 11 | $ 3 | $ 32 | $ 10 | ||||||||
Tranche one | Executives | Performance based awards | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Award vesting rights, percent | 50.00% | |||||||||||
Tranche two | Common stock options | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Number of quarters over which awards vest, grant date subsequent to initial vesting | quarter | 16 | 16 | 16 | 16 | ||||||||
Tranche two | Executives | Performance based awards | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Award vesting rights, percent | 50.00% |
STOCK-BASED COMPENSATION (Estim
STOCK-BASED COMPENSATION (Estimated Fair Value of Stock Options) (Details) - Common stock options - $ / shares | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Dividend Yield | 0.00% | 0.00% |
Expected Volatility | 70.00% | |
Expected Life | 7 years | 7 years |
Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Exercise price (in usd per share) | $ 1.74 | $ 1.52 |
Expected Volatility | 70.00% | |
Risk-free interest rate | 0.36% | 1.47% |
Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Exercise price (in usd per share) | $ 2.85 | $ 3.26 |
Expected Volatility | 83.00% | |
Risk-free interest rate | 1.52% | 2.62% |
STOCK-BASED COMPENSATION (Stock
STOCK-BASED COMPENSATION (Stock Option Award Activity) (Details) - Common stock options - $ / shares | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Number of Options outstanding | |||||
Outstanding at the beginning of the year (in shares) | 1,340,252 | ||||
Granted (in shares) | 35,000 | 25,000 | 95,500 | 127,000 | |
Exercised (in shares) | (1,875) | ||||
Forfeited (in shares) | (281,325) | ||||
Outstanding at the end of the reporting period (in shares) | 1,152,552 | 1,152,552 | 1,340,252 | ||
Number of Options Exercisable | |||||
Exercisable at the beginning of the year (in shares) | 989,092 | ||||
Vested (in shares) | (99,346) | ||||
Forfeited (in shares) | (132,368) | ||||
Exercisable at the end of the reporting period (in shares) | 954,195 | 954,195 | 989,092 | ||
Weighted Average Exercise Price Outstanding | |||||
Outstanding at the beginning of period (in dollars per share) | $ 4.57 | ||||
Granted (in dollars per share) | 2.32 | ||||
Exercised (in dollars per share) | 1.80 | ||||
Forfeited (in dollars per share) | 4.17 | ||||
Outstanding at the end of the reporting period (in dollars per share) | $ 4.48 | 4.48 | $ 4.57 | ||
Weighted Average Exercise Price Exercisable | |||||
Exercisable at the beginning of the reporting period (in dollars per share) | 4.85 | ||||
Vested exercisable (in dollars per share) | 3.75 | ||||
Forfeited (in dollars per share) | 4.69 | ||||
Exercisable at the end of the reporting period (in dollars per share) | 4.77 | 4.77 | 4.85 | ||
Weighted Average Grant Date Fair Value Outstanding | |||||
Outstanding at the beginning of the reporting period (in dollars per share) | 2.88 | ||||
Granted (in dollars per share) | 1.68 | ||||
Exercised (in dollars per share) | 1.23 | ||||
Forfeited (in dollars per share) | 2.71 | ||||
Outstanding at the end of the reporting period (in dollars per share) | 2.83 | 2.83 | 2.88 | ||
Weighted Average Grant Date Fair Value Exercisable | |||||
Exercisable at the beginning of the reporting period (in dollars per share) | 3.03 | ||||
Vested options exercisable (in dollars per share) | 2.39 | ||||
Forfeited options exercisable (in dollars per share) | 3 | ||||
Exercisable at the end of the reporting period (in dollars per share) | $ 2.97 | $ 2.97 | $ 3.03 | ||
Weighted Average Remaining Life In Years Outstanding | |||||
Outstanding Weighted Average Remaining Life (in years) | 5 years 9 months 14 days | 6 years 11 months 12 days | |||
Granted (in years) | 8 years 9 months | ||||
Weighted Average Remaining Life Exercisable | |||||
Weighted Average Remaining Life In Years | 5 years 2 months 1 day | 6 years 4 months 13 days | |||
Granted (in years) | 5 years 2 months 1 day |
STOCK-BASED COMPENSATION (Sto_2
STOCK-BASED COMPENSATION (Stock Options Outstanding and Exercisable) (Details) - Common stock options - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Outstanding Number of Options | 1,152,552 | 1,340,252 |
Weighted Average Remaining Life In Years | 5 years 2 months 1 day | 6 years 4 months 13 days |
Exercisable Number of Options | 954,195 | 989,092 |
$1.52 – $3.15 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Outstanding Number of Options | 333,247 | |
Weighted Average Remaining Life In Years | 5 years 6 months 7 days | |
Exercisable Number of Options | 191,388 | |
$1.52 – $3.15 | Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Exercise price range (in dollars per share) | $ 1.52 | |
$1.52 – $3.15 | Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Exercise price range (in dollars per share) | $ 3.15 | |
$3.25 – $4.92 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Outstanding Number of Options | 439,117 | |
Weighted Average Remaining Life In Years | 6 years 2 months 1 day | |
Exercisable Number of Options | 394,464 | |
$3.25 – $4.92 | Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Exercise price range (in dollars per share) | $ 3.25 | |
$3.25 – $4.92 | Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Exercise price range (in dollars per share) | $ 4.92 | |
$5.01 – $6.00 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Outstanding Number of Options | 229,570 | |
Weighted Average Remaining Life In Years | 4 years 3 months 10 days | |
Exercisable Number of Options | 220,839 | |
$5.01 – $6.00 | Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Exercise price range (in dollars per share) | $ 5.01 | |
$5.01 – $6.00 | Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Exercise price range (in dollars per share) | $ 6 | |
$6.18 – $7.20 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Outstanding Number of Options | 60,318 | |
Weighted Average Remaining Life In Years | 3 years 3 months 3 days | |
Exercisable Number of Options | 60,318 | |
$6.18 – $7.20 | Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Exercise price range (in dollars per share) | $ 6.18 | |
$6.18 – $7.20 | Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Exercise price range (in dollars per share) | $ 7.20 | |
$7.54 – $7.80 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Outstanding Number of Options | 67,800 | |
Weighted Average Remaining Life In Years | 3 years 2 months 4 days | |
Exercisable Number of Options | 64,686 | |
$7.54 – $7.80 | Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Exercise price range (in dollars per share) | $ 7.54 | |
$7.54 – $7.80 | Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Exercise price range (in dollars per share) | $ 7.80 | |
$8.06 – $12.98 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Outstanding Number of Options | 22,500 | |
Weighted Average Remaining Life In Years | 4 years 3 months 18 days | |
Exercisable Number of Options | 22,500 | |
$8.06 – $12.98 | Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Exercise price range (in dollars per share) | $ 8.06 | |
$8.06 – $12.98 | Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Exercise price range (in dollars per share) | $ 12.98 |
STOCK-BASED COMPENSATION (Restr
STOCK-BASED COMPENSATION (Restricted Stock Activity) (Details) - Non-vested restricted stock unit awards | 9 Months Ended |
Sep. 30, 2020$ / sharesshares | |
Number of Restricted Share Units | |
Outstanding at beginning of year (in shares) | shares | 2,556,004 |
Granted (in shares) | shares | 2,486,320 |
Vested (in shares) | shares | (1,064,919) |
Forfeited (in shares) | shares | (425,262) |
Outstanding at end of year (in shares) | shares | 3,552,143 |
Weighted- Average Grant-Date Fair Value Per Share | |
Outstanding at beginning of year (in dollars per share) | $ / shares | $ 3.38 |
Granted (in dollars per share) | $ / shares | 1.98 |
Vested (in dollars per share) | $ / shares | 2.89 |
Forfeited (in dollars per share) | $ / shares | 2.57 |
Outstanding at end of year (in dollars per share) | $ / shares | $ 2.64 |
STOCK-BASED COMPENSATION (Equit
STOCK-BASED COMPENSATION (Equity Based Compensation Schedule) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Allocation of stock-based compensation expense | ||||
Stock compensation expense | $ 1,473 | $ 1,389 | $ 4,463 | $ 4,200 |
Research and development expenses | ||||
Allocation of stock-based compensation expense | ||||
Stock compensation expense | 645 | 703 | 2,163 | 2,026 |
General and administrative expenses | ||||
Allocation of stock-based compensation expense | ||||
Stock compensation expense | $ 828 | $ 686 | $ 2,300 | $ 2,174 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Income Tax Disclosure [Abstract] | ||||
Provision for (benefit from) income taxes | $ 0 | $ 0 | $ 1 | $ 1 |
LEASES Narrative (Details)
LEASES Narrative (Details) | May 01, 2020USD ($)Lease | Jan. 01, 2019 | Sep. 30, 2020USD ($)Leaselease_options | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($)Leaselease_options | Sep. 30, 2019USD ($) | Dec. 31, 2019USD ($) |
Lessee, Lease, Description [Line Items] | |||||||
Number of operating leases | Lease | 2 | ||||||
Number of non-cancelable leases | Lease | 2 | 2 | |||||
Number of Leases Amended | Lease | 1 | ||||||
Restricted cash | $ 105,000 | $ 105,000 | $ 150,000 | ||||
Number of lease renewal options recognized | lease_options | 0 | 0 | |||||
Weighted average incremental borrowing rate | 4.75% | ||||||
Operating lease, cost | $ 278,000 | $ 268,000 | $ 840,000 | $ 795,000 | |||
Cash paid for operating lease liabilities | 422,000 | 441,000 | |||||
Restricted Cash | |||||||
Lessee, Lease, Description [Line Items] | |||||||
Collateral pledged amount | 105,000 | 105,000 | |||||
Research and development expenses | |||||||
Lessee, Lease, Description [Line Items] | |||||||
Operating lease, cost | 196,000 | 204,000 | 608,000 | 597,000 | |||
Sales, marketing and administration expenses | |||||||
Lessee, Lease, Description [Line Items] | |||||||
Operating lease, cost | 82,000 | $ 64,000 | 232,000 | $ 198,000 | |||
Letter of Credit | Corporate Headquarters | |||||||
Lessee, Lease, Description [Line Items] | |||||||
Security deposit | 50,000 | 50,000 | |||||
Operating lease, deposit letter of credit | $ 200,000 | 105,000 | |||||
Letter of credit annual step down of no default payment | $ 50,000 | $ 50,000 | |||||
Minimum | Facilities | |||||||
Lessee, Lease, Description [Line Items] | |||||||
Operating lease renewal periods | 2 years | 2 years | |||||
Maximum | Facilities | |||||||
Lessee, Lease, Description [Line Items] | |||||||
Operating lease renewal periods | 5 years | 5 years | |||||
Maximum | Facilities and Equipment | |||||||
Lessee, Lease, Description [Line Items] | |||||||
Operating lease term | 12 months | 12 months |
LEASES Weighted-Average Remaini
LEASES Weighted-Average Remaining Lease Term (Details) | Sep. 30, 2020 |
Leases [Abstract] | |
Weighted average remaining lease term (years) | 3 years 9 months 18 days |
Weighted average discount rate (%) | 4.75% |
LEASES Operating Lease, Liabili
LEASES Operating Lease, Liability, Maturity (Details) $ in Thousands | Sep. 30, 2020USD ($) |
Leases [Abstract] | |
October 1, 2020 through December 31, 2020 | $ 183 |
2021 | 748 |
2022 | 557 |
2023 | 555 |
2024 | 517 |
Total minimum lease payments | 2,560 |
Less: lease concessions included in undiscounted cash flows | (141) |
Less: imputed interest | (202) |
Total operating lease liabilities | $ 2,217 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - Consulting Agreement | 1 Months Ended | 3 Months Ended | 9 Months Ended |
Aug. 31, 2019USD ($)installment | Sep. 30, 2020USD ($) | Sep. 30, 2020USD ($) | |
Related Party Transaction [Line Items] | |||
Related party advisory services agreement | $ 50,000 | ||
Number of installment payments | installment | 12 | ||
Director | |||
Related Party Transaction [Line Items] | |||
Due to related parties | $ 4,000 | $ 4,000 | |
General and administrative expenses | |||
Related Party Transaction [Line Items] | |||
Expenses from transactions with related party | 12,500 | 38,000 | |
Research and development expenses | |||
Related Party Transaction [Line Items] | |||
Expenses from transactions with related party | $ 25,000 | 72,000 | |
Restricted stock units | |||
Related Party Transaction [Line Items] | |||
Expenses from transactions with related party | $ 100,000 | 100,000 | |
Restricted stock award, gross | $ 100,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | ||||
Loss contingency accrual | $ 0 | $ 0 | $ 0 | $ 0 |
Loss in period | $ 0 | $ 0 | $ 0 | $ 0 |